Bertolla v. Bill
Alabama Supreme Court
774 So. 2d 497 (1999)
- Written by David Bloom, JD
Facts
A. Bertolla & Sons (ABS) (defendant) was a family farming partnership. Following deaths, disputes, and buyouts within the Bertolla family, the remaining partners were Andy Bertolla (defendant), Andy’s aunt Mary Bertolla Bill (plaintiff), and Mary’s son, Mike Bill (plaintiff). Andy and Mary each had a 47 percent share in ABS. Mike has a 6 percent share. The partnership agreement gave Andy and Mary management authority over ABS and directed that no partner could enter into any transactions that would risk ABS’s business without the other partners’ consent. For tax purposes, the partnership agreement provided that upon the withdrawal of a partner, the withdrawing partner’s share was to be measured by ABS’s book value. Andy repeatedly made unilateral business decisions and began overspending, resulting in financial losses. Mary and Mike filed suit, seeking to dissolve ABS. Andy agreed to the dissolution but argued that the distribution of ABS’s assets should be measured by ABS’s book value of $1.5 million. The fair market value of ABS’s assets was $24.5 million. The trial court granted dissolution but determined that Mary and Mike were entitled to the fair market value. Andy appealed.
Rule of Law
Issue
Holding and Reasoning (Per curiam)
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