Quimbee logo
DMCA.com Protection Status
From our private database of 18,800+ case briefs...

In re Dissolution of Midnight Star Enterprises, L.P.

Supreme Court of South Dakota
724 N.W.2d 334 (2006)


Midnight Star Enterprises, L.P. (Midnight) was a limited partnership that operated a casino in South Dakota. Midnight was owned by Midnight Star Enterprises, Ltd. (MSEL) (plaintiff) as a general partner, Kevin Costner, and Francis and Carla Caneva. The Canevas managed Midnight and were paid for their services. MSEL became concerned about the Canevas’ management of Midnight and tried to reach a friendly disassociation with the Canevas, but the Canevas declined. MSEL decided to dissolve Midnight and hired an accountant, Paul Thorstenson, who valued Midnight at $3,100,000 based on the hypothetical-transaction valuation method. The Canevas solicited a $6,200,000 offer from a casino owner, Ken Kellar. MSEL claimed that this offer was in direct violation of the Limited Partnership Agreement (LPA). In the event of Midnight’s dissolution, the LPA required MSEL to determine Midnight’s fair market value and then distribute that value among the partners. The LPA did not require that Midnight be sold. Rather, the LPA only required Midnight’s sale if MSEL chose to distribute Midnight’s assets in kind rather than as a cash distribution. Further, the LPA noted that the fair market value would be the price paid in a hypothetical transaction. MSEL petitioned for dissolution of Midnight. The trial court valued Midnight at $6,200,000 in accordance with the offer by Kellar. The trial court then ordered MSEL and Costner, the majority partners, to either purchase Midnight for that price or sell Midnight on the open market. MSEL appealed.

Rule of Law


Holding and Reasoning (Sabers, J.)

What to do next…

  1. Unlock this case brief with a free (no-commitment) trial membership of Quimbee.

    You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 499,000 law students since 2011. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students. Read our student testimonials.

  2. Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.

    Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students. Read more about Quimbee.

Here's why 499,000 law students have relied on our case briefs:

  • Written by law professors and practitioners, not other law students. 18,800 briefs, keyed to 985 casebooks. Top-notch customer support.
  • The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
  • Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
  • Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.

Questions & Answers

Have a question about this case?

Sign up for a free 7-day trial and ask it

Sign up for a FREE 7-day trial