AI Generated Opinion Summaries

This summary was computer-generated without any editorial revision. It is not official, has not been checked for accuracy, and is NOT citable.

Facts

• Two brothers, shareholders in Villalobos Construction Co., Inc., experienced family hostility leading to a lawsuit by one brother against the other and the Corporation. The suit sought damages, an accounting, and dissolution of the Corporation due to the discord, culminating in a request for the Corporation to buy out one brother's shares instead of dissolving the company (paras 1-9).

Procedural History

• [Not applicable or not found]

Parties' Submissions

• Plaintiff-Appellee (Lencho Villalobos): Argued for damages, an accounting, and dissolution of the Corporation due to oppressive conduct by the defendants and sought the Corporation to purchase his shares as a remedy (paras 1, 7-9).
• Defendants-Appellants (Nicholas Villalobos and Villalobos Construction Co., Inc.): Contested the claims, arguing against the dissolution under the statute, challenging the exercise of equitable jurisdiction by the district court, disputing the valuation of the plaintiff's stock interest, and the awarding of prejudgment interest (paras 2, 13-14, 22-24).

Legal Issues

• Whether there is substantial evidence to support the district court’s finding of oppressive conduct under Section 53-16-16.
• Whether the district court erred in exercising its equitable jurisdiction under Section 53-16-16 rather than enforcing a Buy-Sell Agreement among the shareholders and the Corporation.
• Whether the court erred in its valuation of Lencho’s stock interest and in awarding prejudgment interest on the entire amount of the Judgment (para 2).

Disposition

• The court reversed the award of prejudgment interest but affirmed on all other issues (para 29).

Reasons

• The Court of Appeals, per Judge Linda M. Vanzi, with Judges Michael D. Bustamante and J. Miles Hanisee concurring, found substantial evidence supporting the district court's findings regarding the application of Section 53-16-16 for dissolution. The court concluded that the Buy-Sell Agreement did not apply due to the lack of a triggering event as defined within the agreement and the failure of the defendants to act according to its terms. The valuation of the stock and the decision not to apply the Buy-Sell Agreement's valuation formula were not contested on appeal, and thus, the court did not address these issues. However, the court found the award of prejudgment interest at a rate of 9.375% from February 2008 to be an error due to lack of support in the record and reversed this part of the district court's decision (paras 10-28).