No. 8 7 - 1 4 5
IN THE SUPREME COURT OF THE STATE OF MONTANA
JANET D. WEBB, Personal Representative
of the ESTATE OF DALE W. DECKER,
Deceased,
Plaintiff and Appellant,
-vs-
MAURICE E. WOLFE, JAMES H. WOLFE, and
WOLFE HEREFORD RANCH, a corporation,
Defendants, Respondents and Cross-Appellants.
APPEAL FROM: District Court of the Fifth Judicial District,
In and for the County of Beaverhead,
The Honorable Frank Davis, Judge presiding.
COUNSEL OF RECORD:
For Appellant:
Schulz, Davis & Warren; John S. Warren, Dillon,
Montana
For Respondents/Cross-Appellants:
Max Hansen, Dillon, Montana
Submitted on Briefs: Oct. 29, 1 9 8 7
Decided: February 11, 1988
Filed: L~
j
r 1 '98$
Mr. Justice R. C. McDonough delivered the Opinion of the
Court.
Janet Webb, personal representative of the estate of
Dale W. Decker, appeals the decision of the Fifth Judicial
District Court, Beaverhead County, Montana, that the
surviving partners of the CL Ranch partnership were indebted
to the estate of Dale Decker for $32,238.05. We affirm
issues 1 and 3 and reverse issue 2.
In 1978, Decker wished to purchase a ranch from the
personal representative of Dale Metlen. Decker was a close
friend of Metlen and was given the first option to purchase
the Metlen Ranch. Metlen's personal representative held the
ranch until Decker could determine if he could arrange
financing.
Decker was unable to secure financing so he approached
Maurice (Ed) Wolfe. A partnership, the CL Ranch partnership,
between Decker, Ed and James (Harve) Wolfe was formed by oral
agreement in order to purchase, operate and improve the
Metlen Ranch. The partnership interests were divided as
follows: Ed Wolfe 37.5%, Harve Wolfe 37.5% and Dale Decker
25%. (The Wolfe brothers' interest is referred to as Wolfe
Hereford Ranch.) The partnership agreement provided that
Decker would live on the ranch and operate and improve it.
The District Court found that Decker contributed no
capital. He contributed his option, operated the ranch, and
in return became a 25% partner. The court also found that
the Wolfe Hereford Ranch paid the $59,500 in cash down for
the Metlen Ranch and financed the remainder through a Federal
Land Bank loan.
On May 30, 1983 Decker died and his personal
representative, Janet Webb, requested an accounting of the
partnership interest belonging to the Decker estate. The
parties disputed the value of Decker's 25% interest. Three
issues are raised on appeal, the third by respondents.
1. Does the evidence support the District Court's
finding that Dale Decker did not make an initial capital
contribution to the CL Ranch partnership?
2. Does the evidence support the District Court's
finding that the value of the Federal Land Bank debt was
$185,399.30?
3. Did the District Court commit error by valuing Dale
Decker's partnership interest as of the date of his death?
ISSUE I
The District Court found that Dale Decker made no
capital contribution to the partnership. The court also
stated in its findings of fact that the partnership tax
returns support this holding and that Decker's 25% interest
was in the operation, management and contemplated resale of
the property by the partnership.
The standard of review for reviewing a district court's
findings of fact, grants the district court much discretion.
"Findings of fact shall not be set aside unless clearly
erroneous, and due regard shall be given to the opportunity
of the trial court to judge of the credibility of the
witnesses. " Rule 52 (a), M.R.Civ.P. Findings of fact shall
not be overturned "unless there is a clear preponderance of
evidence against them, recognizing that evidence may be weak
or conflicting, yet still support the findings." In re the
Marriage of Jensen and Jensen (Mont. 1981), 629 P.2d 765,
768, 38 St.Rep. 927, 930. See also Round v. Reikofski (Mont.
1985), 699 P.2d 72, 74, 42 St.Rep. 634, 636. In this case
substantial credible evidence exists to support the District
Court's findings. The partnership tax accounts, which were
prepared with information provided by Decker, show no capital
contribution from Decker. Appellants argue that the District
Court was incorrect because testimony existed that Ed Wolfe
loaned Decker his share of the purchase price. The District
Court acknowledged and considered this evidence in its
findings of fact. It was within the discretion and province
of the District Court to hold that the evidence supported a
finding of no capital contribution. Affirmed.
ISSUE I1
The parties originally agreed that the CL Ranch
partnership debt would be listed on the pretrial order as
$185,399.30. However, at the beginning of trial the parties
agreed to amend the pretrial order to show a Federal Land
Bank debt of $175,799.30. The District Court in its findings
of fact used the $185,399.30 figure for the mortgage on the
Metlen Ranch. If the fact stipulated to is material, then
the stipulation is binding on the court. "The purpose of
such a stipulation is to relieve the parties from the
necessity of introducing evidence as to the ultimate fact
covered by it. If the fact is material, the court is, as to
it, bound by the stipulation. It amounts to a special
finding." Spaulding v. Stone, 129 P. 327, 328, 46 Mont. 483,
487. The amount of the Federal Land Bank debt is material in
this case because it affects the calculation of Decker's 25%
interest in the CL Partnership. We reverse on this issue.
ISSUE I11
After Decker's death, his personal representative
requested an accounting of his partnership interest. Webb
was dissatisfied with the Wolfes' accounting and commenced
the action below. The District Court made its own accounting
and valued Decker's 25% interest as of the date of death, May
30, 1983. Respondents object to the valuing of Decker's
partnership interest as of the date of death. They assert
that only upon completion of the winding up process will the
partnership terminate and Decker's interest can be
determined.
In its findings of fact the District Court states that,
"There was no agreement, implied or otherwise, with respect
to a continuation of the partnership." (Finding of Fact No.
14). Based upon this finding, the lower court held that
S 35-10-614, MCA, did not apply, but valued Decker's interest
at the date of death. Section 35-10-614, MCA, provides:
When any partner retires or dies and the
business is continued under any of the
conditions set forth in subsections (I),
(2), (3), (5), or (6) of 35-10-613, or
35-10-610 (2) (b) without any settlement
of accounts as between him or his estate
and the person or partnership continuing
the business, unless otherwise agreed,
he or his legal representative as
against such persons or partnership may
have the value of his interest at the
date of dissolution ascertained and
shall receive as an ordinary creditor an
amount equal to the value of his
interest in the dissolved partnership
with interest or at his option or at the
option of his legal representative, in
lieu of interest, the profits
attributable to the use of his right in
the property of the dissolved
partnership; provided that the creditors
of the dissolved partnership, as against
the separate creditors or the
representative of the retired or
deceased partner, shall have priority on
any claim arising under this section, as
.
provided by 35-10-613 (3)
The evidence, however, demonstrates that the surviving
partners continued the business, continued to graze their
cattle on the partnership land and did not elect to liquidate
partnership assets. The business was continued under
subsections (2) and (3) of $ 35-10-613, MCA, here a partner
died and the business was continued without liquidation of
partnership affairs. In this event, S 35-10-614, MCA, is
properly applied and Decker's interest valued as of the date
of his death. "Where the conclusion of the District Court is
correct, it is immaterial, for the purpose of affirmance on
appeal, what reasons the District Court gives for its
conclusion." Norwest Bank of Billings v. Murnion (Mont.
1984), 684 P.2d 1067, 1071, 41 St.Rep. 1132, 1136. See also
Bolz v. Myers (Mont. 1982), 651 P.2d 606, 39 St.Rep. 1747.
We affirm this issue and remand for further proceedings in
accordance with this opinion.