Chandler v. Chandler

SCHROEDER, Justice.

This is an appeal from a district court order that affirmed the findings of a magistrate court regarding the valuation of the parties’ community business and the calculation of the husband’s income for the purpose of determining support payments.

I.

FACTS AND PROCEDURAL BACKGROUND

Susan and Rex Chandler were married on September 22, 1981. They had one child during the marriage, Tyler Rex Chandler, born February 9,1988.

The Chandlers have been involved in the restaurant industry, on varying levels, for several years. Susan has held lower level positions, while Rex has acted as director and overall manager in several fine-dining establishments in Hawaii and California. The Chandlers acquired ownership interest in several of these restaurants. Although the restaurants experienced periods of substantial expansion and success, the parties suffered a business and personal bankruptcy in 1991.

The Chandlers moved to Honolulu, Hawaii, in 1992, where Rex was employed as general manager of a restaurant and nightclub, earning $100,000 per year. In 1993, Rex accepted a position as director of operations of a resort in South Lake Tahoe, California, where he was paid a salary of $60,000 per year, plus housing and benefits.

In June of 1994, Rex was contacted by a friend living in Ketchum, Idaho, and was told of the opportunity to rent a small restaurant space in Ketchum that had been vacated by another restaurant. Rex investigated the opportunity and concluded he could create a fine-dining restaurant there. Because of their financial difficulties, the Chandlers could not qualify for a conventional loan. Rex’s mother, Radie Chandler, refinanced her home and loaned the parties approximately $105,000 to open the restaurant.

The parties moved to Ketchum in August of 1994. Chandler’s Restaurant opened in November of 1994 as a sole proprietorship. The business was incorporated in February of 1995, as Chandler’s Restaurant, Inc. Rex manages every aspect of the restaurant and works ten or more hours a day and often works on his days off, commonly up to sixty hours per week.

Rex filed a complaint for divorce in July of 1998. The parties stipulated to joint custody of Tyler and to the allocation of personal property but went to trial on other issues.

The trial court awarded the community property business (the restaurant) to Rex and ordered Susan to transfer her fifty-percent interest in the business to Rex in exchange for one-half of the value of the business, determined by the trial court to be $21,000. The trial court ordered Susan to use those funds to pay her attorney fees. In addition, the trial court fixed child support pursuant to the child support guidelines based upon the trial court’s determination that Rex’s total income is $65,000 per year. The trial court awarded Susan eight months of alimony of $1,800 per month.

Susan appealed to the district court, alleging that the trial court undervalued the community property business and that the trial court erred in calculating Rex’s income for support purposes. The district court affirmed the magistrate court’s findings. Susan appealed to this Court.

*249II.

STANDARD OF REVIEW

“The disposition of community property is left to the discretion of the trial court, and unless there is evidence in the record to show an abuse of that discretion, the award of the trial court will not be disturbed.” Maslen v. Maslen, 121 Idaho 85, 88, 822 P.2d 982, 985, citing Koontz v. Koontz, 101 Idaho 51, 52, 607 P.2d 1325, 1326 (1980). In reviewing an exercise of discretion, this Court conducts a multi-tiered inquiry: “(1) whether the lower court rightly perceived the issue as one of discretion; (2) whether the court acted within the outer boundaries of such discretion and consistently with any legal standards applicable to specific choices; and (3) whether the court reached its decision by an exercise of reason.” State v. Hedger, 115 Idaho 598, 600, 768 P.2d 1331, 1333 (1989), citing Associates Northwest, Inc. v. Beets, 112 Idaho 603, 605, 733 P.2d 824, 826 (Ct.App.1987); Sun Valley Shopping Center, Inc. v. Idaho Power Co., 119 Idaho 87, 94, 803 P.2d 993, 1000 (1991).

Encompassed in the disposition of community property is the determination of the value of that property. The Court has held that in “divorce proceedings the determination of the value of community property is within the discretion of the trial court and will not be disturbed on appeal if it is supported by substantial competent evidence.” Maslen, 121 Idaho at 90, 822 P.2d at 987, citing Shumway v. Shumway, 106 Idaho 415, 679 P.2d 1133 (1984); Martsch v. Martsch, 103 Idaho 142, 645 P.2d 882 (1982). The trial court, “not this Court on appeal, resolves the conflicting evidence and determines the weight, credibility and inferences to be drawn” from the evidence. McAffee v. McAffee, 132 Idaho 281, 287, 971 P.2d 734, 740 (Ct.App.1999), citing Weilmunster v. Weilmunster, 124 Idaho 227, 238, 858 P.2d 766, 777 (Ct.App.1993).

The Court reviews the magistrate’s award of child support under an abuse of discretion standard. Henderson v. Smith, 128 Idaho 444, 451, 915 P.2d 6, 13 (1996), citing Noble v. Fisher, 126 Idaho 885, 888, 894 P.2d 118, 121 (1995). The appellant bears the burden of establishing that the magistrate’s calculations constituted an abuse of discretion. Id.

In regard to spousal maintenance, the Court reviews the trial court’s findings “that are the basis for the court’s decision as to the duration and the amount of spousal maintenance to determine whether there exists substantial and competent evidence in support of these findings.” Wilson v. Wilson, 131 Idaho 533, 535, 960 P.2d 1262, 1264 (1998), citing Mulch v. Mulch, 125 Idaho 93, 98, 867 P.2d 967, 972 (1994); Tisdale v. Tisdale, 127 Idaho, 331, 333, 900 P.2d 807, 809 (Ct.App.1995).

III.

THE TRIAL COURT INCORRECTLY CALCULATED THE VALUE OF THE COMMUNITY PROPERTY BUSINESS.

The core of the arguments surrounding this issue revolves around the “goodwill” value, if any, of the community business. It is important to note that the trial court found that Rex’s expertise in the restaurant business is not community property, thus cannot be valued as goodwill. The goodwill value at issue in this case is the goodwill of the community business itself, Chandler’s Restaurant, Inc. Despite the business’ negative asset to debt ratio, the trial court stated “the Court cannot conclude that the corporation has a negative value, or that it should be valued at less than zero (0) for purposes of property division.” The trial court found that the community business had some “value” distinguishable fi’om Rex’s personal goodwill. That value can only be categorized as the goodwill of the community business itself.

Two values must be considered when determining the overall value of a business: intangible assets and tangible assets. The value of the business is determined when the two factors are combined. “Goodwill” (an intangible asset) is an appropriate factor in determining the value of a business. Olsen v. Olsen, 125 Idaho 603, 606, 873 P.2d 857, 860 (1994). Goodwill represents “the advantage or benefit, which is acquired by an *250establishment, beyond the mere value of the capital, stock, funds, or property employed therein, in consequence of the general public patronage and encouragement which it receives from constant or habitual customers, on account of its local position, or common celebrity, or reputation for skill or affluence____” Newark Morning Ledger Co. v. United States, 507 U.S. 546, 555, 113 S.Ct. 1670, 1675, 123 L.Ed.2d 288, 299 (1993); see also Harshbarger v. Eby, 28 Idaho 753, 761, 156 P. 619, 621 (1916); Loveland v. Loveland, 91 Idaho 400, 402, 422 P.2d 67, 69 (1967). Goodwill is not the equivalent of future earnings. See In re marriage of Bookout, 833 P.2d 800, 804 (Colo.App.1991), citing In re Marriage of Lukens, 16 Wash.App. 481, 558 P.2d 279 (1976); Dugan v. Dugan, 92 N.J. 423, 457 A.2d 1 (1983) (other citation omitted); see also In re Marriage of Hall, 103 Wash.2d 236, 692 P.2d 175 (1984) (“Goodwill is a property or asset which supplements the earning capacity of another asset, a business, or a profession, and, therefore, it is not the earning capacity itself.”). Rather, “relative to marital dissolution, goodwill represents the ability of a business to earn money after the divorce based on efforts made during the marriage ... to the extent future profits are likely due to circumstances that exist at the time of the dissolution, they should be reflected in the value of the business.” Richard E. Poley, Valuing Btisiness Goodwill in a Divorce, 26 APR Colo. Law. 53 (1997).

Determining a value to assign to the goodwill of a business is the most complex aspect of a court’s determining a business’s overall value. There are many accepted methods that experts use to estimate a business’ goodwill value. The goal of utilizing these various methods is to enable the trial court to accurately approximate a business’s true “value,” that is, what a willing buyer would pay a willing seller for the business, in this ease, what a willing buyer would pay for Chandler’s Restaurant, Inc., based on its community reputation, established patronage, and other factors based on efforts made during the marriage that exist at the time of dissolution.

How the trial court assesses and weighs each method and variable with it, in each particular case, is within that court’s discretion. This Court and the Court of Appeals have recognized the validity of several of these valuation “methods.” See Olsen, supra. In Olsen and McAJfee, supra, the Court addressed the excess earnings method and net asset value method and in McAJfee, the Court of Appeals addressed the capitalized excess earnings method and the straight capitalization of earnings method. Other widely used methods utilized in determining the goodwill value of a business that have been used by other courts include the market value or fan market value method, the buy sell agreement method and the IRS method. See In re Marriage of Hall, 103 Wash.2d 236, 244, 692 P.2d 175, 180 (1984); Hoeft v. Hoeft, 74 Ohio App.3d 809, 600 N.E.2d 746 (1991); Ritz v. Ritz, 166 A.D.2d 568, 560 N.Y.S.2d 853 (1990); Mocnik v. Mocnik, 838 P.2d 500 (Okla.1992). These valuation methods are not the exclusive methods available to a trial court in determining the value of a community business. The Court has repeatedly stated that the valuation of community property is within the discretion of the trial court. See Maslen, 121 Idaho at 90, 822 P.2d at 987. However, if a trial court purports to use a specific valuation method in determining the value of a community property business and misapplies the formula associated with that method, the case will be remanded back to the trial court for proper application of the valuation formula. See Olsen, supra.

In this ease the trial court discussed various valuation methods in determining the value of Chandler’s Restaurant, Inc. Both parties agree that the trial court applied a capitalized earning formula to determine the value of the community business. However, the parties disagree as to whether the trial court properly applied the formula. “Under the capitalized excess earnings method, the value of a business is determined by multiplying the net excess earnings of the business by a predetermined capitalization rate....” McAffee, 132 Idaho at 287, 971 P.2d at 740. First, the average net income is determined. Next, the appropriate salary equal to the amount it would take to attract a new employee to replace the owner or opera*251tor, accounting for skill, experience and reputation, is subtracted from the earnings. Id. The result is the excess earnings of the business. The figure is then multiplied by the capitalization rate and the resulting amount is considered goodwill. Id. “This amount is added to the adjusted net tangible assets to arrive at the total value of the business.” Id.

Using the capitalized excess earnings method, goodwill (the intangible asset) should be added to the net tangible assets (tangible assets less liabilities 1) to arrive at the total value of the business. Id.

The trial court used Rex’s expert, Mr. Lallman’s figure of $42,000 fes net income figure and multiplied it by an agreed upon capitalization rate of 20%, resulting in a goodwill value figure of $210,000. See McAffee, 132 Idaho at 287, 971 P.2d at 740 (A business’ goodwill value is calculated by multiplying the excess earnings or net income of the business by the capitalization rate.). From that figure, the trial court subtracted the debt of the corporation estimated by Mr. Lallman to be $188,000. The trial court arrived at the value of the business by subtracting the business’s liabilities from the business’s goodwill without accounting for the business’s assets, therefore the significance of the business debts is exaggerated. However, following the capitalized excess earnings method, the goodwill value of the business, determined by the trial court to be $210,000, needs to be added to the net tangible assets of the business (tangible assets minus liabilities) in order to reach a reasonable value figure. If the trial court finds that liabilities exceed tangible assets, then the appropriate amount needs to be deducted from the $210,000.2 The fact that liabilities may exceed tangible assets is irrelevant in application of the formula. The assets must be included in the calculation for proper application of the formula.

Rex argues that the trial court found no goodwill value in the business, that the judge was simply trying to “reach out” to Susan in setting the value of the business at $21,000. The record does not support this argument. The trial court carefully assessed the testimony of all of the expert witnesses regarding the value of the business. The trial court found “that profits have taken hold and there is no reason to believe that they will suddenly discontinue unless some significant shakeup occurs, such as a poor ski year, or a change in management or key personnel.” The trial court found that the “business does generate cash flow each year, and will likely continue to do so so long as Rex operates it.” (Emphasis in original). Accordingly, the trial court stated that the “Court cannot conclude that the corporation has a negative value, or that it should be valued at less than zero (0) for purposes of property division.”

In this case the trial court properly perceived the issue as one of discretion and acted consistently with the applicable legal standards and reached its decision by an exercise of reason. See Hedger, 115 Idaho at 600, 768 P.2d at 1333. However, in its valuation of the community business, the trial court did not follow the valuation method/formula it purported to apply and pursuant to Olsen, supra, the case must be remanded to the trial court to recalculate the value of the Chandlers’ community property and business, either utilizing the capitalized excess earnings formula as outlined in this opinion or another that reflects the value of the business.

IV.

THE TRIAL COURT ERRED IN CALCULATING REX’S INCOME FOR THE PURPOSE OF ESTABLISHING CHILD SUPPORT.

For the purpose of establishing the value of the business, the trial court found that a *252“non-owner employee to replace Rex would cost the corporation, at a minimum, sixty-five thousand dollars ($65,000) per year.” The trial court also found that for the purposes of computing child support, an income of $65,000 was attributable to Rex.

In analyzing Rex’s income for the purpose of determining the amount of support, the trial court relied on the 1998 financial records for the corporation, which indicate that Rex receives $5,417 per month, which totals $65,004. The trial court stated that Rex will have an income of approximately $65,000 per year or more, plus some “perks.” The trial court found that these “perks” provide Rex with additional means to discharge personal debt and pay support. The amounts at issue include $2,800 in tip income and $3,600 in rent income, totaling $6,400.

Furthermore, the trial court failed to deduct the $1,800 per month spousal maintenance payments Rex was ordered to pay Susan from Rex’s income. Section 7 of the Idaho Child Support Guidelines allows for a deduction in gross income for spousal maintenance payments prior to the calculation of child support payments. Upon remand, the trial court needs to recalculate Rex’s income to include the additional income received from “perks” and to deduct spousal support payments for those months at issue.

V.

THE TRIAL COURT FINDINGS REGARDING SPOUSAL MAINTENANCE ARE SUPPORTED BY SUBSTANTIAL AND COMPETENT EVIDENCE.

In regard to spousal maintenance, the trial court considered the fact that Rex had been providing Susan with at least $2,300 per month while the divorce was pending, the fact that Rex was to pay the majority of the community debt, and the fact Susan was capable of finding full-time employment. The trial court ordered Rex to pay $1,800 per month for eight months. There is substantial and competent evidence in the record to support this award. If the trial court determines that Susan was eligible to receive additional spousal maintenance taking into account the additional “perk” income discussed above, the trial court is free to make such an order, as the determination of duration and amount of spousal maintenance is within the trial court’s discretion.

VI.

CONCLUSION

Based on the foregoing discussion, the case is remanded to the magistrate court for the recalculation of the value of the community business, as well as the recalculation of child support and spousal maintenance payments. If necessary, the magistrate court may reconsider the allocation of debt payment in reaching a final decision. No costs or attorney fees allowed.

Chief Justice TROUT, Justices WALTERS and KIDWELL concur.

. Net assets are defined by Black’s Law Dictionary as the excess of total assets over total liabilities. Similarly, book value is the value of the business's tangible assets depreciated, as allowed by the I.R.S. less liabilities. 8 Am.Jur. Proof of Facts 3d § 215 at 228 n. 25 (Goodwill Valuation).

. The trial court uses the terms "income method”, "return on investment” and "capitalized excess earnings” method interchangeably throughout the opinion. However, even if the trial court applied a valuation method that is not memorialized, the method used does not adhere to the fundamental underpinning of business valuation that is, intangible assets added to net tangible assets equals the value of a business.