Bohn v. Bohn Implement Co.’s Empirical Analysis

Citation profile

11 state decisions

Most-quoted passages

The sentences later courts lift from this opinion, ranked by how many decisions quote each — the parts of the opinion doing the work. These counts are smaller than the citation total above because most of the 11 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.

1. “The partners’ failure to comply with the expressed method for valuing partnership real estate was, in effect, an abandonment of that method and left the partnership agreement without a provision for valuing partnership real estate. In the absence of a provision in the partnership agreement, the relevant provisions of the [statute]... are persuasive. [The statute] provides that the legal representatives of a deceased partner shall receive “an amount equal to the value of his interest in the dissolved partnership” at the time of dissolution. ... The prevailing view among [other] courts is that, upon the dissolution of a partnership by death, fair market value must be used to evaluate the deceased partner’s interest if the partnership agreement does not specify the method of valuing partnership assets or the method provided was not complied with. The rationale for this view is not difficult to understand.... [A] fair market value represents the real value of the partnership holdings — the value that the partners would receive if they sold the business. At common law, when a partner died or retired, surviving partners were required to liquidate the business and distribute the proceeds. The Uniform Partnership Act permits the surviving partners to continue the business, but requires them to pay to the decedent’s legal representatives the value of the decedent’s interest. ... Measuring “the value of his interest” at its actual fair market value, when no other method is expressed, i”

   1 later decision quote this exact passage
   e.g. In Re Estate of Bolinger

2. ““If the partnership agreement clearly and specifically states the price the surviving partners must pay for a deceased partner’s interest, the agreement will be upheld in the absence of fraud. However, if the partnership agreement is ambiguous, the surviving partners must pay the fair market value for the interest. In the instant case the trial court concluded the 1979 Bohn Implement partnership agreement is ambiguous. Gray don needed to prove by clear and convincing evidence that he and Clyde had agreed to a buy-out price less than the fair market value. He did not do so. Because the partnership agreement in this case does not explicitly establish the value of Clyde’s interest, pursuant to Section 45-09-14, N.D.C.C., Clyde’s estate is entitled to fair market value as of the date of Clyde’s death.” [Emphasis added.]”

   1 later decision quote this exact passage
   e.g. Bohn v. Johnson

3. ““15. Purchase Price. “A. The value of the partnership interest of Clyde M. Bohn or Graydon J. Bohn, Sr., for the purpose of this agreement, shall be: “a. The capital amount of the decedent’s interest as shown by the books of the partnership as of the end of the last fiscal year before his death, plus “b. the decedent’s share of profits, or less the decedent’s share of losses, of the partnership computed to the last day of the month in which his death occurred less all withdrawals prior thereto during such fiscal year....””

   1 later decision quote this exact passage
   e.g. Bohn v. Johnson