Patel v. Siddhi Hospitality, LLC

When reviewing a contract, the court “examine[s] first the test of the disputed provisions in the context of the document as whole. If the document’s meaning is clear, [the Court’s] analysis typically ends.” Yogman v. Parrott, 325 Or 358, 361-64, 937 P2d 1019 (1997).

Plaintiff (Patel) appealed trial court judgment that found for other members in the LLC, and calculated what the price for a buyout of his portion of the LLC. Patel assigned error (1) to the conclusion by the trial court that the price of his value should reduced because his share was a minority; (2) to the trial court’s acceptance of the expert opinion regarding cash reserves; and (3) the trial court, when calculating his interest, should have used the fair market value and not the book value. The other members of the LLC argued that the how a buyout was calculated was dependent on the operating agreement, and any determination made by the court fell within their discretion. When reviewing a contract, the court “examine[s] first the test of the disputed provisions in the context of the document as whole. If the document’s meaning is clear, [the Court’s] analysis typically ends.” Yogman v. Parrott, 325 Or 358, 361-64, 937 P2d 1019 (1997). The court found the operate agreement to not be vague, and clearly explained how value of a member share should be calculated for a buyout. Reversed and remanded for recalculation of Petitioner’s compensation for Riddhi without discounts for minority interest or marketability; otherwise affirmed.