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Janet Walker and Linda Martens
v.
Marlin Daniels, Glenn Daniels, and David Daniels, each in their capacity as Co-Executors of the Estate of Lucille Daniels, Deceased, and individually, Estate of Lucille Daniels, and Daniels, Inc.
Appellee
Janet Walker and Linda Martens
Appellant
Marlin Daniels, Glenn Daniels, and David Daniels, each in their capacity as Co-Executors of the Estate of Lucille Daniels, Deceased, and individually, Estate of Lucille Daniels, and Daniels, Inc.
Attorney for the Appellee
Jeff W. Wright, Allyson C. Dirksen, and Zack A. Martin
Attorneys for the Appellant
Zachary P. Armstrong (pro hac vice) and Julie L. Vyskocil, for all appellants
Mike Austin (until withdrawal) and Paul Kippley, for appellants Marlin Daniels, Glenn Daniels, and David Daniels, in their capacity as co-executors of the Estate of Lucille Daniels
Court of Appeals
Court of Appeals Opinion
Opinion Number:
Date Published:
Summary
Appeal from the Iowa District Court for Lyon County, Charles Borth, Judge. AFFIRMED. Heard by Tabor, P.J., and Buller and Langholz, JJ. Opinion by Langholz, J. (16 pages)
A family farming corporation—Daniels, Inc.—and its majority shareholders—three brothers and the estate of their mother—appeal the district court’s determination of the fair value of their sisters’ shares in Daniels, Inc. after it elected to buy the shares to avoid corporate dissolution under Iowa Code section 490.1434 (2021). They argue the district court used the wrong valuation date and failed to discount the valuation for potential tax consequences and transaction costs. OPINION HOLDS: The plain text of section 490.1434(4) presumptively sets the valuation date as the day before the sisters filed their amended petition first asserting a dissolution claim—not the day before their original petition seeking damages for common law minority-shareholder oppression. And since a sale of the farming corporation’s assets was not imminent—or even expected ever—it was proper not to discount the corporation’s fair value for hypothetical taxes or transaction costs. We thus affirm the district court's fair-value determination of the sisters’ shares.
