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Business Associations Keyed to Epstein, 5th Ed.
In re Dissolution of Midnight Star Enterprises, L.P.
Citation:
724 N.W.2d 334 (2006)Facts
Midnight Star Enterprises, L.P. operated a gaming, liquor, and restaurant business in Deadwood, South Dakota. The ownership consisted of Midnight Star Enterprises, Ltd. (MSEL) as the general partner with 22 partnership units, Kevin Costner with 71.50 units, and Francis and Carla Caneva with 3.25 units each. Costner was the sole owner of MSEL, effectively controlling 93.5% of the partnership. The Canevas managed the operations until MSEL became concerned about their management and terminated their employment. After the Canevas declined to participate in an amicable disassociation, MSEL petitioned for dissolution pursuant to the partnership agreement. MSEL’s expert valued the business at $3.1 million using the hypothetical transaction standard, while the Canevas presented an actual offer from Ken Kellar for $6.2 million. The circuit court accepted Kellar’s offer as the fair market value and ordered the majority partners to buy the business at that price within 10 days or have it sold on the open market.
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