Calais Co., Inc. v. Ivy

[CONTRACT LAW]

In Calais Co., Inc. v. Ivy,[1] the supreme court held that appraisers must comply with appraisal provisions in a settlement agreements.[2] Calais Company (the “Company”) and shareholder Ivy reached a settlement agreement in which the Company would buy Ivy’s shares at a value to be determined by a panel of three appraisers.[3] The three appraisers differed in their valuations, two ignoring liabilities and just calculating the fair market value of the Company.[4] On appeal, the Company argued that the two aforementioned appraisers’ valuations did not comply with the settlement agreement.[5] The supreme court reversed the lower court’s decision, reasoning that the settlement agreement contained plain language that the Company’s value was to be determined in accordance with Alaska Statute 10.06.630(a).[6] Thus, according to the court, the two appraisers’ valuations did not comply with the settlement agreement because liquidation costs should have been considered when determining this value.[7] Reversing the lower court’s decision, the supreme court held that appraisers must comply with appraisal provisions in a settlement agreements.[8]

 

 

 



[1] 303 P.3d 410 (Alaska 2013).

[2] Id. at 420.

[3] Id. at 411.

[4] Id. at 412–13, 418.

[5] Id. at 417.

[6] Id. at 418.

[7] Id.

[8] Id. at 420.

Calais Co., Inc. v. Ivy

[CONTRACT LAW]

In Calais Co., Inc. v. Ivy,[1] the supreme court held that appraisers must comply with appraisal provisions in a settlement agreements.[2] Calais Company (the “Company”) and shareholder Ivy reached a settlement agreement in which the Company would buy Ivy’s shares at a value to be determined by a panel of three appraisers.[3] The three appraisers differed in their valuations, two ignoring liabilities and just calculating the fair market value of the Company.[4] On appeal, the Company argued that the two aforementioned appraisers’ valuations did not comply with the settlement agreement.[5] The supreme court reversed the lower court’s decision, reasoning that the settlement agreement contained plain language that the Company’s value was to be determined in accordance with Alaska Statute 10.06.630(a).[6] Thus, according to the court, the two appraisers’ valuations did not comply with the settlement agreement because liquidation costs should have been considered when determining this value.[7] Reversing the lower court’s decision, the supreme court held that appraisers must comply with appraisal provisions in a settlement agreements.[8]

 

 

 



[1] 303 P.3d 410 (Alaska 2013).

[2] Id. at 420.

[3] Id. at 411.

[4] Id. at 412–13, 418.

[5] Id. at 417.

[6] Id. at 418.

[7] Id.

[8] Id. at 420.