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This case was last updated from Los Angeles County Superior Courts on 05/24/2019 at 03:26:33 (UTC).

BRIAN W CRANE VS R R CRANE INVESTMENT CORPORATION INC

Case Summary

On 11/13/2017 BRIAN W CRANE filed a Contract - Business Governance lawsuit against R R CRANE INVESTMENT CORPORATION INC. This case was filed in Los Angeles County Superior Courts, Stanley Mosk Courthouse located in Los Angeles, California. The Judge overseeing this case is ROBERT B. BROADBELT. The case status is Pending - Other Pending.

Case Details Parties Documents Dockets

 

Case Details

  • Case Number:

    ****3006

  • Filing Date:

    11/13/2017

  • Case Status:

    Pending - Other Pending

  • Case Type:

    Contract - Business Governance

  • Court:

    Los Angeles County Superior Courts

  • Courthouse:

    Stanley Mosk Courthouse

  • County, State:

    Los Angeles, California

Judge Details

Presiding Judge

ROBERT B. BROADBELT

 

Party Details

Plaintiff and Petitioner

CRANE BRIAN W.

Defendant and Respondent

R.R. CRANE INVESTMENT CORPORATION INC.

Cross Plaintiff

CRANE KEVIN R

Attorney/Law Firm Details

Plaintiff and Petitioner Attorneys

SEDGWICK LLP

MANKEY CAROLINE HOADLEY

MANKEY CAROLINE HOADLEY ESQ.

Defendant Attorney

MOTLEY DALE E. ESQ.

 

Court Documents

Minute Order

5/21/2018: Minute Order

ORDER GRANTING MOTION STAYING CASE AND APPOINTING APPRAISERS TO DETERMINE VALUE OF PLAINTIFF'S SHARES OF R.R. CRANE INVESTMENT CORPORATION, INC. PURSUANT TO CORPORATIONS CODE ? 2000

5/21/2018: ORDER GRANTING MOTION STAYING CASE AND APPOINTING APPRAISERS TO DETERMINE VALUE OF PLAINTIFF'S SHARES OF R.R. CRANE INVESTMENT CORPORATION, INC. PURSUANT TO CORPORATIONS CODE ? 2000

REQUEST FOR REFUND

6/8/2018: REQUEST FOR REFUND

CIVIL BOND

6/8/2018: CIVIL BOND

PLAINTIFF BRIAN CRANE'S NOTICE OF DESIGNATION OF APPRAISER

6/8/2018: PLAINTIFF BRIAN CRANE'S NOTICE OF DESIGNATION OF APPRAISER

ORDER APPOINTING THIRD APPRAISER TO DETERMINE VALUE OF PLAINTIFF'S SHARES OF R. R. CRANE INVESTMENT CORPORATION, INC. PURSUANT TO CORPORATIONS CODE SECTION 2000

7/24/2018: ORDER APPOINTING THIRD APPRAISER TO DETERMINE VALUE OF PLAINTIFF'S SHARES OF R. R. CRANE INVESTMENT CORPORATION, INC. PURSUANT TO CORPORATIONS CODE SECTION 2000

NOTICE OF CASE REASSIGNMENT AND OF ORDER FOR PLAINTIFF TO GIVE NOTICE

9/4/2018: NOTICE OF CASE REASSIGNMENT AND OF ORDER FOR PLAINTIFF TO GIVE NOTICE

EX PARTE APPLICATION TO EXTEND TIME FOR APPRAISERS TO SUBMIT APPRAISAL OF R. R. CRANE INVESTMENT CORPORATION, INC. PURSUANT TO CORPORATIONS CODE ? 2000

9/26/2018: EX PARTE APPLICATION TO EXTEND TIME FOR APPRAISERS TO SUBMIT APPRAISAL OF R. R. CRANE INVESTMENT CORPORATION, INC. PURSUANT TO CORPORATIONS CODE ? 2000

PLAINTIFF BRIAN CRANE'S OPPOSITION TO EX PARTE APPLICATION TO EXTEND DEADLINE FOR APPRAISERS TO DETERMINE VALUE OF SHARES OF R.R. CRANE INVESTMENT CORPORATION, INC. PURSUANT TO CORPORATIONS CODE ? 200

9/26/2018: PLAINTIFF BRIAN CRANE'S OPPOSITION TO EX PARTE APPLICATION TO EXTEND DEADLINE FOR APPRAISERS TO DETERMINE VALUE OF SHARES OF R.R. CRANE INVESTMENT CORPORATION, INC. PURSUANT TO CORPORATIONS CODE ? 200

Notice

12/4/2018: Notice

Other -

12/19/2018: Other -

Objection

12/20/2018: Objection

Motion for Order

1/4/2019: Motion for Order

Motion for Order

2/20/2019: Motion for Order

ANSWER OF DEFENDANT, R. R. CRANE INVESTMENT CORPORATION, TO COMPLAINT OF PLAINTIFF, BRIAN W. CRANE, TRUSTEE OF THE CRANE FAMILY TRUST FOR THE BENEFIT OF BRIAN W. CRANE

1/5/2018: ANSWER OF DEFENDANT, R. R. CRANE INVESTMENT CORPORATION, TO COMPLAINT OF PLAINTIFF, BRIAN W. CRANE, TRUSTEE OF THE CRANE FAMILY TRUST FOR THE BENEFIT OF BRIAN W. CRANE

SUMMONS ON CROSS-COMPLAINT

1/11/2018: SUMMONS ON CROSS-COMPLAINT

ORDER TO SHOW CAUSE HEARING

11/17/2017: ORDER TO SHOW CAUSE HEARING

SUMMONS

11/13/2017: SUMMONS

49 More Documents Available

 

Docket Entries

  • 05/13/2019
  • at 08:30 AM in Department 53, Robert B. Broadbelt, Presiding; Hearing on Motion - Other (CONFIRM AWARD OF APPRAISERS) - Not Held - Continued - Court's Motion

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  • 05/13/2019
  • at 08:30 AM in Department 53, Robert B. Broadbelt, Presiding; Hearing on Motion for Order (Setting a Deferred Valuation Date Pursuant to Corporations Code section 2000(f)) - Not Held - Continued - Court's Motion

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  • 05/13/2019
  • Notice (of Further Continuance of Hearing); Filed by R.R. Crane Investment Corporation, Inc. (Defendant)

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  • 05/13/2019
  • Minute Order ( (Hearing on Motion - Other CONFIRM AWARD OF APPRAISERS; Hearin...)); Filed by Clerk

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  • 04/25/2019
  • at 08:30 AM in Department 53, Robert B. Broadbelt, Presiding; Hearing on Motion for Order (Setting a Deferred Valuation Date Pursuant to Corporations Code section 2000(f)) - Not Held - Advanced and Continued - by Court

    Read MoreRead Less
  • 04/25/2019
  • at 08:30 AM in Department 53, Robert B. Broadbelt, Presiding; Hearing on Motion - Other (CONFIRM AWARD OF APPRAISERS) - Not Held - Advanced and Continued - by Court

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  • 04/24/2019
  • at 11:19 AM in Department 53, Robert B. Broadbelt, Presiding; Non-Appearance Case Review

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  • 04/24/2019
  • Order (Confirming award of appraisers, and Motion for order setting valuation); Filed by Clerk

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  • 04/24/2019
  • Notice (of Continuance of Hearings); Filed by R.R. Crane Investment Corporation, Inc. (Defendant)

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  • 04/24/2019
  • Minute Order ( (Non-Appearance Case Review;)); Filed by Clerk

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95 More Docket Entries
  • 01/05/2018
  • CROSS-COMPLAINT FOR DECLARATORY RELIEF

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  • 12/07/2017
  • Notice and Acknowledgment of Receipt; Filed by Brian W. Crane (Plaintiff)

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  • 12/07/2017
  • NOTICE OF ACKNOWLEDGEMENT OF RECEIPT - CIVIL

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  • 11/17/2017
  • Notice of Case Management Conference; Filed by Clerk

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  • 11/17/2017
  • OSC-Failure to File Proof of Serv; Filed by Clerk

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  • 11/17/2017
  • ORDER TO SHOW CAUSE HEARING

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  • 11/17/2017
  • NOTICE OF CASE MANAGEMENT CONFERENCE

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  • 11/13/2017
  • SUMMONS

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  • 11/13/2017
  • Complaint; Filed by Brian W. Crane (Plaintiff)

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  • 11/13/2017
  • VERIFIED COMPLAINT FOR INVOLUNTARY DISSOLUTION OF R.R. CRANE INVESTMENT CORPORATION, INC.

    Read MoreRead Less

Tentative Rulings

Case Number: BC683006    Hearing Date: December 21, 2020    Dept: 53

Superior Court of California

County of Los Angeles – Central District

Department 53

brian w. crane ,

Plaintiff,

vs.

r.r. crane investment corporation, inc. , et al.,

Defendants.

Case No.:

BC683006

Hearing Date:

December 21, 2020

Time:

10:00 a.m.

Order RE:

motion for order confirming award of appraisers regarding value of shares of r.r. crane investment corporation, inc. pursuant to corporations code § 2000

AND RELATED CROSS-ACTION

MOVING PARTY: Defendant/cross-complainant R.R. Crane Investment Corporation, Inc.

RESPONDING PARTY: Plaintiff/cross-defendant Brian W. Crane, Trustee of the Crane

Family Trust for the Benefit of Brian W. Crane

Motion for an Order Confirming Award of Appraisers Regarding Value of Shares of R.R. Crane Investment Corporation, Inc. Pursuant to Corporations Code § 2000

The court considered the moving, opposition, and reply papers.

Background

On November 13, 2017, plaintiff Brian W. Crane, Trustee of the Crane Family Trust for the Benefit of Brian W. Crane (“BWC”) filed his complaint for involuntary dissolution of R.R. Crane Investment Corporation, Inc. (“R.R. Crane”). On January 5, 2018, R.R. Crane and Kevin R. Crane, Trustee of the Crane Family Trust for the Benefit of Kevin R. Crane (“KRC”) filed a Cross-Complaint for declaratory relief.

On May 21, 2018, the court issued an order granting R.R. Crane’s motion to stay the case and to appoint appraisers to determine the value of BWC’s shares of R.R. Crane pursuant to Corporations Code section 2000. Pursuant to the order, BWC and R.R. Crane were to each file and serve a designation of an appraiser on or before June 8, 2018. The two designated appraisers were then to select a third appraiser before June 28, 2018. In the event there was a disagreement, the court would select a third appraiser by July 9, 2018. The court ordered that, once the three appraisers have been selected, they shall ascertain the value of BWC’s shares in R.R. Crane, and then “the three appraisers, or a majority thereof” shall submit an award regarding the value of the shares by October 1, 2018.

On September 26, 2018, the court issued an order extending the time for the appraisers to submit their appraisal from October 1, 2018 to December 3, 2018. On December 4, 2018, R.R. Crane and KRC filed a notice of submission of appraisal by two of the appraisers, William Buckley (“Buckley”) and Raymond Moran (“Moran”). On December 5, 2018, BWC filed a notice of submission of appraisal by Glenn Garlick (“Garlick”).

On December 19, 2018, R.R. Crane filed an Award of Appraisers Pursuant to Corporations Code § 2000 signed by two of the appraisers (Buckley and Moran). The December 19, 2018 award states that those two appraisers find that the value of the shares of R.R. Crane owned by BWC is $5,509,923. On December 20, 2018, BWC filed an objection to the December 19, 2018 award. On January 4, 2019, R.R. Crane moved for an order confirming the December 19, 2018 award.

On July 9, 2019, the court issued an order denying R.R. Crane’s motion to confirm the December 19, 2018 award on the ground that no majority fair value appraisal or majority award supported by such an appraisal was properly presented to the court. (Order, filed July 9, 2019, p. 7:18-24.) The court ordered (1) the three designated appraisers, Buckley, Moran, and Garlick, to appraise and ascertain the fair value of the shares of R.R. Crane owned by BWC, and (2) after determining the value of BWC’s shares of R.R. Crane, the three appraisers, or a majority thereof, to file with the court an award regarding the value of those shares and their appraisal report(s) supporting the award no later than September 10, 2019. (Order, filed July 9, 2019, pp. 7:25-8:4.) In the July 9, 2019 order, the court also considered and denied BWC’s motion to set a deferred valuation date because the court found the request was untimely and there was no good cause to grant such relief.

On September 9, 2019, R.R. Crane filed an Award of Appraisers Pursuant to Corporations Code § 2000 signed by two of the appraisers (Buckley and Moran) (the “Award”). The Award states that those two appraisers find that the gross value of the shares of R.R. Crane owned by BWC is $6,182,918, and that the net value of BWC’s interest in R.R. Crane is $5,304,750 (the value of BWC’s shares offset by 50% of an obligation on an outstanding loan and accrued interest owed by BWC to R.R. Crane). On September 16, 2019, BWC filed an objection to the Award and a declaration of Garlick in support of BWC’s objection.

R.R. Crane now moves for an order confirming the Award. BWC opposes the motion.

OBJECTIONS

The court overrules R.R. Crane’s first and second objections, filed November 12, 2020.

DISCUSSION

“A section 2000 shareholder buyout is a special proceeding that supplants an action for involuntary dissolution of a corporation.” (Goles v. Sawhney (2016) 5 Cal.App.5th 1014, 1018.) “Section 2000 provides that when a shareholder sues for involuntary dissolution, the corporation, or the holders of 50 percent or more of the voting power of the corporation, may avoid the dissolution by purchasing for cash the shares owned by plaintiffs at their ‘fair value.’” (Ibid.) “The statute defines ‘fair value’ as the ‘liquidation value as of the valuation date but taking into account the possibility, if any, of sale of the entire business as a going concern in a liquidation.” (Ibid.) “If the parties cannot agree on a valuation, the trial court shall appoint three disinterested appraisers to appraise the fair value of the shares.” (Ibid.) “The order shall prescribe the time and manner of producing evidence, if evidence is required. The award of the appraisers or of a majority of them, when confirmed by the [trial] court, shall be final and conclusive upon all parties.” (Ibid.) “[W]hen the determination of the fair value of the shares by the appraisers, or a majority of them, is erroneous, it is the duty of the trial court to examine the matter de novo and to fix a proper value.” (Mart v. Severson (2002) 95 Cal.App.4th 521, 535 (internal quotations omitted).) An award pursuant to section 2000 “requires that at least two of the appraisals reach a consensus on fair value.” (Goles v. Sawhney, supra, 5 Cal.App.5th at p. 1020.)

R.R. Crane contends that the gross value of the shares set forth in the Award ($6,182,918) is fair because the majority of the appraisers (Buckley and Moran) have determined this value and have supported their determination with substantial evidence. R.R. Crane points out that the Award sets forth the data, methodology, and analysis that Buckley and Moran used to arrive at the Award, Buckley and Moran’s qualifications, and Buckley and Moran’s rationale for their conclusion. R.R. Crane acknowledges that the third appraiser, Garlick, disagrees with some of the conclusions of the majority of the appraisers, but contends that Garlick’s disagreements are regarding insignificant issues and do not warrant changing the Award. R.R. Crane points out that the Award references and takes into consideration Garlick’s analysis and opinions on a number of issues.

R.R. Crane also contends that the Award’s alternative net award of $5,304,750 to BWC is fair because it reflects the value of BWC’s shares of R.R. Crane ($6,182,918) offset by 50% of an obligation on an outstanding loan and accrued interest owed by BWC to R.R. Crane as of December 1, 2018 ($1,756,336 [total principal and accrued interest outstanding on the BWC loan as of December 1, 2018] x 50% = $878,168).

  1. The BWC Loan Offset

In opposition to the motion, BWC first contends that the Award’s alternative net award of $5,304,750 (which reflects an offset against the gross award of $6,182,918 for 50% of the amount due on a loan from R.R. Crane to BWC (the “BWC Loan”)) should not be confirmed by the court. BWC states that KRC’s Cross-Complaint in this action includes a cause of action for a declaration that R.R. Crane gave BWC a loan on which there is owed a principal balance of $804,978.58 plus interest at a rate of 7% since April 2013. BWC disputes the alleged loan balance and interest rate, and points out that the merits of KRC’s claim as to the loan obligation and interest due have not yet been litigated. BWC also contends that, since it has been more than seven years of dispute over the alleged loan balance, KRC’s claim is likely barred by the statute of limitations or laches. BWC also points out that the Award itself does not take a position on whether the loan balance should offset the value of BWC’s shares of R.R. Crane. Instead, the Award characterizes the BWC Loan as an “obligation outstanding for over 22-years with no written promissory note, no history of servicing, [and] held between related parties engaged in litigation,” and states that the BWC Loan has “no realizable value outside of the parties involved.” (Motion, filed October 10, 2019 p. 39.)[1]

In reply, R.R. Crane contends that the Award’s alternative net award properly includes an offset for the BWC Loan, and points out that the Award relied on the corporation’s tax returns and accounted for BWC and KRC’s payments towards the BWC Loan in determining the offset. R.R. Crane argues that the appraisers agreed that 50% of the value of the BWC Loan should be offset from the price of the stock because no ready, willing, and able reasonable buyer would ever want to purchase the corporation with the BWC Loan obligation in place. R.R. Crane also points out that, in the Declaration of Brian W. Crane filed in support of BWC’s opposition to this motion, BWC does not deny that he owes this obligation to the corporation and does not state that there has ever been a dispute as to the amount due on the BWC Loan.

The court finds that the Award should not include an offset for the BWC Loan because the court has not adjudicated KRC’s cross-claim as to the amount of principal and interest that BWC owns on the BWC Loan. Moreover, although the Award quantifies the principal and interest for the BWC Loan, and supports its evaluation of the BWC Loan with evidence, the Award also states, in relevant part:

The GR Analysis [Buckley] was the only report to quantify the principal and accrued interest for the BWC loan as per the information provided by Mr. Geller and the carry value on the balance sheet. As well, the GR analysis [Buckley] was the only report to address an offset for a 50% amount of the outstanding balance of the BWC loan . . . as requested by counsel. . . . .

[¶]

Application of the offset to the award of the appraisers is at the discretion of the trier of fact based on findings in the associated Cross-Complaint of RR Crane. Since it is highly unlikely that the litigants would write a check for the amount of the offset, the award of the appraisers will include both a gross value, a 50% share of the adjusted net assets of RR Crane, and a net value that incorporates the application of the offset to the 50% share of Brian Crane which should be part of the award.

(Motion, pp. 41-42.) Only one of the three appraisers quantified and applied the BWC Loan offset to the Award, and the Award states that application of the offset to the Award is at the discretion of the trier of fact based on findings in KRC’s cross-action. Accordingly, the court finds that the Award should not include an offset for the BWC Loan, and denies R.R. Crane’s request to confirm the alternative net award of $5,304,750, rather than the gross award of $6,182,918, set forth in the Award.

  1. BWC’s Request for Prejudgment Interest

Second, BWC contends that the Award, which values BWC’s shares in R.R. Crane as of November 13, 2017, deprives BWC of the time value of the money owed to BWC as of November 13, 2017, and that payment of prejudgment interest to BWC from November 13, 2017 to the date of the decree would represent a fair value of the shares. BWC therefore requests that he be awarded prejudgment interest on the purchase price payable to him as of November 13, 2017, at the rate of 10% per annum. BWC cites Civil Code section 3287, subdivision (a), which provides that a person who is entitled to recover damages certain, or capable of being made certain by calculation, is entitled also to recover interest thereon from that day. As R.R. Crane points out in its reply, the court’s decree to wind up and dissolve the corporation unless R.R. Crane pays the fair value of BWC’s shares within the time specified by the decree is not a money judgment or an award of “damages” to which the statutes authorizing awarding prejudgment interest apply. (Code Civ. Proc., § 3287 [authorizing person who is entitled to recover damages to recover interest], § 3288 [interest may be given in an action for the breach of an obligation not arising from contract].) The court therefore denies BWC’s request for prejudgment interest.

  1. Disputed Valuations

Third, BWC contends that the Award is not a fair valuation of the shares and requests that the court determine the value of the shares de novo. BWC contends that the determination of the fair value by the majority of appraisers is erroneous because the appraisers failed to take into account any of the objections raised by BWC. In his opposition, BWC disputes certain real estate appraisals (as to “Sunburst and Comanche” and the “Bryan-Irvine Partnership”), the “fictional transaction costs,” the application of the gains tax discount, and the discount on the “CFT or Graegin Note.”

With regard to the fair market value of the “Comanche Property” and the “Sunburst Property,” BWC argues, among other things, that the appraisers relied on outdated real property comparable sales and inconsistent or inflated cap rates. BWC then conclusorily states that “the only real estate appraisals that should be used are the Foss Consulting appraisals on which Cogent Valuation relied, which valued Comanche and Sunburst at $9,110,000 and $4,320,000 respectively.” (Opposition, p. 10:11-13.) BWC makes similar arguments with regard to the “Bryan-Irvine Partnership” valuation. In reply, R.R. Crane contends that the differences in the real estate valuations among the appraisers are not significant, and that BWC offers no competent evidence to challenge the appraisers’ real estate valuations. The court agrees, and does not find that the real estate valuations are erroneous.

With regard to “fictional transaction costs,” BWC contends that the Award’s reduction of the value of R.R. Crane for anticipated tax liabilities and sales commissions that would be incurred only if R.R. Crane liquidated its assets, when no liquidation will actually occur, is not consistent with the sale of the company as a going concern. BWC contends that these fictional transaction costs have resulted in the deduction of $4,837,955 from the appraised value of R.R. Crane. In reply, R.R. Crane contends that these transaction costs are proper to include in the valuation and that all of the appraisers, including Garlick, agreed they are proper adjustments for the sale of real property. R.R. Crane points to Exhibit 1 of the Award, which sets forth each appraiser’s “Adjustments for Sale of Real Property.” The court does not find that the deduction of transaction costs is erroneous.

With regard to the gains tax discount, BWC contends that it would be unfair to BWC to apply the federal corporate tax rate of 34% that was applicable when BWC filed his complaint in November 2017. BWC points out that the federal corporate tax rate has since been reduced to 21%. However, the valuation date in this case is November 13, 2017 (the date on which the action was commenced). (Corp. Code, § 2000, subd. (f).) The court previously denied BWC’s motion to set a deferred valuation date.

With regard to the discount on the “CFT or Graegin Note,” BWC contends that the Award incorrectly applied a risk adjusted rate of 10.81% to the note. BWC also points out that Garlick, who previously agreed with the risk adjusted rate of 10.81%, changed his opinion after being given contextual information about the note and concluded that no discount should be applied to it because BWC is likely to pay off the loan. In reply, R.R. Crane contends that the appraisers correctly applied a risk adjusted rate and point to the facts that BWC has failed to make payments on the CFT Note, and continues to refuse to make further payments on the CFT Note, as evidence which supports that decision. R.R. Crane has submitted evidence of BWC’s refusal to make payments on the CFT Note. (Motion, Ex. D.) The court does not find that the discount on the CFT Note is erroneous.

  1. BWC’s Request for a Deferred Valuation Date

Finally, in its opposition, BWC requests an order setting a deferred valuation date pursuant to Corporations Code section 2000, subdivision (f). BWC contends that deferring the valuation date would afford BWC a fairer value. The court denies BWC’s renewed request to set a deferred valuation date for the following reasons.

First, Corporations Code section 2000, subdivision (f), provides that the valuation date shall be the date upon which that action was commenced, and that “the court may, upon the hearing of a motion by any party, and for good cause shown, designate some other date as the valuation date.” Thus, the court may only order the relief requested by BWC on a motion brought by BWC rather than in response to a request made in opposition to a motion to confirm the award of appraisers.

Second, as R.R. Crane argues in its reply, BWC previously made such a motion and the court denied BWC’s motion on July 9, 2019, finding that there was no good cause shown. (Order, filed July 9, 2019, p. 6:8-16.) Code of Civil Procedure section 1008 is the exclusive authority governing motions to reconsider and renewals of previous motions based on applications for an order to the court. (Code Civ. Proc., § 1008, subd. (e) [“This section specifies the court’s jurisdiction with regard to applications for reconsideration of its orders and renewals of previous motions, and applies to all applications to reconsider any order of a judge or court, or for the renewal of a previous motion, whether the order deciding the previous matter or motion is interim or final. No application to reconsider any order or for the renewal of a previous motion may be considered by any judge or court unless made according to this section.”].) BWC’s request for a deferred valuation date is essentially a request for the court to reconsider its July 9, 2019 order, and must be made by noticed motion pursuant to Code of Civil Procedure section 1008.

  1. Conclusion

After reviewing the Award and the fair value appraisal report issued by a majority of the appraisers, as well as the arguments and evidence presented by the parties, the court finds that the majority of the three designated appraisers has appraised and ascertained the fair value of the shares of R.R. Crane owned by BWC on the basis of the liquidation value as of the valuation date but taking into account the possibility, if any, of sale of the entire business as a going concern in a liquidation. (Corp. Code, § 2000, subd. (a).) The court finds that the gross award of $6,182,918 set forth in the Award of Appraisers Pursuant to Corporations Code § 2000, filed September 9, 2019, reflects the fair value of the shares of R.R. Crane owned by BWC, and that gross award is not erroneous.

ORDER

For the reasons set forth above, the court grants defendant and cross-complainant R.R. Crane Investment Corporation, Inc.’s Motion for Order Confirming Award of Appraisers Regarding Value of Shares of R.R. Crane Investment Corporation, Inc.

The court confirms the gross award of $6,182,918 set forth in the Award of Appraisers Pursuant to Corporations Code § 2000, filed September 9, 2019, as the fair value of the shares of R.R. Crane Investment Corporation, Inc. owned by plaintiff Brian W. Crane, Trustee of the Crane Family Trust for the Benefit of Brian W. Crane.

The court orders defendant R.R. Crane to pay $6,182,918 to plaintiff BWC no later than January 15, 2021, if R.R. Crane desires to prevent the winding up and dissolution of R.R. Crane. (Corp. Code, § 2000, subd. (d).) If R.R. Crane does not make payment of that sum to plaintiff BWC no later than that date, then the court will enter judgment against defendant R.R. Crane and issue a decree for winding up and dissolution of R.R. Crane. (Corp. Code, § 2000, subd. (c).)

On receiving payment of the $6,182,918 or tender thereof, plaintiff BWC shall transfer all of his shares of R.R. Crane to defendant R.R. Crane within 10 days. (Corp. Code, § 2000, subd. (d).)

The court sets an Order to Show Cause re compliance with the terms of this order for hearing on ______________, 2021, at 11:00 a.m., in Department 53. The court orders the parties to file a joint report concerning the status of the case and compliance with the terms of this order no later than ______________, 2021.

If the parties wish to conduct the payment by defendant R.R. Crane and the transfer of shares by plaintiff BWC through an escrow, they may prepare and lodge with the court an appropriate stipulation and order providing the terms for the escrow.

The court orders defendant and cross-complainant R.R. Crane Investment Corporation, Inc. to give notice of this order.

IT IS SO ORDERED.

DATED: December 21, 2020

_____________________________

Robert B. Broadbelt III

Judge of the Superior Court


[1] Because the Award, filed September 9, 2019, does not include page numbers, the court refers to the “Motion Page” numbers ascribed to a copy of the Award attached as Exhibit C to the motion.