Ivy v. Calais Company, Inc.

Summary

The Alaska Supreme Court reviewed a shareholder dispute concerning the valuation of shares in a closely held corporation under a settlement agreement and AS 10.06.630(a). The court affirmed the appraisal panel’s $54 million fair-value determination and rejected challenges to the panel’s methodology and report. It reversed the denial of post-judgment interest and held that interest was payable from the effective date of the prior judgment, subject to reduction for dividends received by the shareholder.

Holdings

1. The superior court properly instructed the appraisal panel to calculate fair value under AS 10.06.630(a), the settlement agreement, and the prior appellate opinion. The court was not required to prescribe the detailed valuation methodology Ivy requested.
2. The court's role under the settlement agreement was not to determine whether the appraisers accurately valued Calais, but only whether they understood and completed the contractually assigned task.
3. The superior court did not abuse its discretion in finding that the appraisal report adequately described the reasoning behind the $54 million fair-value conclusion and complied with the court's instructions.
4. Ivy failed to preserve several valuation arguments because they were not raised below or were raised only in her motion for reconsideration. Her cursory tax-basis argument, unsupported by factual or legal authority, also failed to preserve that issue.
5. Ivy was entitled to post-judgment interest calculated from the effective date of the July 2010 judgment, but the award had to be reduced by dividends she received on her Calais shares after that judgment.

Questions Presented

1. Whether the superior court properly instructed the appraisal panel on remand to determine the fair value of Calais under the settlement agreement and AS 10.06.630(a).
2. Whether the appraisal panel's valuation should be set aside because the appraisers allegedly failed to consider a going-concern sale, provided an inadequately detailed report, or made substantive valuation errors.
3. Whether Ivy preserved her remaining challenges to the appraisal for appellate review.
4. Whether Ivy was entitled to post-judgment interest calculated from the July 2010 judgment, subject to reduction for dividends received after that judgment.

Disposition

reversed_and_remanded