Adkins Ltd. Partnership v. O Street Management, LLC
2012 D.C. App. LEXIS 505
| D.C. | 2012Background
- Adkins and OSM, partners in 0 Street Roadside, LLC, are in a buy-out dispute over Adkins’ 75% stake.
- The court had previously held OSM may exercise a buy-out upon incapacitation of Adkins’ last surviving partner.
- The buy-out value is to be determined by a three-appraiser process; if first two differ by more than $50,000, a third neutral appraiser is engaged.
- The third appraiser valued the leased fee interest in the O Street property, leading to a $660,889 valuation for Adkins’ 75% interest as of 9/1/2007, and OSM’s $721,000 potential buy-out price.
- Disputes arose over whether to value the fee simple or leased fee interest and over relevant financial disclosures; lis pendens was later filed and then canceled.
- The trial court confirmed the third appraisal and ordered settlement; Adkins challenged the valuation and the lis pendens cancellation.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the third appraiser properly valued the leased fee interest. | Adkins argues appraiser biased and should have used fee simple. | OSM contends leased fee value reflects the encumbered property under the existing lease. | Leased fee valuation proper; court instructed appraiser to value leased fee. |
| Whether the trial court properly instructed the appraiser on valuation scope. | Adkins claims trial court usurped appraiser's independent judgment. | OSM says court interpreted contract to define appraiser's authority; instruction reasonable. | Court’s instructions were proper; de novo review of contract interpretation is appropriate. |
| Whether the discovery request showed good cause to obtain confidential documents. | Adkins seeks financial documents from OSM and Giant to aid valuation. | Disclosure would cause competitive disadvantage; no good cause shown. | Court did not abuse discretion; good cause not shown; documents not required for valuation at buy-out time. |
| Whether the lis pendens cancellation was properly deemed moot. | Adkins argues cancellation prejudices its interests and is reversible. | Valuation confirmation resolved the sole issue; no real property interest remained. | Lis pendens cancellation moot because the only unresolved matter (valuation) was affirmed. |
Key Cases Cited
- Washington Auto. Co. v. 1828 L St. Assocs., 906 A.2d 869 (D.C.2006) (appraisal agreements treated as arbitration under the DC Arbitration Act)
- Cathedral Ave. Coop., Inc. v. Carter, 947 A.2d 1148 (D.C.2008) (limited judicial review of appraisals; deference to appraiser generally)
- Shore v. Groom Law Grp., 877 A.2d 86 (D.C.2005) (grounds for vacating appraisals restricted to statute-based grounds)
- Doggett v. McLachlen Bancshares Corp., 668 A.2d 511 (D.C.1995) (distinguishes arbitration vs. appraisement; appraisers' authority boundaries)
- Marceron v. Chevy Chase Servs., Inc., 258 F.2d 155 (D.C.Cir.1958) (appraiser's interpretation of contract scope reviewed de novo)
- Duk Hea Oh v. National Capital Revitalization Corp., 7 A.3d 997 (D.C.2010) (forfeiture and consistency in appellate positions)
- Dada v. Children’s Nat’l Med. Ctr., 763 A.2d 1118 (D.C.2000) (discovery rulings; abuse of discretion standard)