Pastimes, LLC v. Clavin, 274 P.3d 714

Pastimes LLC was formed by Lila Clavin and Robert Gilbert in 1996 with equal 50/50 ownership and an operating agreement controlling dissolution and distributions.
Lila died in 2000; Tim Clavin was the Estate’s personal representative and disputed the value of Lila’s Pastimes interest.
The District Court valued Lila’s Pastimes interest as of the date of trial rather than her death, and Gilbert continued operating Pastimes post-death.
Pastimes argued dissolution occurred automatically at Lila’s death under the LLC agreement, triggering a death-date valuation.
The court relied on an oral modification of the dissolution provision and on the agreement and LLC Act to allow continued operation, affecting the valuation date.
The court used the Estate’s valuation expert for present-day value, determined Lila’s interest at the time of trial, and awarded attorney fees and costs to the Estate based on indemnification, later reversed on appeal for fee/cost reasoning and interest-rate application.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Valuation date for Lila’s interest	Pastimes seeks death-date valuation under the Agreement.	Estate contends present-day value under the modified agreement.	Valuation at time of trial, not death.
Interest rate applied to judgment	IRC-based rates apply only if the contract lacks a rate; statutory rate governs.	Agreement allows IRC-based rate for valuation components; see Section 10.04(a).	Interest computed under IRC rates for the applicable portion; statutory rate applies to whole judgment per the court.
Indemnification provision supporting fees/costs	Indemnity clause covers acts arising from a member’s activities; supports Estate fees.	Clause does not cover fees here; Tim and Estate not acting on behalf of Pastimes.	Indemnification provision does not support an award of attorney fees or costs to the Estate.
Costs award and timing of costs	Costs may be awarded or allocated under contract.	Costs must comply with statutory timing; failure to timely file memorandum of costs invalidates award.	Costs award improper due to timing; remanded for recalculation.

In re Estate of Snyder, 337 Mont. 449 (2007 MT 146) (value at death where statute mirrored probate code, limited applicability to LLCs here)
AAA Constr. of Missoula, LLC v. Choice Land Corp., 362 Mont. 264 (2011 MT 262) (contract interpretation and contract modification, standards for reviewing factual findings)
Mungas v. Great Falls Clinic, LLP, 354 Mont. 50 (2009 MT 426) (attorney-fee award standards; absence of contractual basis for fees)