Robertson v. Jacobs Cattle Co., 852 N.W.2d 325

Jacobs Cattle Company is a Nebraska family partnership organized in 1979.
Seven partners sought dissolution of the partnership while others cross-claimed for judicial dissociation; the district court dissociated the four dissenting partners and ordered a buyout.
The issue centers on whether, for a dissociation buyout, capital gains from a hypothetical land sale should be treated as net profits distributable under paragraph 11 or allocated by capital accounts.
The prior appeal held that the district court erred in distributions and remanded to consider whether capital gains could be treated as net profits under the partnership agreement.
On remand, the district court held that the capital gain did not constitute net profits, basing distributions on capital percentages and yielding a smaller buyout for dissociated partners.
The Supreme Court reverses, holding that the capital gain from the hypothetical sale should be included in net profits and distributed under paragraph 11, and remands for calculation accordingly under §§ 67-434(2) and 67-445(2).

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether capital gain from a hypothetical sale constitutes net profits.	Robertson contends capital gain is net profits under paragraph 11.	Jacobs Cattle Co. argues capital gain is not net profits since no actual sale occurred.	Yes; capital gain is net profits and distributable under paragraph 11.
Whether the district court erred by relying on expert testimony premised on no actual sale.	Appellants argue reliance on such testimony was improper.	Appellees contend the experts reasonably treated no actual sale as non-probative.	The district court erred in relying on appellees’ experts; appellants’ expert testimony supports net-profits allocation.
How should buyout distributions be computed under §§ 67-434(2) and 67-445(2)?	Distributions should reflect profits from liquidation credited to accounts per paragraph 11.	Distributions should be based on capital percentages if profits aren’t recognized as net profits.	Distributions must include capital gain as net profits and be allocated according to paragraph 11; remand for calculation.

Robertson v. Jacobs Cattle Co., 285 Neb. 859 (Neb. 2013) (conceptual framework for dissociation and distributions; prior findings cited by court)
Shoemaker v. Shoemaker, 275 Neb. 112 (Neb. 2008) (statutory context for dissolution/dissociation under pre-U.P.A. framework)
McKinney v. Okoye, 282 Neb. 880 (Neb. 2011) (interpretive framework for statutory and agreement-based distribution)