Argyle v. Argyle, 19110

• Decision Date: 14 August 1984
• Docket Number: No. 19110,19110
• Citation: 688 P.2d 468
• Parties: Gayle South ARGYLE, Plaintiff and Respondent, v. Arthur Mitchell ARGYLE, Defendant and Appellant.
• Court: Utah Supreme Court

Page 468

688 P.2d 468

Gayle South ARGYLE, Plaintiff and Respondent, v. Arthur Mitchell ARGYLE, Defendant and Appellant.

No. 19110.

Supreme Court of Utah.

Aug. 14, 1984.

Bryce E. Roe, Salt Lake City, for defendant-appellant.

John A. Thomas, Evanston, Wyo., for plaintiff and respondent.

DURHAM, Justice:

By this appeal the defendant seeks reversal of a decree of divorce, claiming that the trial court erred in its valuation of the parties' marital property and in its award of a cash settlement in lieu of certain property rights. We affirm.

The plaintiff and defendant were married on September 29, 1955. They had five children, all but one adults at the time of this action. The defendant was employed by the Argyle family ranch throughout the marriage. In 1963, his mother, Emma Ireta Argyle, then a widow, made a gift to defendant and his brother, Ralph Argyle, of certain real property to be contributed by them to a new corporation, Argyle Ranch, Inc., in exchange for stock. Through this and other transactions not relevant to the issues of the case, defendant and his brother and mother each acquired 43,000 shares of stock.

In connection with the incorporation of Argyle Ranch, Inc., an "Agreement to Incorporate and Declaration of Gift" was executed that contained a "first option" or "first refusal" provision under which the remaining shareholder(s) received an option to purchase the stock of a selling shareholder at its $1-per-share par value. The agreement also provided for the purchase by the remaining shareholder(s) of Emma Ireta's shares at par value on her death. Emma Ireta is deceased. At present the defendant and his brother are the sole shareholders. Each holds 43,000 shares, and each is in the process of purchasing 21,500 shares from Emma Ireta's estate.

During the marriage plaintiff and defendant were furnished by the corporation with a home, food, utilities, cars, and other essentials, including furniture and appliances. Defendant drew a nominal salary. Plaintiff was a homemaker throughout the 27-year marriage and cared for the parties' five children. She also participated directly in the ranch operation by cooking for ranch employees and by cooking for four years in a ranch-owned cafe.

The trial court awarded plaintiff a cash settlement of $463,000, representing one-half of the value of the defendant's stock in Argyle Ranch, Inc., and ordered the defendant to pay $100,000 within six months and the balance over a 15-year period with interest on the unpaid balance at the rate of ten percent per annum.

On appeal the defendant raises two issues, claiming first, that the trial court had no evidence on which to support its valuation of the plaintiff's share of the stock in Argyle Ranch, Inc., and second, that the trial court abused its discretion in ordering defendant to pay the money judgment of $463,000 on the terms described above.

The trial court in a divorce action is permitted considerable discretion in adjusting the financial and property interests of the parties, and its actions are entitled to a presumption of validity. Savage v. Savage, Utah, 658 P.2d 1201, 1203 (1983). In particular the "[d]etermination of the value of the assets is a matter for the trial court which will not be reviewed in the absence of a clear abuse of discretion." Turner v. Turner, Utah, 649 P.2d 6, 8 (1982) (citations omitted). A review of the record reveals no such abuse of discretion with regard to the valuation of the marital stock or the method required for payment of the award.

At trial plaintiff's expert, a real estate appraiser, testified that the market value of the ranch was $3,489,249. Defendant's two experts, also real estate appraisers, valued the ranch at $1,235,500. Recent financial statements prepared by the corporation for the Production Credit Administration showed a net worth for the corporation of $1,962,008. The court relied on this net worth figure as representing the value of the ranch. From that amount the court deducted $109,000, representing the gift of land received from defendant's mother in 1963. The balance was then halved to determine defendant's interest and halved again to reach plaintiff's marital share of the property.

Defendant attacks the valuation on two grounds: (1) there was no testimony as to the value of the stock, only the value of the ranch assets and net worth; and (2) the "first option" agreement, giving remaining shareholders the option to purchase stock at $1 per share should have been taken into consideration by the court in valuing the stock.

The only testimony defendant offered to the court regarding the value of the marital property to be divided was information about the ranch assets and liabilities, the very information he now contends is inadequate. Defendant's first expert was a real estate broker and a land use consultant, specializing in appraisal of ranch properties. Defendant's second expert was a professional fee appraiser also specializing in appraisal of ranch properties. Both experts testified regarding the market value of the ranch, considering the real property and improvements, animals, machinery, and grazing licenses of Argyle Ranch, Inc. Neither testified to the value of the Argyle Ranch stock as it might differ from the value of the corporate assets or net worth. If defendant's position was that the stock should have been valued by a measure different than the value of the underlying assets or net worth, he had the burden of offering further evidence on alternative methods of valuation. Having failed to produce such evidence, he may not claim that the trial court erred in considering the information he did supply. See Turtle Management, Inc. v. Haggis Management, Inc., Utah, 645 P.2d 667, 672 (1982).

Defendant's claim that the "first option" agreement should have been a factor in valuing the stock is also without merit. Defendant offered no testimony below as to how the agreement should have been considered, nor can defendant cite any cases where a "first option" agreement at a specified amount is determinative for purposes of valuing stock for purposes of a marital dissolution. In a divorce action a "first option" agreement or other retirement or redemption provision is not determinative of the value of the marital stock. Agreements of this sort generally do not contemplate an evaluation for such purposes. Cf. In re Marriage of Morris, Mo., 588 S.W.2d 39, 43 (1979); Suther v. Suther, 28 Wash.App. 838, 844-45, 627 P.2d 110, 113 (1981).

We also disagree with defendant that the lower court took the "easy way out" in basing the value of the stock upon the net worth of Argyle Ranch, Inc. We acknowledge that valuation of the stock of a closely held corporation presents a unique factual question. Lavene v. Lavene, 162 N.J.Super. 187, 193, 392 A.2d 621, 624 (1978) (citation omitted). However, there is ample support in the record for the court's determination as to a reasonable and fair valuation of the marital stock.

Defendant's second claim, that the cash award with interest is an abuse of the trial court's discretion, is based on defendant's concern that such an award is beyond his ability to pay. Once again defendant complains about an outcome to which he offered virtually no alternative in his evidence and arguments before the trial court. It is the court's duty to make a division of the property and income in a divorce procedure so that the parties may readjust their lives to the new situation as well as possible. MacDonald v. MacDonald, 120 Utah 573, 236 P.2d 1066 (1951). The decision below accomplishes such a result. We are unable to fashion a better method on these facts, and the defendant's failure to describe one suggests that a more fair solution does not exist.

The court's choice of a cash award is appropriate. Wherever possible, ...