Ali v. Arif ( 2015 )

 With respect to the receiver, appellant neither challenged the
appointment nor raised allegations of bias below. Further, appellant does
not now explain how his rights were prejudiced by any conflict of interest;
although his views on what should happen with the partnership property
upon dissolution differed slightly from those of the receiver, the district
court properly considered all contentions in deciding that trying to sell the
Ho Hum Motel traditionally and placing Everybody's Inn for auction was
appropriate, and those decisions are supported by expert testimony in the
record. Accordingly, reversal is not warranted based on alleged bias.
NRCP 61; Cook v. Sunrise Hosp. & Med. Ctr., 124 Nev. 997, 1006-07, 194
P.3d 1214, 1219-20 (2008) (reversal is not warranted unless prejudicial
error affecting a party's substantial rights is demonstrated); Old Aztec
Mine, Inc. v. Brown, 97 Nev. 49, 52, 623 P.2d 981, 983 (1981) ("A point not
urged in the trial court, unless it goes to the jurisdiction of that court, is
deemed to have been waived and will not be considered on appeal.").
Regarding the partnership agreement, although appellant
urged the court to apply its terms, the district court was not asked to
determine whether the parties' partnerships were governed by the original
written agreement even after the death of one of the original three
partners and the subsequent addition of a new partner, and thus it is
unclear whether the agreement remains in effect. Moreover, the relevant
agreement clause, provision 14, applied only to dissolution "by death or
withdrawal," and here, the district court ordered the partnerships
dissolved under NRS 87.320(1)(c) (conduct tending to prejudicially affect
the business), as well as by the parties' agreement to dissolve.
Accordingly, the court had authority to direct the winding up process.
NRS 87.370.
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With respect to the Ho Hum Motel, appellant sought a
traditional sale, subject to court-imposed time limits, which is what the
district court ordered. The motel was to be auctioned only if an acceptable
buyer could not be located within 120 days. Accordingly, appellant is not
aggrieved by the district court's decision, NRAP 3A(a), and cannot now
complain that the motel should have been sold to him directly. Old Aztec
Mine, 97 Nev. at 52, 623 P.2d at 983.
As for the Everybody's Inn, the court reasonably concluded
that sale by auction was appropriate) NRS 87.380 (providing that
partnership property may be applied to discharge liabilities and then any
surplus paid to the partners in cash); Disotell u. Stiltner, 100 P.3d 890,
893-94 (Alaska 2004) (explaining that uniform act language identical to
NRS 87.380 is usually interpreted as a general, if not absolute, rule
favoring liquidation); Dreifuerst v. Dreifuerst, 280 N.W.2d 335, 338-39
(Wis. Ct. App. 1979) (explaining the benefits of liquidation, including
determining fair market value and allowing the former partners to acquire
it, perhaps at a lower price); see also Estate of Matteson v. Matteson, 749
N.W.2d 557, 566 (Wis. 2008) (explaining that district courts have broad
discretion in equity proceedings for the dissolution and liquidation of a
partnership and will be affirmed if the relevant facts are examined, a
proper legal standard is applied, and a reasonable conclusion is reached).
The property was encumbered by substantial debt and physical liabilities,
one expert concluded its best value was as a tear-down, and there was no
'In appellant's June 24, 2015, motion for a stay, he indicated that
the Everybody's Inn Motel was to be auctioned on June 26, 2015.
Accordingly, it appears that this issue might be moot. Nevertheless, as it
is unclear whether the property was sold, we address the merits.
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showing that appellant was ready and able to buy out respondent's share
of the partnership. Accordingly, the district court did not abuse its
discretion, and we
ORDER the judgment of the district court AFFIRMED.'
, J.
Saitt
Gibbons
J.
cc: Hon. Lidia Stiglich, District Judge
Khalid Ali
Robison Belaustegui Sharp & Low
Washoe District Court Clerk
2To the extent that appellant raises other issues, including failure to
receive manager's wages, appellant apparently reached a settlement
agreement and thus did not raise those issues at trial. Accordingly, they
are waived. Old Aztec Mine, 97 Nev. at 52, 623 P.2d at 983.
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