In re Orange County Nursery, Inc.

MEMORANDUM OF OPINION REGARDING THE TREATMENT AND VALUATION OF THE CLAIM OR INTEREST OF THE MINORITY VOTING TRUST [DOCKET 592]

This valuation arises from a dissolution action of the Debtor corporation. Pursu *865 ant to Cal. Corp.Code § 2000, on November 21, 2008, after extensive litigation, the Superior Court entered a value of the Minority Voting Trust’s interest (hereafter “Minority”) in the amount of $4,906,475, plus interest to the date of judgment for a total of $5,249,928. This represented 40.25 percent of the total value of the Debtor corporation. 1 Once that was determined, the Debtor could either pay that amount or liquidate. This ruling was appealed by the Majority.

The Majority failed to obtain a stay from the Court of Appeal and on January 22, 2009, just before the time to pay the purchase price, it filed this bankruptcy case. The Minority filed claim # 73 on May 14, 2009, asserting a liquidated total of $6,008,424.75 ($5,249,928 per the Superior Court judgment and $758,496.75 in pre-petition legal fees), and it also noted that it was claiming an amount to be determined for post-petition fees under Cal. Corp.Code § 2000(c).

In the first amended plan, the Debtor…