Utah Supreme Court holds judgment debtors can pay judgment and reserve right to appeal; asset level deductions and discounts must be applied when valuing a corporation; and Rule 58B is the means to abate interest during appeal.

Utah Resources International, Inc. v Mark Technologies Corporation I (Valuation)

Utah sought to buy out minority shareholders. Two minority shareholders dissented from eh buyout and Utah petitioned to set a fair market value. The district court refused to apply any discounts for broker fees, taxes or other deductions and set a value. Utah paid part of the judgment to avoid interest but reserved its right to appeal the valuation. The Court reversed and remanded. It first held that when a judgment debtor pays a judgment but reserves the right to appeal clearly on the record, the case is not moot and appeal will lie. Turning the merits, the Court held the district court erred in refusing to apply the discounts for brokers fees, taxes and other discounts because the out of state authority cited did not deal with a company like Utah that had a plan to sell its assets in place, the Utah Supreme Court case relied upon by the district court only prohibits discount at the shareholder level to prevent penalizing the minority shareholders not at the asset level to prevent windfalls for dissenters and each deduction or discount is recognized by financial professionals as appropriate when valuing a company.

Utah Resources International, Inc. V Mark Technologies Corporation II (Abatement)

After judgment was entered, Utah moved under Rule of Civil Procedure 62 to deposit 3 years interest in lieu of a bond. The district court granted the motion. Utah later moved under Rule 62 to abate interest during appeal. This was denied as was a Rule of Appellate Procedure 8 motion for stay. The Court affirmed the denial of the motion to abate. It first held that the denial of the abatement motion was a final order and the denial of the Rule 8 motion for stay did not strip the Court of jurisdiction as the issues in the two motions were different. It held that under the plain language of Rule 62 district courts do not have power to abate interest. The Court then held that Rule of Civil Procedure 60 does not authorize abetment either as there was no major change in law and interest is not the kind of prospective relief contemplated by the rule. Finally, the Court held that Utah was not entitled to relief under Rule of Civil Procedure 58B as Utah’s offer to pay the judgment was conditional and thus not a tender for purposes of Rule 58B.