Dixon v. Crawford, McGilliard, Peterson & Yelish
Dixon v. Crawford, McGilliard, Peterson & Yelish
Opinion of the Court
¶1 This case involves the valuation of a law partnership upon the voluntary disassociation of one partner. The chief question is whether goodwill is properly recognized as an asset. It is. We affirm.
BACKGROUND
¶2 The Port Orchard law firm of Crawford, McGilliard, Peterson & Yelish (Crawford) was established in 1980. In 1984, Steve Dixon joined the firm. He became a full equity partner in 1991.
¶3 From its formation, the firm’s business strategy was to develop a public defense practice to the point it could be serviced by salaried employees, allowing the partners to build practices in other areas. Dixon participated in the successful implementation of this strategy during the 1990s and early 2000s. Public defense contracts generated over half the Crawford firm’s gross income and paid the partnership’s overhead as well as the salaries of employees who
¶4 The firm had no written partnership agreement. Each of the five equity partners owned a 20 percent interest in the firm and received 20 percent of the profits annually. The equity partners each took annual draws in the range of $192,438 to $230,380. During those years, Dixon generated fee income of $231,182 to $249,434.
¶5 Dixon left the firm on April 3, 2006. All his civil practice clients chose to follow him to his new office.
¶6 In June 2008, a nonequity junior partner, Tim Kelly, also left Crawford. Claiming an equity interest in the firm, he sued for an accounting and purchase of his interest. Concerned about possible liability should Kelly prevail, Dixon intervened. Kelly subsequently dismissed his claim, but Dixon continued the suit, asserting a right to a buyout of his own interest.
¶7 To establish the value of his share in the firm, Dixon presented accounting expert Joe Lawrence. Lawrence used the “capitalization of excess earnings” method, which combines the income approach (for intangible assets or goodwill) and the cost approach (for tangible assets). Lawrence determined the goodwill value to be the difference between the firm’s earnings and the remaining partners’ collective “replacement values,” adjusted for taxes and for future risk and growth (capitalization). Lawrence ultimately valued Dixon’s one-fifth interest in the firm between $350,000 and $360,000, which he testified included both tangible and intangible assets.
¶8 Crawford presented three accounting experts: James Weber, Steve Kessler, and Roland Nelson. Although Nelson testified that in his experience there is no goodwill value in a law practice, both Weber and Kessler testified that goodwill value does exist in law firms. All three agreed that to the extent there is goodwill value, capitalization of excess
¶9 The trial court considered the various valuation methodologies and the age, demonstrated earning power, and professional reputation of the firm. It found that the Crawford firm was highly respected and has “long enjoyed success as a preeminent public defense firm.”
¶10 Crawford appeals, contending the court erred by including goodwill in its valuation. Crawford also contends the court erred in its method of valuing goodwill, by precluding evidence of Dixon’s postdissociation earnings, and by awarding prejudgment interest. Dixon cross appeals, contending the court failed to recognize and award his portion of the value of Crawford’s tangible assets.
DISCUSSION
¶11 Where a partner dissociates from an ongoing partnership in the absence of any agreement as to distribution of the dissociated partner’s interest, the buyout price for the partnership interest is governed by RCW 25.05.250(2):
The buyout price of a dissociated partner’s interest is the amount that would have been distributable to the dissociating*918 partner under RCW 25.05.330(2) if, on the date of dissociation, the assets of the partnership were sold at a price equal to the greater of the liquidation value or the value based on a sale of the entire business as a going concern without the dissociated partner and the partnership were wound up as of that date. Interest must be paid from the date of dissociation to the date of payment.[2 ]
The parties agree that the statute controls and that Dixon’s interest should be valued under the “going concern” approach.
¶12 The statute gives the court discretion to determine the buyout price of a dissociated partner’s interest, and we will not disturb its decision absent abuse of that discretion.
Goodwill
[3, 4] ¶13 The value of a business typically includes the value of its intangible assets, also known as “goodwill,”
“a benefit or advantage which is acquired by an establishment ... in consequence of the general public patronage and encouragement, which it receives from constant or habitual customers on account of its local position, or common celebrity, or reputation for skill or affluence, or punctuality, or from other accidental circumstances or necessities, or even from ancient partialities or prejudices.”[5 ]
Essentially, goodwill is the monetary value of a reputation. It is a way of recognizing earnings not strictly attributable to the value of the work performed. It is distinguishable
¶14 Crawford first contends the Rules of Professional Conduct (RPC) prohibit the inclusion of goodwill in the buyout price for a law partnership,
¶15 For the first argument, Crawford cites Walsh v. Brousseau.
¶16 Walsh offers no guidance here because there was no sale and no such promise. Instead, the court is asked to value a going concern. Crawford cites no law, policy, or disciplinary rule that prohibits Dixon from recovering his share in the value of Crawford’s goodwill as of the time he
¶17 In determining goodwill value, the court adopted Lawrence’s determination of Crawford’s earnings. These included income from the public defense contracts. Crawford contends this amounts to “the forced purchase and sale of the firm’s public defense contracts,”
¶18 These arguments are unfounded. The contract revenues were part of the firm’s historical earnings, capitalized downward to account for their reduced contribution over time. Considering all the firm’s earnings does not treat clients as commodities, and the court did not purport to transfer an interest in the contracts. Further, Crawford does not explain how, for purposes of valuing goodwill, public defense contracts are different from agreements to handle litigation matters for a group of employees or union members or retirees or any other client group. Finally, the allegation that the valuation method allows Dixon to profit from clients for whom he had no responsibility ignores the fact that a dissociating partner’s interest is determined as of the date of his departure. Until that moment, all the
Valuation Method
¶19 Valuation of goodwill is a question of fact, and findings supported by substantial evidence will not be reversed on appeal.
¶20 The court adopted the capitalization of excess earnings method, noting that four of the five experts agreed
¶21 This argument has neither logic nor support in the cases. Goodwill is a recognized asset of a professional practice. For example, in In re Marriage of Hall, the court observed that goodwill is a distinct asset of a professional
¶22 Crawford argues, however, that the dissolution context is unique in that “it is largely based on the need to protect the nonprofessional spouse”
¶23 Crawford also attempts to discredit the court’s methodology on grounds that it valued the firm by determining the sum of the individual partners’ goodwill. Crawford cites to Brooks for the proposition that “a professional’s individual goodwill may be independent of his law firm interest.”
¶24 Here, there was no agreement excluding claims for goodwill among the partners, and the court valued the firm’s goodwill to determine Dixon’s share. The excess earnings method is a logical way to determine the value of Crawford’s goodwill. One hundred percent of Crawford’s profits were distributed equally among the partners. The capitalization of the difference between their earnings and the sum of the remaining partners’ individual replacement values provides an accurate reflection of the goodwill value of the firm as a whole. Neither here nor below did Crawford suggest a more accurate means of valuation. And again, Crawford’s own experts endorsed the method adopted by the court.
¶25 When Dixon dissociated from Crawford, he left Crawford’s goodwill — to which he contributed — with Crawford.
¶26 There is no definitive formula for ascertaining the value of goodwill.
Postdissociation Financial Data
¶27 The trial court refused to permit discovery or consider evidence of Dixon’s postdissociation earnings.
¶28 Crawford cites to Harstad v. Metcalf, which held that where two partners dissolved their partnership, divided their assets, and started separate businesses, there was no goodwill in either the former partnership or the new businesses to which the former partners had a claim.
¶29 Crawford equates “taking a substantial portion of the firm’s clients” with “taking goodwill.” A firm’s current clients may be evidence of the firm’s “expectation of continued public patronage,”
¶30 Under RCW 25.05.250(2), the value of a partnership must be based on the value “of the entire business as a going concern without the dissociated partner,”
Statutory Interest
¶31 The court added 12 percent per annum interest from Dixon’s date of dissociation to his pro rata interest in Crawford, an additional $99,140.96. Crawford argues this is contrary to Washington cases disfavoring prejudgment interest to a discretionary judgment amount.
¶32 RCW 25.05.250(2) provides, “Interest must be paid from the date of dissociation to the date of payment.” RCW 25.05.250(9) further provides, “The court shall determine the buyout price of the dissociated partner’s interest... and accrued interest, and enter judgment for any additional payment or refund.”
¶33 Crawford’s argument is that this provision exceeds the legislature’s authority. Comment 3 to the revised Uniform Partnership Act (codified as RCW 25.05.250(2)) provides that “[s]ince the buyout price is based on the value of the business at the time of dissociation, the partnership must pay interest on the amount due from the date of dissociation until payment to compensate the dissociating partner for the use of his interest in the firm.”
¶34 The court properly included interest in Dixon’s award.
¶35 Dixon cross appeals from the court’s finding that its valuation method includes tangible assets.
136 We affirm the trial court in all respects.
Clerk’s Papers at 368 (Finding of Fact 22).
(Emphasis added.)
RCW 25.05.250(9); In re Marriage of Tower, 55 Wn. App. 697, 700, 780 P.2d 863 (1989).
Bank of Wash. v. Burgraff, 38 Wn. App. 492, 499, 687 P.2d 236 (1984).
In re Marriage of Lukens, 16 Wn. App. 481, 483-84, 558 P.2d 279 (1976) (internal quotation marks omitted) (quoting Alan R. Bromberg, Crane and Bromberg on Partnership § 84 n.61 (1968)).
In re Marriage of Hall, 103 Wn.2d 236, 241-42, 692 P.2d 175 (1984) (salaried professionals do not have goodwill value, which is particular to professionals who earn more than they could be expected to if they were paid a salary for their services).
We reject Dixon’s claims that Crawford waived this argument because it is an affirmative defense under CR 8(c) and should have been affirmatively pleaded, and by first raising it in a motion for reconsideration. See In re Estates of Palmer, 145 Wn. App. 249, 258, 187 P.3d 758 (2008). Where failure to plead a defense affirmatively does not affect substantial rights of the parties, the noncompliance will be considered harmless. Mahoney v. Tingley, 85 Wn.2d 95, 100, 529 P.2d 1068 (1975). Dixon had opportunity to address the argument in his response to the motion for reconsideration and suffered no prejudice. Raising an issue in a motion for reconsideration is sufficient to preserve it for appeal. See, e.g., State v. Ledenko, 87 Wn. App. 39, 42 n.2, 940 P.2d 280 (1997).
State v. Hunsaker, 74 Wn. App. 38, 42, 873 P.2d 540 (1994).
62 Wn. App. 739, 815 P.2d 828 (1991).
Id. at 743-44 (discussing Geffen v. Moss, 53 Cal. App. 3d 215, 125 Cal. Rptr. 687 (1975)).
Id. at 744-45.
In 2006, the Supreme Court revised RPC 1.17 to include a specific provision allowing the purchase and sale of the goodwill of a law practice if certain conditions are satisfied.
See In re Marriage of Brooks, 51 Wn. App. 882, 884, 756 P.2d 161 (1988); Hall, 103 Wn.2d at 242; In re Marriage of Fleege, 91 Wn.2d 324, 327, 588 P.2d 1136 (1979).
Appellants’ Br. at 21.
RPC 7.3 prohibits the solicitation or referral of clients for compensation.
RPC 1.5(e) allows fee splitting between attorneys in different firms only as related to the lawyers’ responsibilities to their clients.
Hall, 103 Wn.2d at 246.
Dixon’s other expert, Allan Vander Hamm, used a discounted cash flow method in valuing the public defense contracts.
Dixon asserts Crawford did not make this argument below and has thus waived it on appeal under RAP 2.5(a). But the record shows Crawford raised this issue in its motion for reconsideration and at oral argument in support of that motion, which is sufficient to preserve the issue for appeal.
Appellants’ Br. at 24-25.
103 Wn.2d 236, 241, 692 P.2d 175 (1984).
Appellants’ Br. at 23.
Id. at 26 (citing In re Marriage of Brooks, 51 Wn. App. 882, 889, 756 P.2d 161 (1988)).
Brooks, 51 Wn. App. at 883.
See Hall, 103 Wn.2d at 241.
Lukens, 16 Wn. App. at 486.
Appellants’ Br. at 28.
56 Wn.2d 239, 242, 351 P.2d 1037 (1960).
See Lukens, 16 Wn. App. at 483.
See Walsh, 62 Wn. App. at 743-44.
See Koehler v. Wales, 16 Wn. App. 304, 311-12, 556 P.2d 233 (1976).
(Emphasis added.)
Appellants’ Br. at 29.
Unif. P’ship Act § 701 (amended 1997), 6 U.L.A. 177 (2001).
Clerk’s Papers at 368 (Finding of Fact 25).
Clerk’s Papers at 367 (Finding of Fact 20).
Crawford assigns error to denial of its motion for reconsideration but offers no separate argument in support of its assignment. We therefore do not address it. See RAP 10.3(a)(4), (6).
Case-law data current through December 31, 2025. Source: CourtListener bulk data.