## Facts

- Jacobs Cattle Company (JCC) was a family agricultural partnership whose primary assets were farmland.
- The partnership agreement maintained separate capital and income accounts for each partner and allocated “net profits and net losses” under GAAP in proportion to voting interests.
- Four partners were judicially dissociated; each had one of eight votes, entitling each to 12.5% of net profits.
- Earlier appellate proceedings directed the district court to calculate each dissociated partner’s buyout by adding 12.5% of profit from a hypothetical sale of partnership assets to that partner’s capital account.
- On the second remand, the district court treated “profit” as the gain on a hypothetical liquidation as of the valuation date: liquidation value of assets ($5,212,015) minus the dissociating partners’ total capital accounts ($1,159,814) to arrive at “gain” ($4,052,201), allocated 12.5% of that gain to each dissociating partner ($506,525), and then added each partner’s capital account, yielding buyouts of about $598,497–$598,996 per partner.
- The dissociating partners argued the court should have computed profit by subtracting the land’s original purchase price from its hypothetical sale value, producing higher buyouts.
- The district court also ordered that the buyout payments be made to the clerk of the district court.

## Issues

1. Whether the district court complied with the appellate mandate by using liquidation gain (assets less debts/capital accounts) to determine the “profit” component of the buyout, rather than using the land’s original cost basis.
2. Whether the district court exceeded the scope of the remand by its interpretation of “profit” and by excluding evidence inconsistent with the mandate.
3. Whether the district court erred by ordering the buyout payments to be paid to the clerk of the district court rather than directly to the dissociating partners.

## Decision

- The Nebraska Supreme Court affirmed the district court’s judgment in all respects.
- The court held the district court properly implemented the mandate by calculating buyouts as each dissociated partner’s capital account plus 12.5% of the gain from a hypothetical liquidation of the partnership.
- The court upheld the exclusion of evidence outside the scope of the limited remand.
- The court affirmed the order requiring payment of the buyout judgment to the clerk of the district court.

## Legal Principles

- When an appellate court remands for a special purpose, the trial court’s authority is limited to proceedings consistent with the mandate as read in light of the appellate opinion.
- In a partnership accounting governed by an agreement referencing GAAP, capital gain on a hypothetical sale of partnership property may be treated as part of “net profits” for allocation purposes.
- In equity actions for partnership dissolution and accounting, appellate review is de novo on the record, with independent resolution of law and fact.
- Payment to satisfy a money judgment may properly be made to the clerk of the court in which the judgment was entered.

## Conclusion

The court affirmed a remand buyout calculation that treated “profit” as liquidation gain and required each dissociated partner to receive 12.5% of that gain plus the partner’s capital account, and it approved routing payment of the judgment through the district court clerk.


Robertson v. Jacobs Cattle Co., 874 N.W.2d 1 (Neb. 2015)