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Bottrell Family Investments Ltd. Partnership v. Diversified Financial, Inc.

Bottrell Family Investments Ltd. Partnership v. Diversified Financial, Inc., 2015 MT 185 (June 30, 2015) (Baker, J.) (5-0, rev’d)

Issue: (1) Whether the election of remedies doctrine bars Bottrell’s claim for damages; and (2) whether Bottrell’s action is barred by laches.

Short Answer: (1) No, and (2) no.

Reversed and remanded for entry of judgment in Bottrell’s favor and a determination of damages

Facts: In 2006, Defendants were developing software programs for auto dealerships. They entered into an operating agreement with Bottrell to form an LLC that would own and operate the two programs. Bottrell owned 50% of the company and the remaining 50% was split among the Defendants. The agreement had a doomsday clause under which a partner could tell another partner that within 90 days it must elect to sell its interests or buy the invoking partner’s interest for a specified price.…