The Nielsen family formed their corporation, N. Robert Nielsen, Inc., to conduct farming operations. Morre, Grider &

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The Nielsen family formed their corporation, N. Robert Nielsen, Inc., to conduct farming operations. Morre, Grider & Co. is a certified public accounting firm that has provided accounting, tax, and business advice to appellants since 2008.

The complaint alleges that in early 2011, Nielsen Jr. considered selling the farming operations and sought respondents’ professional advice regarding how to structure the transaction to minimize the taxes on the sale and maximize the net proceeds. The complaint further alleges that respondents prepared written projections showing that appellants would be able to pay off all debts and obligations, including state and federal taxes; account for the corporation’s deferred income; reinvest a portion of the sales proceeds in like-kind properties; buy out the other shareholders; and have approximately \($400,000\) in cash left over.

Relying on respondents’ advice and projections, appellants sold the Nielsen farming operations. The sale closed on January 9, 2012.

Nielsen Jr. paid his family members for their N. Robert Nielsen, Inc., stock on January 11, 2012, from the proceeds of the sale.

On January 18, 2012, Nielsen Jr. sent Cory Bell an email regarding his having less cash than he expected. Nielsen Jr. stated:

… I’m a little concerned about the amount of cash left over after paying my parents and sisters. If I remember right, we had it figured out so there would be enough left over to pay the taxes. Maybe I’m not remembering right how much I am going to owe, but there sure wasn’t much left over. I think in the neighborhood of 300,000—400,000. I have stopped acquiring replacement property until I can meet with you to make sure I am covered. I also need to plan my tax payments on the income that I used to pay off the two loans totaling 980,000. Give me a call please and we can schedule something.

Nielsen Jr. met with Bell on March 21, 2012. The complaint alleges that during this meeting, Bell told Nielsen Jr. his projections were apparently wrong and appellants would not have \($400,000\) in cash left over after the sale and reinvestment in like kind property. Instead, appellants would owe an additional \($300,000\) to \($400,000\) in federal and state taxes. Malpractice? How did the court rule? 

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Dynamic Business Law

ISBN: 9781260733976

6th Edition

Authors: Nancy Kubasek, M. Neil Browne, Daniel Herron, Lucien Dhooge, Linda Barkacs

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