In re the Marriage of: Daniel Chaim Tennebaum, petitioner, Appellant,

This opinion is nonprecedential except as provided by
Minn. R. Civ. App. P. 136.01, subd. 1(c).

STATE OF MINNESOTA
IN COURT OF APPEALS
A22-1368

In re the Marriage of:
Daniel Chaim Tennebaum, petitioner,
Appellant,

vs.

Tara Ajit Deshpande,
Respondent.

Filed August 14, 2023
Affirmed
Slieter, Judge

Hennepin County District Court
File No. 27-FA-19-8540

Michael P. Boulette, Seungwon R. Chung, Taft Stettinius & Hollister LLP, Minneapolis,
Minnesota (for appellant)

Robert W. Due, James R. Todd, DeWitt LLP, Minneapolis, Minnesota (for respondent)

Considered and decided by Slieter, Presiding Judge; Larkin, Judge; and Halbrooks,
Judge.
∗
NONPRECEDENTIAL OPINION
SLIETER, Judge
In this appeal from a marriage-dissolution judgment and decree, appellant
challenges the district court’s valuation of marital property and award of spousal

∗ Retired judge of the Minnesota Court of Appeals, serving by appointment pursuant to
Minn. Const. art. VI, § 10.
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maintenance. Because the district court’s valuation of marital property and maintenance
award were within its discretion, we affirm.
FACTS
Appellant Daniel Chaim Tennebaum and respondent Tara Ajit Deshpande met in
India in 1999. In 2001, they married and moved to Boston for Tennebaum to attend
business school. In 2006, they moved back to India when India Capital, an
asset-management company specializing in Indian companies, hired Tennebaum to open
an office and build a research team in India.
In 2017, Tennebaum became a shareholder of India Capital. 1 At the end of 2020,
he owned 55% of the company, with the right to acquire up to 75% of the company by
December 2022, for an established share price. In 2019, the parties separated. Tennebaum
moved to Minneapolis while Deshpande continued to live in India . That December,
Tennebaum petitioned for dissolution of the marriage.
A seven-day trial occurred between November 2021 and February 2022. The trial
focused on two issues: valuation of India Capital and Tennebaum’s interest in the company,
and spousal maintenance. Both parties called numerous witnesses, including experts on
business valuation and property division. The district court entered a judgment and decree
dissolving the marriage and ordering Tennebaum to pay Deshpande a property settlement

1 India Capital is two separate but related companies, and Tennebaum owns his interest
through a multi-layered structure of business entities. The parties treat India Capital as a
single company and Tennebaum’s interest as personal. We do also.
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equalizer of $2,209,056 and permanent spousal maintenance of $5,250 per month. Neither
party made posttrial motions. Tennebaum appeals.
DECISION
I. Property Valuation
The district court “has broad discretion in evaluating and dividing property in a
marital dissolution and will not be overturned except for abuse of discretion.” Antone v.
Antone, 645 N.W.2d 96, 100 (Minn. 2002). “A district court abuses its discretion by
making findings of fact that are unsupported by the evidence, misapplying the law, or
delivering a decision that is against logic and the facts on record.” Bender v. Bernhard,
971 N.W.2d 257, 262 (Minn. 2022) (quotation omitted). Appellate courts will not overturn
the district court’s division of property “if it had an acceptable basis in fact and principle
even though we might have taken a different approach.” Antone, 645 N.W.2d at 100.
“Determining the specific value of an asset is a finding of fact,” which an appellate
court will not “set aside unless clearly erroneous on the record as a whole.” Maurer v.
Maurer, 623 N.W.2d 604, 606 (Minn. 2001) (quotation omitted). Under clear-error review,
appellate courts “view the evidence in a light favorable to the findings” and “will not
conclude that a factfinder clearly erred unless, on the entire evidence, [the appellate court
is] left with a definite and firm conviction that a mistake has been committed.” In re
Commitment of Kenney, 963 N.W.2d 214, 221 (Minn. 2021) (quotations omitted);
Vangsness v. Vangsness, 607 N.W.2d 468, 472 (Minn. App. 2000). Clear-error review
does not allow an appellate court to reweigh evidence or reconcile conflicting evidence,
even if it would have found “the facts to be different if it determined them in the first
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instance.” Kenney, 963 N.W.2d at 221- 22; Vangsness, 607 N.W.2d at 474. Similarly,
appellate courts give great deference to the district court’s credibility determinations.
Sefkow v. Sefkow, 427 N.W.2d 203, 210 (Minn. 1988); Alam v. Chowdhury, 764 N.W.2d
86, 89 (Minn. App. 2009).
When it dissolves a marriage, the district court “shall make a just and equitable
division of the marital property of the parties.” Minn. Stat § 518.58, subd. 1 (2022). When
this requires division of an asset, the district court has three options: (1) divide the asset;
(2) order sale of the asset and division of the proceeds; or (3) “determine the value of the
asset, order distribution of the entire asset to one of the parties, and order the recipient to
pay to the other spouse a just and equitable share of the value of the asset.” Nardini v.
Nardini, 414 N.W.2d 184, 188 (Minn. 1987). The third method, which the district court
employed here, is functionally “a forced sale by one spouse to the other in which the court
sets the selling price and the terms of payment.” Id. at 188-89.
Valuation of a business, particularly a closely held business, “is an art, influenced
by various subtle and subjective factors.” Id. at 189-90. The district court must consider
the relevant factors, such as the following:
1. The nature of the business and the history of the enterprise
from its inception.
2. The economic outlook in general and the condition and
outlook of the specific industry in particular.
3. The book value of the stock and the financial condition of
the business.
4. The earning capacity of the company.
5. The dividend-paying capacity.
6. Whether or not the enterprise has goodwill or other
intangible value.
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7. Sales of the stock and the size of the block of the stock to be
valued.
8. The market price of stocks of corporations engaged in the
same or a similar line of business having their stocks traded in
a free and open market.

Id. at 190 (quoting Rev. Rul. 59-60, 1959-1 C.B. 237, 238-39). In addition to the relevant
factors, a “sound valuation” also applies “common sense, sound and informed judgment,
and reasonableness to the process of ‘weighing those facts and determining their aggregate
significance.’” Id. (quoting Rev. Rul. 59-60, 1959-1 C.B. 237, 238).
The district court thoroughly considered the eight factors noted by Nardini. And,
following the facts emphasized by the parties’ experts, the district court considered the
credibility of the parties’ competing valuation experts related to factors one (the nature and
history of the business) and four (the business’ earning capacity). Tennebaum’s expert
valued his interest in India Capital at $138,418. Deshpande’s expert valued Tennebaum’s
interest in India Capital at $5,067,804.
The district court found that the opinion as to India Capital ’s value from
Tennebaum’s expert had “little evidentiary weight” because it was based on a single year,
2019, rather than a range of years, as Deshpande’s expert considered. And, the district
court found additional weaknesses with Tennebaum’s expert’s opinion: by looking only at
2019, a year in which no performance fees were earned, it ignored the nearly $14 million
in performance fees earned over the preceding four years; it used an “arbitrary 2% profit
margin” to calculate an operating income for 2019 that was less than one-tenth of the
average operating income from 2015 to 2019; it assumed that no future performance fees
would be earned after 2019 despite performance fees being earned in 2021; and it did not
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account for why Tennebaum’s dividend in 2019 was more than nine times greater than
what he proposed the company was worth . Instead, the district court found the valuation
by Deshpande’s expert “much more thorough and logical,” and adopted his valuation of
India Capital and Tennebaum’s interest in the company, which included his right to
purchase additional company shares up to 75% ownership.
Tennebaum argues that the valuation, which was adopted from Deshpande’s expert,
is clearly erroneous because it failed to account for the value of his personal goodwill ,
disregarded the purportedly arms-length transaction when he negotiated his share-purchase
price in 2017, and mistakenly valued his right to purchase additional shares as an option.
We are not persuaded.
First, Tennebaum correctly notes that personal goodwill should be excluded from
the divisible value of a marital asset. See Rogers v. Rogers, 296 N.W.2d 849, 853 (Minn.
1980) (stating that failing to discount the value of a business by the value of the party’s
continued services assumes the party “will continue to contribute his talents and services
[and] is, essentially, to capitalize [the party]”). But the district court carefully considered
the potential for Tennebaum’s personal goodwill as part of its valuation. The district court
found that “the record casts doubt on the theory that India Capital has significant value
based on [Tennebaum]’s personal goodwill” and cited several supporting facts, which the
record confirms. The district court noted that the company’s founder had brought in the
majority of new investors since 2017; another employee was being groomed to eventually
take over management ; many employees of the eight-person firm would be “tough to
replace”; and, with approved bonuses, three employees would receive compensation in
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2021 greater than Tennebaum’s salary. Moreover, Tennebaum points to nothing in the
record that explains how much of the company’s value was due to his personal goodwill,
only that his expert included personal goodwill in his valuation. On this record, the district
court’s failure to assign a value to Tennebaum’s personal goodwill was not clearly
erroneous. Cf. Eisenschenk v. Eisenschenk, 668 N.W.2d 235, 243 (Minn. App. 2003)
(stating that “[o]n appeal, a party cannot complain about a district court’s failure to rule in
her favor when one of the reasons it did not do so is because that party failed to provide
the district court with the evidence that would allow the district court to fully address the
question”), rev. denied (Minn. Nov. 25, 2003); Hesse v. Hesse, 778 N.W.2d 98, 104 (Minn.
App. 2009) (citing this aspect of Eisenschenk).
Second, and contrary to Tennebaum’s argument, the district court considered
Tennebaum’s 2017 share-purchase price in its analysis of the seventh Nardini factor—
listing as a relevant factor “[s]ales of the stock and the size of the block of the stock to be
valued.” Nardini, 414 N.W.2d at 190. But the district court did not find this price to be an
accurate reflection of the actual value of India Capital. This finding is based on testimony
from Tennebaum’s valuation expert explaining that stock sales to employees often involve
a “sweetheart deal” as well as testimony from the company’s founder that he needed to
provide Tennebaum equity to prevent him from being “poach[ed]” by other companies.
Tennebaum provides no authority for the proposition that actual sales of company stock
must carry special weight in the valuation of a closely held company, and we see no clear
error in the district court’s decision to give less weight to this factor.
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Third, Tennebaum’s contention that the district court misvalued his right to
purchase additional shares of the company is, in effect, a disguised attack on the credibility
finding of the district court. Deshpande’s expert valued Tennebaum’s stock-purchase right
at $1,651,304, and the district court adopted this valuation as part of its overall finding that
the valuation by Deshpande’s expert was “much more thorough and logical.” We generally
defer to the district court’s credibility determinations and see no reason to do otherwise
here.2 Sefkow, 427 N.W.2d at 210; Alam, 764 N.W.2d at 89.
In sum, we discern no clear error in the district court’s valuation of India Capital
and Tennebaum’s interest. Moreover, the valuation is based on weighing the evidence
presented by competing experts and assessing their credibility, and we defer to the district
court’s weighing of the evidence and credibility determinations. Vangsness, 607 N.W.2d
at 474-75; Sefkow, 427 N.W.2d at 210.
II. Spousal Maintenance
Spousal maintenance is “an award . . . of payments from the future income or
earnings of one spouse for the support and maintenance of the other.” Minn. Stat.
§ 518.003, subd. 3a (2022). The district court may award maintenance if the requesting

2 Tennebaum specifically takes issue with Deshpande’s expert’s use of the Black-Scholes
model, which was developed in the 1970s to value publicly traded stock options. Darren
K. Oglesby, Valuing Stock Options in the Marital Context: Speculate, Agree, or Wait and
See?, 20 J. Am. Acad. Matrim. Laws. 39, 42-47 (2006) (discussing the Black-Scholes
model). However, as we explained, we defer to the district court’s credibility finding as to
the expert’s valuation, and we note that Tennebaum cites no binding authority to support
his objection to the use of this model, and the sources he does cite acknowledge that the
Black-Scholes model “has a number of variations.” Chammah v. Chammah, No. FA
95145944S, 1997 WL 414404, at *6 (Conn. Super. Ct. July 11, 1997).
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spouse cannot self- support through earned and investment income, with consideration
given to the standard of living established during the marriage. Minn. Stat. § 518.552,
subd. 1 (2022); Schmidt v. Schmidt, 964 N.W.2d 221, 226 (Minn. App. 2021).
The district court “has broad discretion in deciding whether to award maintenance.”
Honke v. Honke, 960 N.W.2d 261, 265 (Minn. 2021) (quoting Curtis v. Curtis, 887 N.W.2d
249, 252 (Minn. 2016)). “A district court’s determination of income for maintenance
purposes is a finding of fact and is not set aside unless clearly erroneous.” Peterka v.
Peterka, 675 N.W.2d 353, 357 (Minn. App. 2004). Generally, “[a] district court cannot
require a maintenance-seeking spouse to invade the principal of their marital property for
self-support.” Honke, 960 N.W.2d at 268.
The district court imputed to Deshpande $30,000 in annual employment income and
adopted her expert’s calculation that she would annually receive $172,800 from her
investment property . The district court further found that Deshpande had reasonable
monthly expenses of $17,697 ($212,364 per year). After adjusting her projected income
for taxes, the district court awarded Deshpande $5,250 per month ($63,000 per year) in
permanent spousal maintenance.
Tennebaum argues that the district court abused its discretion because it
“manufactured a need for maintenance by understating [Deshpande’s] investment income
and overstating her expenses.” He contends that the district court made three clearly
erroneous findings: (1) that Deshpande would deplete a high-yielding account to purchase
a home and, as a result, lose the income from the account; (2) an artificially low interest
rate for Deshpande’s investments; and (3) a standard of living established during the
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marriage based on “speculative expenses derived from deficit spending and unsupported
guesses about the future.” We address each argument in turn.
Disposition of Assets
The district court fou nd credible Deshpande’s assertion that she intended to
purchase a home and concluded that it “should be allowed” for several reasons: it was
consistent with the history of home ownership during the marriage, it aligned with
Tennebaum’s plan to purchase a home, it lowered Deshpande’s monthly budget, and it
reduced her financial exposure to market volatility. The district court found Deshpande’s
plan to liquidate a particular asset to fund the home purchase reasonable because she “will
receive a tax benefit by using her non-marital stock interest to invest in a residence, thereby
avoiding substantial tax on capital gains.”
Because “each marital dissolution proceeding is unique and centers upon the
individualized facts and circumstances of the parties,” the district court has broad discretion
in determining what income assets can produce. Curtis, 887 N.W.2d at 254 (quotation
omitted). Important factors for the district court to consider include the nature of the asset,
particularly its liquidity; the spouse’s age and needs; and the tax consequences of requiring
the maintenance-seeking spouse to reallocate assets. Id. at 254-55.
Tennebaum argues that the district court “created need” by accepting Deshpande’s
plan to liquidate a high-yielding asset to purchase a home. He contends that this plan
violated Deshpande’s obligation to make prudent investments to meet her needs and was
speculative.
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The district court’s findings show that it carefully considered the unique facts and
circumstances of the case. See id. (explaining that the facts and circumstances specific to
the parties are important for the district court to consider when determining what income
assets can produce). The district court determined that it was reasonable for Deshpande to
purchase a home and liquidate a high -yielding asset to fund the purchase for several
reasons, including that she would avoid “substantial” capital gains tax, the asset was a
“non-liquid account with a low level of realized income,” homeownership would give her
greater financial security and reduce her monthly expenses, and the parties had owned
homes in Boston and Manhattan during the marriage. Additionally, the district court
credited Deshpande’s testimony that she planned to purchase a home. Tennebaum’s
assertion that the purchase was speculative is an attack on the district court’s credibility
determination, to which we defer. Sefkow, 427 N.W.2d at 210; Alam, 764 N.W.2d at 89.
The district court’s judgment makes clear that its determination was based on the
unique facts and circumstances of the parties. Tennebaum does not contend that the factual
underpinnings of the district court order are unsupported by the record, and we conclude
that the district court’s determination logically considered the tax and stability benefits of
Deshpande’s plan to purchase a home.
Rate of Return
The district court applied a 4% rate of return to calculate Deshpande’s investment
income, based on the testimony and analysis from Deshpande’s expert. Tennebaum argues
that this rate is clearly erroneous because it “disregarded [Deshpande’s] highest-yielding
portfolios” and ignored the higher rate she had historically achieved.
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The district court adopted the rate of return and analysis of Deshpande’s expert,
whom it found credible. We do not generally interfere with the district court’s credibility
determinations. Sefkow, 427 N.W.2d at 210; Alam, 764 N.W.2d at 89. Moreover, the
district court’s analysis belies Tennebaum’s claims. As discussed above, the district
court’s approval of Deshpande’s plan to purchase a home was within its discretion. It
naturally follows that the high-yielding asset liquidated to purchase the home would not
contribute to the investment income available to Deshpande, a fact which the district court
took into consideration when analyzing the rates calculated by the competing experts.
With respect to the rate of return Deshpande historically earned on her investments,
Tennebaum’s expert calculated a rate of 9.89%. T he district court discredited
Tennebaum’s expert because his calculation “was weighted over a 10-year period,
including years prior to [Deshpande’s] ownership of the stock, ” and it was “not certain”
that the expert considered the impact of capital gains tax. In contrast, the district court
credited Deshpande’s expert because he analyzed her “actual investment income from 2018
through 2021” to reach a rate of 4.835% before accounting for inflation. Then the expert
concluded that a 4% rate would be appropriate. This rate, Deshpande’s expert opined, was
commonly used by experts in Minnesota while noting that it was “fairly generous” in light
of India’s high inflation rate and declining rates of return on income -generating deposits.
Thus, contrary to Tennebaum’s argument, the district court did consider Deshpande’s
historical returns. And, the rate the district court chose is based on which expert it found
credible, a finding to which we defer. Sefkow, 427 N.W.2d at 210; Alam, 764 N.W.2d at
89.
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Standard of Living
Tennebaum argues that the district court clearly erred by basing Deshpande’s
reasonable monthly costs on “at least two speculative expenses”—the cost of purchasing a
home and a $2,500-per-month allowance for “furniture and appliances.” We are not
persuaded.
First, as discussed above, the district court’s finding that Deshpande would purchase
a home is based on a credibility determination, to which we defer, and additional findings
regarding why it is reasonable for Deshpande to purchase a home. Sefkow, 427 N.W.2d at
210; Alam, 764 N.W.2d at 89. Moreover, because Deshpande did not plan to finance the
purchase, the home purchase would reduce her monthly expenses by eliminating mortgage
or rent payments and negatively impact only the assets she had available to generate
income.
Second, Tennebaum’s argument that the $2,500 award for “furniture and
appliances” is speculative misrepresents the district court’s finding. The court found this
expense category to include “merchandise, appliances, and furniture.” (Emphasis added.)
Deshpande’s four-year spending report includes art, designer shoes, watches, bags, and
accessories in the “merchandise” category, not just furniture and appliances. Moreover,
the district court reduced this expense from the $4,732 Deshpande requested. And,
Tennebaum does not challenge any other specific aspect of the district court’s
determination of Deshpande’s reasonable monthly expenses, which the district court noted
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were “almost exactly one-half of the marital monthly after-tax cash flow determined by the
Court.”
Affirmed.