UNITED INS. CO. v. CHAPMAN INDUS., 120 Nev. 745 (2004)

100 P.3d 664

No. 39523.Supreme Court of Nevada.
November 19, 2004.

Rehearing of an appeal from a judgment in a dissenting shareholder appraisal action. Second Judicial District Court, Washoe County; Charles M. McGee, Judge.

Reversed and remanded.

Burton Bartlett Glogovac and C. Thomas Burton Jr. and Gregory J. Livingston, Reno Lemons Grundy Eisenberg and Robert L. Eisenberg, Reno, for Appellant.

Bible, Hoy Trachok and Michael D. Hoy, Reno, for Respondents.

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Before the Court EN BANC.[1]

OPINION ON REHEARING[2]

Per Curiam:

In this appeal, we consider whether prejudgment interest should be calculated pursuant to a general interest statute, NRS 99.040, or a specific interest statute, NRS 92A.340, in a dissenting shareholder action that commenced before NRS 92A.340
was enacted. We conclude that NRS 92A.340 applies.

FACTS
In 1987, respondents Unicoa Corporation shareholders Myron Chapman, Audrey Schlossberg, and Chapman Industries (collectively Chapman dissenters) dissented when Unicoa merged into appellant United Insurance Company of America (United). In 1987, the Chapman dissenters filed suit, seeking an appraisal and payment for their shares.

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In 1995, before a final judgment was entered in this case, the Legislature enacted NRS 92A.340, providing a specific interest rate to be applied in a dissenting shareholder action.

In 1996, the district court entered judgment for the Chapman dissenters regarding the stock’s valuation, awarded attorney fees and costs to United based on a rejected offer of judgment, and denied the Chapman dissenters prejudgment interest. The parties appealed. This court affirmed the stock valuation, but vacated the district court order awarding attorney fees and costs because the offer of judgment was invalid.

On remand, the district court entered a final judgment for the Chapman dissenters, which calculated prejudgment interest pursuant to a general interest statute, NRS 99.040. The final judgment states that the entire judgment, including principal and prejudgment interest, shall bear postjudgment interest. In the final judgment, the district court awarded attorney fees to the Chapman dissenters, based on NRS 18.010(2)(b), finding that United’s claim to calculate prejudgment interest pursuant to NRS 92A.340 was brought without reasonable ground. This appeal followed.

DISCUSSION
United argues that the district court should have calculated prejudgment interest pursuant to the specific interest statute, NRS 92A.340, [3] rather than the general interest statute, NRS 99.040.[4] Before NRS 92A.340 was enacted, [5] prejudgment interest

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in a dissenting shareholder action was calculated under NRS 99.040.[6]

United asks us to follow our 1984 decision in Bing Construction v. Vasey-Scott Engineering[7] and conclude that NRS 92A.340 applies. We agree that Bing is controlling. In that case, a cause of action accrued prior to a statutory amendment that increased the applicable interest rate. This court concluded that the statutory rate in effect when the judgment was entered was the appropriate interest rate to apply.[8]

Applying the general rule from Bing, we conclude that the statutory rate in effect when the 1996 final judgment was entered was the appropriate rate to use in calculating prejudgment interest. NRS 92A.340 was enacted before the final judgment was entered. The fact that this case involves a special interest statute is insufficient to deviate from our standard rule set forth in Bing. Therefore, we conclude that NRS 92A.340 applies and that the district court erred in calculating prejudgment interest pursuant to the general interest statute.

Next, United argues that the district court abused its discretion in awarding attorney fees pursuant to NRS 18.010(2)(b). We agree.

NRS 18.010(2)(b) provides, in pertinent part, that a district court may award attorney fees to a prevailing party when the court finds that a claim was brought without reasonable ground or to harass the prevailing party.[9] A district court’s award of attorney fees will not be disturbed on appeal unless there is a manifest abuse of discretion.[10]

Based on our conclusion that NRS 92A.340 applies, United’s claim that prejudgment interest should be calculated pursuant to NRS 92A.340 was clearly brought with reasonable grounds. Therefore, the district court manifestly abused its discretion

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in awarding attorney fees to the Chapman dissenters pursuant to NRS 18.010(2)(b).[11]

Finally, United argues that the district court erred in allowing the entire judgment, including prejudgment interest, to bear postjudgment interest. We agree.

This court has previously permitted an entire judgment, including prejudgment interest, to bear postjudgment interest.[12] However, NRS 92A.340, which controls the award of interest in this case, specifies that interest “must be computed from the effective date of the action until the date of payment.” This statute provides for a single rate of interest from the effective date of the action to the date of payment, whenever that occurs, regardless of when a judgment is entered. Thus, our general holdings regarding postjudgment interest do not apply in light of the specific provisions of NRS 92A.340. Accordingly, we conclude that the district court erred in allowing the entire judgment to bear postjudgment interest.

CONCLUSION
The statutory rate in effect when the final judgment was entered, set forth in NRS 92A.340, was the appropriate rate to calculate interest. Additionally, the district court abused its discretion in awarding fees under NRS 18.010(2)(b). Therefore, we reverse the portions of the judgment calculating interest pursuant to NRS 99.040 and awarding attorney fees, and we remand the matter for further proceedings consistent with this opinion.

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