The discount my partner accepted in year four was the whole return
Two of us bought 40 acres of dryland at the exurban edge in 2019, $5,200 an acre, $208,000, 50/50 through an LLC. No income, taxes about $1,900 a year at the time, split. The thesis was a slow one, a metro pushing outward along a state highway, twelve to fifteen years.
In 2023 he needed out. Divorce, and the land was the asset with no lender and no tenants and therefore the easiest thing to point at. So the operating agreement got read for the first time by either of us since signing.
What it said, and I'd credit the attorney who drafted it rather than us: any member wanting out triggers a right of first refusal to the other member at a price set by an appraisal of the whole parcel, then the exiting member's share is valued at their percentage of that number, less an agreed 20% adjustment for lack of marketability and lack of control. That adjustment number was written into the document in 2019 when neither of us thought about it. It was the most important sentence in the deal.
Appraisal came in at $7,900 an acre, $316,000 for the whole thing. His half, $158,000. Less the 20%, $126,400. We settled at $132,000 because I wanted it done without a fight and $5,600 bought that.
So I own 40 acres with a blended basis of about $5,900 an acre against a $7,900 appraisal, and the carry doubled overnight to $2,400 a year on my own. That last part is the thing I underweighted. I had underwritten half of a long hold and I now own all of a long hold, eight or more years still to run with no income, and the money to buy him out came from a line I'd rather not have drawn on. I've since paid that back and I'm funded on taxes through 2031 in a separate account, because the failure mode here is being forced to sell in year seven of a fifteen year thesis.
What nearly broke it: he wanted a second appraisal and had every right to ask. The agreement let either party challenge with a competing appraisal and average the two if within 10%. A second appraiser at $9,000 an acre would have moved his number by about $17,600, and past the 10% band besides, so we'd have been into a third appraiser with no ceiling I could see, and I'm not sure I could have written that check in 2023. He didn't order one. I got lucky on a clause I'd have lost.
What I'd keep: the valuation mechanism written before anyone needs it. Anyone drafting one of these should have their own attorney, because how a marketability adjustment holds up in a dispute is not something I can tell you.