Extract to table

4 in bad faith or with the intent to materially understate Fair Market Value, the purchase price for the redeemed interest shall include a penalty of up to twenty-five percent (25%) of the determined Fair Market Value of the redeemed interest

MSH must prove something more: that PCG corrupted the process, directed the outcome, or otherwise acted with the intent to deprive MSH of the value of its interest

This allocation of the burden follows from the general principle that the party asserting a claim must prove its essential elements, and from the specific structure of Section 12

In this JAMS arbitration, the applicable standard of proof is the preponderance of the evidence — that is, MSH must prove that it is more likely than not that PCG exercised the call option in bad faith or with the intent to materially understate Fair Market Value

Bad faith is an inherently subjective inquiry in the sense that MSH must ultimately prove PCG's state of mind — that PCG intended to understate Fair Market Value or acted in bad faith