DAVIS, Chief Justice:
The petitioners herein and plaintiffs below, Domenick Marrara, Jr., and Sandra Jean Marrara, individually and as co-trustees
The facts of the case sub judice are not disputed by the parties. Ripley is a family-owned, at-will limited liability company headquartered in Kingwood, West Virginia, that owns a commercial shopping center in Jackson County, West Virginia. Disagreements over Ripley's operation arose, and the Trust, which owns a 25% interest in Ripley, decided to dissociate from Ripley. On November 4, 2011, the Trust tendered its notice of dissociation to Ripley pursuant to W. Va.Code § 31B-6-601 (1996) (Repl.Vol.2009).
(Emphasis in original; footnote omitted). Finally, the court ordered the Trust to deliver to Ripley an assignment of its interest therein upon receipt of the aforementioned sums.
From these adverse rulings, the Trust appeals to this Court. On appeal, the Trust contests the circuit court's determination that interest should run from the date it determined the value of the Trust's distributional interest, i.e., January 15, 2013, rather than from the date it dissociated from Ripley, i.e., November 4, 2011.
At issue in the case sub judice is the circuit court's interpretation of W. Va.Code § 31B-7-702(e) regarding the calculation of interest upon the award of the fair market value of the Trust's distributional interest in Ripley. We previously have held that "[w]here the issue on an appeal from the circuit court is clearly a question of law or involving an interpretation of a statute, we apply a de novo standard of review." Syl. pt. 1, Chrystal R.M. v. Charlie A.L., 194 W.Va. 138, 459 S.E.2d 415 (1995). Accord Syl. pt. 1, Appalachian Power Co. v. State Tax Dep't of West Virginia, 195 W.Va. 573, 466 S.E.2d 424 (1995) ("Interpreting a statute or an administrative rule or regulation presents a purely legal question subject to de novo review."). Guided by this standard, we proceed to consider the parties' arguments.
The sole error assigned in this case concerns the circuit court's interpretation of W. Va.Code § 31B-7-702(e), which directs that "[i]nterest must be paid on the amount awarded from the fair market value determined under section 7-701(a) to the date of payment." W. Va.Code § 31B-7-701(a)(1) refers to the valuation of a dissociated member's distributional interest, in an at-will limited liability company, as of the date of his/ her dissociation and directs, in relevant part, that
W. Va.Code § 31B-7-701(a)(1). The parties disagree, however, as to the operative date upon which said interest payment is to be calculated.
The Trust contends that the reference in W. Va.Code § 31B-7-702(e) to "the fair market value determined under section 7-701(a)" suggests that the interest award is to be calculated from the date of the dissociated member's dissociation. Interpreting § 702(e) in this manner, argue the Trustees, would discourage limited liability companies from protracted valuation litigation and further would ensure that the dissociated member receives the value of his/her distributional interest as of the date of his/her dissociation as if he/she had been paid for his/her interest on that date. Moreover, the Trustees contend that because the length of time between a circuit court's ruling determining the fair market value of the subject distributional interest and the court's final order memorializing said ruling typically is short in duration, calculating the interest commencement date as did the circuit court would render the interest awarded by § 702(e) a virtual nullity, especially because awards of post-judgment interest are already determined by statute. See generally W. Va.Code § 56-6-31 (2006) (Repl.Vol. 2012) (governing awards of post-judgment interest).
Ripley responds that the circuit court correctly calculated the § 702(e) interest award from the date of the circuit court's determination of the value of the Trust's distributional interest. In support of its argument, Ripley focuses upon the first portion of § 702(e), which provides that "[i]nterest must be paid on the amount awarded." Because the circuit court made its award of the fair market value of the Trust's distributional interest through its oral ruling during the January 15, 2013, evidentiary hearing, Ripley contends that this is the date upon which the award of interest should commence. Furthermore, given that the language of West Virginia's interest statute is different than that adopted by other states who also have adopted the Uniform Limited Liability Company Act, Ripley contends that construction of this provision as awarding interest from the date of the circuit court's award of the distributional interest's fair market value is consistent with the Legislature's express rejection of alternative language that would have required the calculation of interest from the date of dissociation. Finally, Ripley opposes the Trustees' contention that calculating interest from the date of the court's determination of the distributional interest's fair market value provides an incentive to the limited liability company to prolong such judicial determination because, Ripley argues, W. Va.Code § 31B-7-702(d) permits an award of attorney's fees and expenses against "a party to the proceeding [who has] acted arbitrarily, vexatiously or not in good faith."
The issue presented by the instant appeal requires this Court to determine the operative date from which an award of interest pursuant to W. Va.Code § 31B-7-702(e) is calculated. Such a determination necessarily requires us to ascertain the meaning of the subject statutory language and, as evidenced by the parties' diametrically opposed interpretations of this provision, compels us to construe an ambiguous statute. We previously have held that "[t]he primary object in construing a statute is to ascertain and give effect to the intent of the Legislature." Syl. pt. 1, Smith v. State Workmen's Comp. Comm'r, 159 W.Va. 108, 219 S.E.2d 361 (1975). In this vein, we further have held that "[w]hen a statute is clear and unambiguous and the legislative intent is plain, the statute should not be interpreted by the courts, and in such case it is the duty of the courts not to construe but to apply the statute." Syl. pt. 5, State v. General Daniel Morgan Post No. 548, Veterans of Foreign Wars, 144 W.Va. 137, 107 S.E.2d 353 (1959). Where, as here, however, the statutory language is less clear, we have held that "[a] statute that is ambiguous must be construed before it can be applied." Syl. pt. 1, Farley v. Buckalew, 186 W.Va. 693, 414 S.E.2d 454 (1992). Thus, "[a] statute is open to construction only where the language used requires interpretation because of ambiguity
W. Va.Code § 31B-7-702(e) directs that "[i]nterest must be paid on the amount awarded from the fair market value determined under section 7-701(a) to the date of payment." The uncertainty of the meaning of this statute undoubtedly may be attributable, in part, to the Legislature's choice of words which deviate slightly from the language employed by other jurisdictions who also provide for an award of interest upon a dissociated member's distributional interest. Cf. Haw.Rev.Stat. § 428-702(f) (West 1996) ("Interest shall be paid on the amount awarded from the date determined under Section 428-701(a) to the date of payment."); 805 Ill. Comp. Stat. Ann. 180/35-65(e) (West 1998) ("Interest must be paid on the amount awarded from the date determined under subsection (a) of Section 35-60 to the date of payment."); Mont.Code Ann. § 35-8-809(5) (1999) ("Interest must be paid on the amount awarded from the date determined under 35-8-808(1) to the date of payment."); S.C.Code Ann. § 33-44-702(e) (1996) ("Interest must be paid on the amount awarded from the date determined under Section 33-44-701(a) to the date of payment."); Vt. Stat. Ann. tit. 11, § 3902(f) (West 1995) ("Interest shall accrue and be paid on the amount awarded from the date determined under subsection 3091(a) of this title to the date of payment."); V.I.Code Ann. tit. 13, § 1702(e) (1998) ("Interest must be paid on the amount awarded from the date determined under section 1701, subsection (a) of this chapter to the date of payment."). See also Lincoln Provision, Inc. v. Puretz, No. 8:10CV344, 2013 WL 6263475 (D.Neb. Oct. 10, 2013) (applying Illinois statute to calculate interest award from date of dissociation). Despite this slight linguistic departure, the Legislature's intent nevertheless may be ascertained by examining the precise words it has chosen as well as the companion statute to which the controverted language refers.
The language chosen by the West Virginia Legislature for the wording of W. Va.Code § 31B-7-702(e) directs that "[i]nterest must be paid on the amount awarded from the fair market value determined under section 7-701(a) to the date of payment." Thus, the express legislative language states that the payment of interest is to be made "from the fair market value determined under section 7-701(a)." W. Va.Code § 31B-7-702(e) (emphasis added). In turn, W. Va.Code § 31B-7-701(a)(1) directs, in pertinent part, that the referenced fair market value determination of a dissociated member's distributional interest in an at-will limited liability company is calculated "as of the date of the member's dissociation." W. Va.Code § 31B-7-701(a)(1). Thus, reading these two statutory provisions together clearly indicates that, when a member dissociates from an at-will limited liability company, the interest provided by § 702(e) is to be calculated from the date of dissociation determined under § 701(a)(1). Accordingly, we hold that W. Va.Code § 31B-7-702(e) (1996) (Repl.Vol. 2009) requires the payment of interest upon a dissociated member's distributional interest in an at-will limited liability company from the date of dissociation determined under W. Va.Code § 31B-7-701(a)(1) (1996) (Repl.Vol. 2009).
For the foregoing reasons, the February 19, 2013, order of the Circuit Court of Preston County is hereby reversed, and this case is remanded for entry of an order consistent with this opinion.
Reversed and Remanded.
Moreover, despite the fact that a limited liability company is allowed thirty days to tender its purchase offer to a dissociated member pursuant to W. Va.Code § 31B-7-701(b), we nevertheless find the operative date for the commencement of § 702(e) interest to be, for an at-will limited liability company, the date of dissociation determined under § 701(a)(1) as that is the operative date referenced in § 702(e).