Justia Wyoming Supreme Court Opinion Summaries

Articles Posted in Business Law
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In this case from the Supreme Court of Wyoming, LFP Consulting, LLC (LFP), a financial advisory company, sued former employee David Edward Leighton for breach of contract and various torts after his resignation. The key issue was a clause in the parties' contract that selected Minnesota as the forum for disputes (a forum selection clause). LFP had filed the lawsuit in Wyoming and attached a waiver of the forum selection clause. However, the Wyoming chancery court dismissed LFP’s complaint for improper venue, concluding that LFP did not have the right to unilaterally waive the forum selection clause. The Supreme Court of Wyoming disagreed with the lower court, ruling that LFP, as the assignee of the contract, had the right to unilaterally waive the forum selection clause because it was included in the contract for the sole benefit of Ameriprise Financial, the original party to the contract with Leighton. The court also noted that Leighton had no relationship with Minnesota, which further supported the decision to allow LFP to waive the forum selection clause. The court reversed the decision of the chancery court and remanded the case for further proceedings. View "LFP Consulting, LLC v. Leighton" on Justia Law

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The Supreme Court affirmed the judgment of the district court granting summary judgment for Defendants and denying relief in this class action, holding that the district court did not err.In 2014, over two-thirds of the members of the Try County Telephone Association, Inc., a Wyoming cooperative utility providing telecommunication services on a non-profit basis, voted to sell the Cooperative, including its for-profit subsidiaries, to entities owned by Neil Schlenker. Schlenker converted the Cooperative into a for-profit corporation (TCT). After the sale, Class Representatives filed a class action lawsuit against TCT, Schlenker and his entities, and others, alleging fraud conversion and other claims and requesting that the sale be set aside. The district court granted summary judgment in favor of Defendants. The Supreme Court affirmed, holding that the district court did nor err in granting summary judgment on all claims. View "Campbell v. Davidson" on Justia Law

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The Supreme Court dismissed for lack of jurisdiction this appeal from the order of the district court dismissing Appellant's appeal of the Natrona County Board of Commissioners' decision denying Appellant's application to transfer a liquor license to him, holding that the district court did not have subject matter jurisdiction.In a separate lawsuit, the district court ordered the CC Cowboys, Inc.'s (CCCI) liquor license be transferred to Appellant. Appellant applied to the Board for the transfer of CCCI's liquor license, but the Board denied the transfer on the grounds that the "transfer will adversely affect the welfare of the people residing in the vicinity of the proposed license address." Appellant appealed to the district court, which found that it lacked jurisdiction to review the proceedings. The Supreme Court affirmed, holding that the district court correctly determined that it was without jurisdiction. View "Elliott v. Natrona County Bd. of Commissioners" on Justia Law

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The Supreme Court affirmed the judgment of the district court finding that the Spence Group lacked standing to bring the underlying derivative action, holding that the district court did not abuse its discretion in ruling that the Spence Group failed to show it did not have an adequate remedy at law.The dispute in this case was between two factions of the former Board of Directors of the Wyoming Trial Lawyers College - the Spence Group and the Sloan Group. The Spence Group brought a derivative action against the Sloan Group and the College alleging that some or all of the Sloan Group directors should be removed from the Board and seeking a declaration that the Spence Group members were the only duly acting members. The district court dismissed the case for lack of standing. The Supreme Court affirmed, holding that the district court properly granted the Sloan Group summary judgment on its claim that the Spence Group lacked standing to bring its derivative action. View "Spence v. Sloan" on Justia Law

Posted in: Business Law
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The Supreme Court affirmed in part and reversed in part the judgment of the district court in this complaint against the Trustees of the Beckton Ranch Trust (BRT) seeking declaratory judgment, damages for breach of fiduciary duty, and an accounting, holding that the district court erred in part.In 2018, Waldo Forbes gifted his shares in the BRT to two of his stepsons. The Trustees exercised an option within the trust instrument to reacquire the gifted shares at "fair value." After the beneficiaries purchased their shares Forbes brought this complaint. The district court found that Forbes did not have standing to seek declaratory relief and that the Trustees did not breach their duty of loyalty and had rendered an inadequate accounting. Thereafter, the Trustees filed a new accounting, which the district court found to be sufficient. The Supreme Court reversed in part, holding (1) Forbes lacked standing to seek declaratory judgment; (2) with one exception, the Trustees did not breach their duty of loyalty by using a sealed bidding process to appraise the "fair value" of the shares; (3) one Trustee breached her duty of loyalty through impermissible self-dealing; and (4) the annual accounting contained clear, complete, and accurate information as required under common law. View "Forbes v. Forbes" on Justia Law

Posted in: Business Law
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In this complaint brought by Black Diamond Energy and Black Diamond Energy of Delaware (together, the BDE Companies) and seventeen limited partnerships (the Limited Partnerships) the Supreme Court affirmed the judgment of the district court dismissing with prejudice the complaint, holding that the district court did not abuse its discretion in dismissing the case with prejudice.The complaint alleged that S&T Bank's lending policies in the wake of the 2008 economic recession caused severe financial loss to the seventeen limited partnerships (the Limited Partnerships) managed by Black Diamond Energy and Black Diamond Energy of Delaware (together, the BDE Companies). Daniel Groskop, the trustee of a trust formed by the Limited Partnership, was later substituted for the Limited Partnerships as the true party in interest on the condition that the BDE Companies' claims against the Bank be dismissed with prejudice. Due to Groskop's noncompliance with discovery orders and the Wyoming Rules of Civil Procedure, the district court dismissed the case with prejudice. The Supreme Court affirmed, holding that the district court did not abuse its discretion when it concluded that Groskop's violation of two court orders compelling discovery, two orders awarding attorneys' fees, and the failure to fulfill the representative duties associated with Wyo. R. Civ. P. 30(b)(6) required dismissal with prejudice. View "S&T Bank v. Groskop" on Justia Law

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The Supreme Court affirmed the judgment of the district court denying as untimely Kathleen Kerbs' motion to intervene in an action brought by her husband, Scott Kerbs, against Carl, Kip, and Nadene Kerbs for dissolution of the Kerbs Four Bar Ranch Partnership, holding that the district court did not abuse its discretion by denying the motion to intervene.Carl and Nadene formed the Kerbs Four Bar Ranch Partnership with Scott and Kip. Carl and Nadene gifted Scott, Kathleen, Kip, and Kip's wife, Rebecca an interest in the partnership. Scott later filed an action against the partnership, Kip, Carl, and Nadene seeking dissolution of the partnership. The parties agreed on a procedure to dissolve the partnership, and the agreement was memorialized in a dissolution order. Kathleen later filed a motion to intervene. The district court denied the motion as untimely. The Supreme Court affirmed, holding that, under the circumstances, the district court reasonably concluded that Kathleen's motion to intervene was untimely. View "Kerbs v. Kerbs" on Justia Law

Posted in: Business Law
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The Supreme Court affirmed the jury's verdict in favor of Dr. Ronald E. Stevens on Anesthesiology Consultants of Cheyenne, LLC's (ACC) claims for brach of fiduciary duties, breach of the covenant of good faith and fair dealing and breach of contract, holding that there was no error.ACC claimed that Dr. Stevens, its former manager and member, took for himself ACC's business opportunity to provide anesthesiology services to an eye surgery center. When this case was first before the Supreme Court, the Court concluded that the district court erred in granting ACC summary judgment because genuine issues of material fact existed as to ACC's covenant of good faith and fair dealing and breach of fiduciary duty claims. On remand, the jury rendered a verdict in favor of Dr. Stevens on all claims. The Supreme Court affirmed, holding (1) sufficient evidence supported the jury's verdict that Dr. Stevens did not breach his fiduciary duties of loyalty and care or the covenant of good faith and fair dealing; and (2) because the law of the case doctrine did not apply to the district court's summary judgment ruling on ACC's breach of contract claim, the court properly submitted that claim to the jury. View "Anesthesiology Consultants of Cheyenne, LLC v. Stevens" on Justia Law

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The Supreme Court affirmed the judgment of the district court dismissing this direct action brought by Plaintiffs, a sub-group of limited partners in a Limited Partnership, against Defendants to remedy losses incurred when the Decedent disposed of the Limited Partnership's real property, holding that Plaintiffs must seek their remedy through a derivative action on behalf of the Limited Partnership.In their motion to dismiss, Defendants argued that Plaintiffs alleged derivative harms that had to be filed as a derivative action. The district court agreed. The Supreme Court affirmed the district court's judgment dismissing the complaint, holding (1) Plaintiffs' complaint failed to assert any facts entitling them to relief in the form of a direct action; (2) Wyoming courts are without discretion to allow direct actions to remedy derivative injuries; and (3) Plaintiffs can satisfy the demand rule by pleading "demand futility." View "Fritchel v. White" on Justia Law

Posted in: Business Law
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In this case concerning the "beneficial owner" of Alderney Investments, LLC after Rudolf Skowronski, who controlled the company, disappeared, the Supreme Court affirmed the judgment of the district court entering judgment in favor of Edyta Skowronska, holding that sufficient evidence supported the jury's finding that Edyta and two of her minor children were ninety percent beneficial owners of Alderney.After Rudolf disappeared, conflicting purported transfers of interest in Alderney, a Wyoming limited liability company, led to disputes over the beneficial owner of the company. Management Nominees, Inc. (MNI-Belize) and Alderney (collectively, Appellants) claimed that Rudolf's brother-in-law was the beneficial owner and that MNI-Belize was its sole member. The jury reached a verdict in favor of Edyta, Rudolf's wife. The Supreme Court affirmed, holding (1) sufficient evidence supported the jury's conclusion that Edyta and two of her children were the beneficial owners of ninety percent of Alderney; (2) the district court did not err in declining to enter judgment as a matter of law that MNI-Belize is the sole member of Alderney; and (3) the district court did not err in declining to enter judgment as a matter of law that Edyta was disqualified from participating in Alderney's management. View "Management Nominees, Inc. v. Skowronska" on Justia Law

Posted in: Business Law