Articles Posted in Business Law

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The Supreme Court affirmed the district court’s denial of Appellants’ motion to recover attorney fees and costs incurred in this litigation. Three sisters filed claims, counterclaims, and cross-claims in this dispute over the numerous entities their parents formed to manage their significant holdings for the benefit of their daughters. The district court sorted out the claims after a bench trial. Appellants then filed a motion to recover costs and attorney fees. The district court denied the motion. The Supreme Court affirmed, holding that, when this case is viewed as a whole, the district court could reasonably conclude that Appellants were not prevailing parties. View "Acorn v. Moncecchi" on Justia Law

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Wallace Burnett, who owned eleven of the 604 outstanding shares of Burnett Ranch, Inc., filed suit against his three siblings and his son, who owned the other shares. Burnett presented claims for, inter alia, a preliminary injunction to prevent the transfer of corporate assets, an accounting, and a winding-up of the corporation and sale of its assets. The district court granted Defendants’ motion to dismiss. The Supreme Court affirmed, holding that Burnett failed to provide cogent argument to support his claims on appeal and failed to comply with the Wyoming Rules of Appellate Procedure. Burnett’s failures led the court to certify that there was no reasonable cause for this appeal and to award penalties in accordance with Wyo. R. App. P. 10.05(b). View "Burnett v. Burnett" on Justia Law

Posted in: Business Law

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This action stemmed from Defendants’ financing of Plaintiffs’ real property located in Wyoming and California. Plaintiffs filed this action in Wyoming against Defendants alleging breach of contract, fraud in the inducement, and violation of a California law governing fraudulent business practices. Plaintiffs sought monetary and punitive damages, rescission and restitution, and an order declaring all encumbrances recorded against their Wyoming property void and expunged. After applying Wyoming law, the district court granted Defendants’ motions to dismiss and for judgment on the pleadings, concluding that Plaintiffs’ breach of contract claims were barred by the statute of frauds and that Plaintiffs failed to plead their fraud and fraud-based claims with the particularity required by Wyo. R. Crim. P. 9(b). View "Elworthy v. First Tennessee Bank" on Justia Law

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Amy Landerman filed a complaint against Nathan Cook alleging that Cook fraudulently obtained shares of Landerman’s company, a Wyoming corporation. The district court entered judgment against Cook, finding that Cook committed fraud in the inducement and fraud in the execution. The total damages equaled $149,189. The district court also awarded punitive damages in the form of attorney fees in the amount of $114,063. The Supreme Court affirmed in all respects, holding (1) there was sufficient evidence for the district court to find fraud in the inducement; (2) the district court did not abuse its discretion in awarding punitive damages; and (3) the district court’s finding that a contract, in the form of an oral agreement, existed was supported by the record. View "Positive Progressions, LLC v. Landerman" on Justia Law

Posted in: Business Law, Contracts

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Malcolm and French Wallop created an estate plan with the intention of owning and operating the Canyon Ranch and establishing a means of transferring its ownership and operation to their respective children. The estate plan led to the formation of the Wallop Family Limited Partnership (WFLP), which owned and operated the Canyon Ranch. Malcolm and French also formed Wallop Canyon Ranch, LLC (WCR) to serve as the general partner of the WFLP. Scott Goodwyn, individually, as a limited member in the WFLP and derivatively on behalf of the WFLP, sued Malcolm Wallop, WCR, the WFLP, and other Wallop family members, alleging breaches in the ownership, operation, and management of the WFLP. The district court (1) found generally in favor of Goodwyn on his claims relating to gifts made to him and other limited partners; (2) found generally against Goodwyn on his claims of breach of fiduciary duties by certain defendants; and (3) determined that the gifting issues upon which Goodwyn prevailed were derivative claims and that Goodwyn was entitled to reasonable attorney’s fees relating to the derivative claims. The Supreme Court affirmed, holding that the district court did not err in (1) awarding attorney’s fees; and (2) denying Goodwyn’s claims of breach of fiduciary duties by certain defendants. View "Goodwyn v. Wallop" on Justia Law

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Milan Todosijevic and Daniel Vokov each owned a fifty percent interest in Montana Food, LLC. Vukov unilaterally adjusted the ownership interests to reflect a 99.7 percent interest in him and a .28 interest in Todosijevic. Todosijevic sued Vukov and the LLC, claiming that Vukov did not have the authority to adjust the members’ ownership interests. The district court granted summary judgment for Todosijevic, concluding that, as a matter of law, Vukov did not have the authority to adjust the ownership interests. The Supreme Court affirmed, holding that the district court did not err in ruling that Vukov had no authority to unilaterally adjust the members’ ownership interests. View "Montana Food, LLC v. Todosijevic" on Justia Law

Posted in: Business Law

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Philippe Lajaunie and Daren Singer were owners and co-managers of Beartooth Mountain Springs, LLC. Lajaunie sued Singer, claiming that Singer had breached his fiduciary duties as a manager and member of Beartooth. Singer counterclaimed based on a theory of promissory estoppel. The district court granted summary judgment for Lajaunie on Singer’s counterclaim and denied Singer’s motion to amend his counterclaim to allege a cause of action based on fraud. After a trial on Lajaunie’s claims, the jury awarded $14,604 in damages. The Supreme Court reversed, holding that the district court (1) erred in granting summary judgment on the promissory estoppel claim; (2) erred in denying Singer’s motion to amend the counterclaim; and (3) abused its discretion in admitting certain evidence at trial. View "Lajaunie v. Singer" on Justia Law

Posted in: Business Law

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Western Ecosystems Technology, Inc. (Western) and GreenHunter Wind Energy, LLC entered into a contract whereby Western provided the LLC consulting services. When the LLC paid nothing for Western’s services, Western brought a breach of contract action against the LLC. Western obtained a judgment against the LLC. Because the LLC had no assets upon which Western could execute, Western brought this action against GreenHunter Energy, Inc. (Appellant), the sole member of the LLC, seeking to pierce the LLC’s veil and hold Appellant liable for the LLC’s contractual obligations. The district court found in favor of Western, pierced the LLC’s veil, and awarded a judgment of $45,807 against Appellant. The Supreme Court affirmed the district court’s judgment piercing the LLC’s veil and imposing liability on Appellant for its debt to Western, holding that the district court correctly applied the applicable law and that its findings of fact were not clearly erroneous. View "Greenhunter Energy, Inc. v. W. Ecosystems Tech., Inc." on Justia Law

Posted in: Business Law, Contracts

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Gary Hopkins and Randal Burnett formed a LLC and financed the project with a small business administration (SBA) loan. Bank 1 loaned the remainder of the total project costs. Hopkins secured the SBA portion of the loan with third mortgages on his rental properties. Bank 2 subsequently acquired Bank 1. After Burnett bought Hopkins' membership in the LLC, Bank 2 released Hopkins from his loan. However, an agreement entered into by the parties did not mention the third mortgages on the property held by SBA. Burnett subsequently defaulted on his loan obligations, and Bank foreclosed on the mortgage covering the business property. Because Hopkins' third mortgages on his rental properties were not released by SBA, Hopkins was forced to continue to make the payments on the SBA loan. Hopkins and his wife (Plaintiffs) sued Bank 2, Burnett, and the LLC, arguing that, pursuant to the agreement, Bank 2 was supposed to remove Hopkins' liability and the mortgages held on his property. The district court granted summary judgment for Bank 2. The Supreme Court affirmed, holding that the terms of the contract between the parties were unambiguous, extrinsic evidence was not required to discern the parties' intent, and Bank 2 had abided by the terms of the contract. View "Hopkins v. Bank of the West" on Justia Law

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Appellants purchased Mom's Malt Shop (Mom's) from Meisinger Investments, which was subsequently dissolved. Six years later, Appellants filed a complaint against Meisinger Investments and one of its owners, Richard Meisinger (Appellees) for breach of contract and breach of the covenant of good faith, alleging that Appellees misrepresented the inventory of the equipment of Mom's, among other things. Appellees filed a motion to dismiss, asserting, inter alia, that the sale of Mom's was between Appellants and Meisinger Investments and that Appellants had not made any allegations that would justify piercing the corporate veil to hold Richard personally responsible. The district court dismissed Appellants' complaint, finding that the complaint was insufficient to survive a motion for summary judgment. The Supreme Court affirmed in part, reversed in part, and remanded, holding (1) the district court improperly converted Appellees' motion to dismiss to a motion for summary judgment; (2) the district court correctly found that Appellants failed to present any allegations that would put Appellees on notice that Appellants were seeking to pierce the corporate veil in an attempt to hold Richard personally liable for the claims against Meisinger Investments; and (3) Appellants did present a proper claim against Meisinger Investments. View "Ridgerunner, LLC v. Meisinger" on Justia Law