Justia Wyoming Supreme Court Opinion Summaries

Articles 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

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In a shareholder meeting of a corporation (Corporation), Appellee was the only shareholder present at the meeting. Appellee concluded that a quorum existed and thus voted upon and passed several resolutions, including replacing his estranged wife, Appellant, as the corporation's secretary. Appellant filed a complaint to set aside the corporate action that occurred at the shareholder meeting. The trial court held (1) jointly held stock held by Appellee and Appellant could be counted for purposes of a quorum of shareholders in the absence of either personal attendance or a proxy from both owners, and (2) the resolutions were passed with requisite authority. The Supreme Court affirmed, holding (1) the district court was correct in holding that the shares of stock co-owned by Appellee and Appellant as husband and wife were "entitled to vote" pursuant to the bylaws of Corporation, the court was correct in its characterization of Appellee and Appellant holding the stock as tenants by the entirety, and because of the stock's representation in person at the shareholder meeting, the stock could be counted for quorum purposes; and (2) consequently, the resolutions of the shareholder meeting were passed with requisite authority. View "Case v. Sink & Rise, Inc." on Justia Law

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These consolidated appeals stemmed from the Redland family's dispute over ranch property and operations. Two of the appeals related to real property that some of the Redland children claimed their father, Robert Redland, agreed to place in a family trust. The district court granted Robert partial summary judgment, holding that the claims were barred by the statute of limitations and statute of frauds. A bench trial was held on the remaining issues. The trial court ruled against Robert on his two sons' unjust enrichment claims for improvements they had made to the disputed trust properties and also ruled against Robert on his counterclaim against another child and his wife for a partnership interest in their cattle operation. In the remaining appeal, Robert appealed the trial court's rulings on the unjust enrichment and partnership claims. The Supreme Court (1) reversed the grant of summary judgment, holding that disputed issues of material fact existed on the questions of whether the Redland children's property claims were barred by the state of limitations or statute of frauds; and (2) affirmed the district court's ruling on the unjust enrichment claims and the partnership claims. Remanded. View "Redland v. Redland" on Justia Law

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Appellant Donna Teeples was to receive a cash payment from her ex-husband, Neal Teeples, the appellee, as a result of the division of their marital assets pursuant to a divorce. Appellant claimed that the payment, made with the funds of an S corporation owned jointly prior to the divorce, impermissibly increased her tax liability and was made with funds that were rightfully owed to her as a prior shareholder in the company. The district court found that Appellee's payment out of the S account was not an income distribution from the corporation, nor did that payment cause Appellant to incur an additional tax liability. The Supreme Court affirmed, holding that the payment received by Appellant satisfied the terms of the property settlement agreement pursuant to the parties' divorce. View "Teeples v. Teeples" on Justia Law

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Northwest Building Company, LLC (Contractor) performed construction services for Northwest Distributing Co., Inc. (Owner) on a Taco John’s/Good Times facility in Gillette, Wyoming. Contractor brought an action against Owner seeking payment for its services, and Owner counterclaimed. After Contractor’s attorney moved to withdraw, the district court ordered Contractor to find substitute counsel in time for the pretrial conference. When Contractor was unable to find substitute counsel by the deadline, the district court sanctioned it by dismissing its complaint and granting judgment in favor of Owner on its counterclaims. Contractor appealed, raising a number of procedural issues. Upon review, the Supreme Court concluded that the district court did not abuse its discretion by dismissing the Contractor's complaint, and affirmed the lower court's judgment. View "Northwest Building Company, LLC v. Northwest Distributing Co., Inc." on Justia Law

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Appellant Connie Powell worked as a bookkeeper for Rocky Mountain Pump Services (RMPS) from March 2005 to February 2007, when her employment was terminated. After terminating appellant's employment, RMPS contracted with Melanie Field to handle the company's books until another bookkeeper could be hired. Field immediately found the books to be incomplete, inaccurate, and in need of "rebuilding." Reconstruction of the books back to the time when Appellant was hired, revealed numerous discrepancies and missing records, with multiple paychecks to Appellant for the same pay period, copies of checks made payable to the appellant where the computer QuickBooks system showed those checks being paid to vendors, and a few checks made payable to Appellant where the issuing manager's signature appeared to be forged. The examination of the books was followed by a law enforcement investigation that included a review of Appellant's personal bank account records. Eventually, it was determined that 93 checks, totaling $78,200, and claimed to be "unauthorized" by RMPS, had been deposited into Appellant's personal account during her tenure as RMPS's bookkeeper. Appellant was arrested and charged with one count of felony larceny. A jury found her guilty. She appealed her conviction. Because there was insufficient evidence to prove beyond a reasonable doubt that Appellant committed larceny, the Supreme Court reversed her conviction. View "Powell v. Wyoming" on Justia Law

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Black Diamond Energy Partners (BDE Partners) were Nevada limited partnerships which owned interests in coal bed methane wells located in Wyoming. Black Diamond Energy, Inc. (BDE Inc.) was a Wyoming corporation and the managing general partner of several of the BDE Partners. Black Diamond Energy, Inc. of Delaware (BDE Del) was a Delaware corporation and the managing general partner of two of the BDE Partners. BDE Inc. and BDE Del were wholly owned subsidiaries of Koval Resources, LLC, a Nevada limited liability company. Koval entered in a loan agreement in Pennsylvania with S&T Bank, a regional state bank with offices only in Pennsylvania. Koval ultimately defaulted on the loan. BDE Partners filed a complaint in Wyoming against S&T alleging negligence, breach of fiduciary duty, breach of the implied covenant of good faith and fair dealing, and other claims. The district court dismissed the complaint for lack of personal jurisdiction. The Supreme Court reversed, holding that BDE Partners presented sufficient undisputed evidence that S&T's activities in Wyoming were such that, as a matter of law, Wyoming courts had personal jurisdiction to decide their claims. View "Black Diamond Energy Partners Ltd. v. S&T Bank" on Justia Law