Justia Business Law Opinion Summaries

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

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

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

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

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

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

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

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

This case began in 2004 when Margo Belden and Fish Creek Designs, LLC filed suit against John Thorkildsen, claiming a breach of the LLC agreement and that Thorkildsen and his wife owned Fish Creek for payments it made on a loan. The case was appealed and remanded several times, largely in relation to Thorkildsen's motion for attorney fees and costs. In the fourth appeal of this matter, the Supreme Court took the unusual step of making a factual determination that the attorney fees Thorkildsen requested were reasonable and, in a specific remand, directed the district court to enter an order awarding Thorkildsen attorney fees in the amount of $77,475. In the fifth appeal of the matter, Thorkildsen challenged the district court's entry of the order the Court directed, claiming he was entitled to prejudgment interest on the fee award. The Supreme Court affirmed, holding that the award of Thorkildsen's attorney fees was not a liquidated claim, and therefore, Thorkildsen was not entitled to prejudgment interest on the award.

James Schlinger owned and operated Curtis Excavation and WW Construction. Schlinger, acting as president of WW Construction, entered into an oral agreement to lease his business and all associated equipment and land to Christopher McGhee and Jack Robinson. McGhee and Robinson formed Curtis-Westwood Construction as the entity to lease and operate the business. After eight months, Schlinger determined McGhee and Robinson were not properly managing the business and terminated the oral lease agreement. The parties disputed the financial implications of the termination. After a bench trial, the district court determined that Schlinger breached his oral agreement with Appellees, McGhee, Robinson, and Curtis-Westood Construction, and that Schlinger owed Plaintiffs $206,875. The Supreme Court (1) reversed the district court's judgment on Appellees' breach of contract claim and rejected Appellants' argument that they should be awarded breach of contract damages, holding that the district court committed clear error in awarding damages as there was insufficient evidence in the record to justify an award of damages to either party; and (2) affirmed the district court's denial of Schlinger's claims for recovery under the theory of unjust enrichment, holding that Schlinger's claims were unsupported by the evidence.