In The Matter Of Kite Ranch LLC v. Dunmire
Decision Date | 24 June 2010 |
Docket Number | No. S-09-0203.,S-09-0203. |
Citation | 2010 WY 83,234 P.3d 351 |
Parties | In the Matter of KITE RANCH, LLC, a Wyoming limited liability company.Powell Family of Yakima, LLC, a Washington limited liability company, Douglas Brickman, individually, and Douglas Brickman and Anne Brickman, husband and wife, and as joint tenants, Appellants (Defendants),v.Galen Dunmire and Rebecca Dunmire, husband and wife, as joint tenants and James Hedstrom and Donna Hedstrom, husband and wife, as joint tenants, Appellees (Plaintiffs). |
Court | Wyoming Supreme Court |
COPYRIGHT MATERIAL OMITTED
Representing Appellants: F. Scott Peasley of Peasley Law Office, Douglas, Wyoming.
Representing Appellees Galen and Rebecca Dunmire: M. Gregory Weisz of Pence and MacMillan, LLC, Laramie, Wyoming.
Representing Appellees James and Donna Hedstrom: William H. Vines of Jones, Jones, Vines & Hunkins, Wheatland, Wyoming.
Before VOIGT, C.J., and GOLDEN, HILL, KITE, and BURKE, JJ.
[¶ 1] This is an appeal from a district court order determining the ownership and management rights of the members of a limited liability company (the LLC). A secondary question has been presented as to whether the district court adjudicated issues that were not raised by the pleadings. We affirm in part and reverse in part.
[¶ 2] 1. Can a party be a member of a limited liability company without evidence of a contribution to capital?
2. Under the Wyoming Limited Liability Company Act (the Act), do economic and noneconomic rights of company members vest in proportion to contributions to capital or pursuant to the articles of organization?
3. Does Wyoming law recognize a distinction between contributions to capital as initially listed in the articles of organization of a limited liability company, and as reflected on the company's books and records?
4. Did the district court commit reversible error by adjudicating claims made against the unrepresented limited liability company?
5. Were issues related to dissolution of the limited liability company ripe for adjudication?
[¶ 3] This case previously was before this Court on the limited issue of the propriety of an injunction that had been granted by the district court and, for convenience's sake, we will simply re-state the facts as they were stated in the opinion issued in that matter:
In 2006, Powell and Brickmans became concerned about the management of the company. Powell and Hedstroms executed contradictory leases on behalf of the company, leasing the ranch property to different individuals for the 2007 grazing season. In addition, the FNB note fell into default when it matured on November 1, 2006.
On January 12, 2007, Dunmires and Hedstroms filed a complaint for declaratory judgment against Powell and Brickmans. They also named the limited liability company as an involuntary plaintiff. They sought a declaration of the parties' respective interests, rights and responsibilities with respect to the limited liability company. Powell and Brickmans responded with a petition for a temporary restraining order and preliminary injunction giving Powell management authority over the company and enjoining Dunmires and Hedstroms from exercising any management authority.
In re Kite Ranch, LLC, 2008 WY 39, ¶¶ 3-8, 181 P.3d 920, 922 (Wyo.2008) ( Kite Ranch I ).
[¶ 4] In Kite Ranch I, we affirmed the district court's grant of a preliminary injunction giving Powell the authority to manage the ranch during the pendency of these proceedings. Id. at ¶ 32, at 929. We noted, however, that the district court's factual findings at that stage of the proceedings were “subject to being revisited at the trial ....” Id. at ¶ 25, at 927 n. 4.2 The matter then returned to the district court, where a motion for partial summary judgment was heard on February 18, 2009, and a bench trial on remaining issues was held on May 26-27, 2009. The district court issued decision letters on February 23, 2009, and June 9, 2009, and a final order on July 20, 2009. This appeal followed. Additional facts will be presented in the following discussion as they pertain to specific issues.
[¶ 5] Our standards for reviewing orders granting summary judgment are well established:
Gayhart v. Goody, 2004 WY 112, ¶ 11, 98 P.3d 164, 168 (Wyo.2004) (quoting Moore v. Lubnau, 855 P.2d 1245, 1248 (Wyo.1993)) (citations omitted). “Summary judgment may be the appropriate resolution in a declaratory judgment action.” Coffinberry v. Bd. of County Comm'rs of County of Hot Springs, 2008 WY 110, ¶ 3, 192 P.3d 978, 979 (Wyo.2008).
[¶ 6] We recently reiterated our standard for reviewing the findings of fact and conclusions of law of a district court after a bench trial:
Vargas Ltd. P'ship v. Four “H” Ranches Architectural Control Comm., 2009 WY 26, ¶ 9, 202 P.3d 1045, 1049-50 (Wyo.2009) (internal citations omitted). Statutory construction is a question of law that we review de novo.
State ex rel. Wyo. Dep't of Revenue v. Hanover Compression, LP, 2008 WY 138, ¶ 8, 196 P.3d 781, 784 (Wyo.2008).
Can a party be a member of a limited liability company without evidence of a contribution to capital?
[¶ 7] Powell and Brickmans contend that, despite the statement in the Articles of Organization that cash contributions were being made “at this time”-Powell, $200.00; Brickmans, $266.67; Hedstroms, $266.67; and Dunmires, $266.67-there was no evidence at trial that anyone but Powell actually made a capital contribution. It follows, Powell asserts, that nobody but Powell ever became a member of the LLC.
[¶ 8] This issue was resolved by the district court via summary judgment. On December 12, 2008, Dunmires filed a motion for partial summary judgment, asking the district court to determine that Powell, Brickmans, Dunmires, and Hedstroms were the members of...
To continue reading
Request your trial-
Montierth v. Deutsche Bank Nat'l Trust Co.
...See , e.g. , Barlow Ranch, Ltd. P'ship v. Greencore Pipeline Co. LLC , 2013 WY 34, ¶ 102, 301 P.3d 75, 105 (Wyo. 2013) ; In re Kite Ranch, LLC , 2010 WY 83, ¶ 35, 234 P.3d 351, 364 (Wyo. 2010).[¶ 34] The second statute relied upon by Mr. Montierth, Wyo. Stat. Ann. § 39–13–109(e)(iv), states......
-
Loeffel v. Dash
...the bounds of reason under the circumstances." Ransom v. Ransom , 2017 WY 132, ¶ 10, 404 P.3d 1187, 1190 (Wyo. 2017) (quoting In re Kite Ranch, LLC , 2010 WY 83, ¶ 33, 234 P.3d 351, 363 (Wyo. 2010) ); see also Beavis ex rel. Beavis v. Campbell Cty. Mem'l Hosp. , 2001 WY 32, ¶ 17, 20 P.3d 50......
-
Sena v. State
...language in one part of the statute and different language in another, the court assumes different meanings were intended.’ " In re Kite Ranch, LLC , 2010 WY 83, ¶ 20, 234 P.3d 351, 359 (Wyo. 2010) (quoting 2A Norman J. Singer & J.D. Shambie Singer, Statutes and Statutory Construction § 46:......
-
418 Meadow St. Assocs., LLC v. Clean Air Partners, LLC., No. 18699.
...corporation statute to facilitate managerial flexibility.” (Citation omitted; internal quotation marks omitted.) In re Kite Ranch, LLC, 234 P.3d 351, 360 (Wyo.2010). We perceive statements by this court to be particularly significant with respect to foundational principles of limited liabil......
-
Operations
...been subject to arbitra- tion. Court rejected the argument because she was not a party to the operating agreement. In re Kite Ranch , LLC, 234 P.3d 351 (Wyo. 2010). Individuals were members of a Wyoming LLC that operated a cattle ranch. The court concluded that an individual could become a ......