Summary 2008 WY 122

Summary of Decision issued October 9, 2008

Summaries are prepared by Law Librarians and are not official statements of the Wyoming Supreme Court.

Case Name: Catamount Construction v. Timmis Enterprises

Citation: 2008 WY 122

Docket Number: S-08-0023

Appeal from the District Court of Laramie County, the Honorable Edward L. Grant, Judge.

Representing Appellant: Raymond W. Martin of Sundahl, Powers, Kapp & Martin, Cheyenne, Wyoming.

Representing Appellee: Julie Nye Tiedeken of McKellar, Tiedeken & Scoggin, LLC, Cheyenne, Wyoming.

Facts/Discussion: General contractor Catamount filed suit against several of its subcontractors, alleging defective work on a house in Cheyenne. The subcontractors filed motions to dismiss, asserting that Catamount had no standing to maintain its suit because it was defunct as the result of bankruptcy. The district court granted the subcontractors’ motions.

Standing: One of the primary cases that the district court relied upon in reaching its decision was Liberty Trust Co. Employees Profit Sharing Trust v. Holt. The federal district court considered the issue of whether a Chapter 7 corporate debtor had an existence or life outside the bankruptcy estate. NLRB v. Better Building Supply Corp. reached the opposite conclusion and stated that a corporation is not entitled to discharge its debt in a liquidation proceeding under Chapter 7. The Court agreed with NLRB and others to state that corporate existence is a matter of state law. Bankruptcy does nothing to change the existence of a corporation. Even if the bankruptcy in the instant case had triggered a de facto dissolution of the corporation and even though Catamount had been administratively dissolved by the Wyoming Secretary of State, it could still sue and be sued.
Justiciable Controversy: There must be a violation of a genuine, existing right; the Court will not issue advisory opinions addressing future speculative matters. Catamount claims that its subcontractors including Crayton are ultimately responsible for the Steeles’ damages if they are proven.

Holding: The Court concluded that corporate existence was a matter of state law and under Wyoming law a dissolved corporation may sue and be sued. Therefore Catamount has standing to maintain their action.

Reversed and remanded.

J. Kite delivered the decision.

Link: http://tinyurl.com/3ppxa6

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