Summary 2010 WY 24

Summary of Decision issued March 4, 2010

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

Case Name: Gasstop Two, LLC v. Seatwo, LLC

Citation: 2010 WY 24

Docket Number: S-09-0052

Appeal from the District Court of Sheridan County, the Honorable John G. Fenn, Judge.

Representing Appellant Gasstop Two, LLC: Thomas E. Lubnau II and Ryan W. McGrath of Lubnau Law Office, Gillette, Wyoming.

Representing Appellees Seatwo, LLC and L. & J Small: Rex O. Arney and Orintha E. Karns, Brown, Drew & Massey, LLP, Casper, Wyoming.

Facts/Discussion: Gasstop challenged the Judgment and Order of the district court. The essence of Gasstop’s appeal was that the district court erred in denying Gasstop’s demand that the “LLC veil” be pierced so that the Smalls could be held personally liable for the judgment against Seatwo.

Was Small a “promoter” who could be held liable personally: This issue was not called to the attention of the district court and it made no findings or rulings in that regard. The Court does not review issues that were not raised below. The Court noted that the discrepancy complained of could not have served to prejudice the parties nor was there any suggestion that a jurisdictional or fundamental error was in play.
Piercing the LLC veil: The LLC veil piercing factors used from the corporate arena can be reduced to four categories: fraud; inadequate capitalization; failure to observe company formalities; and intermingling the business and finances of the company and the member to such an extent that there is no distinction between them. The district court made detailed findings of fact and then addressed the issue of piercing the veil. The district court set out the applicable law and the Court stated it was consistent with the law as summarized above.

Conclusion: None of the district court’s findings of fact were clearly erroneous and the district court correctly applied the applicable law.

Affirmed.

J. Hill delivered the decision.

Link: http://tinyurl.com/y8vepyd .

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