Delcon Partners LLC v. Wyoming Department of Revenue, 450 P.3d 682

Delcon Partners, LLC purchased $1,150,000 of assets from an HVAC business (Seller) but did not buy Seller’s cash, checking/savings accounts, accounts receivable, promissory notes, or pre-closing amounts due (excluded assets totaled $3,010,602).
Parties agreed Delcon acquired roughly 28% of Seller’s assets/value located in Wyoming.
Delcon asked the Department of Revenue whether the sale fell under the § 39-15-101(a)(vii)(N) 80% business-sale exemption from the definition of “sale” (and thus from sales tax).
The Department concluded the exemption applies only where a purchaser buys all or not less than 80% of the value of all assets located in the state; because Delcon bought only 28%, the transaction was taxable.
The Wyoming Board of Equalization affirmed; the district court certified the issue to the Wyoming Supreme Court, which affirmed the agency rulings.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether a purchase of less than 80% of a seller’s assets is excluded from the definition of “sale” under Wyo. Stat. § 39-15-101(a)(vii)(N) (so as to be exempt from sales tax)	The statute should be read to exclude cash/receivables and to apply to nonretail asset transfers of substantially all tangible assets; literal reading is absurd and encourages form-over-substance planning	The statute is unambiguous: the exemption applies only where buyer purchases all or not less than 80% of the value of all assets located in Wyoming; cash and receivables are assets	The court held the statute is plain: it requires purchase of ≥80% of the value of all assets located in the state (including cash and receivables). Because Delcon bought ~28%, the exemption does not apply; the sale is taxable.

Wyodak Res. Dev. Corp. v. Wyoming Dept. of Revenue, 387 P.3d 725 (Wyo. 2017) (agency-review standards for certified cases)
Camacho v. State ex rel. Dep’t of Workforce Servs., 448 P.3d 834 (Wyo. 2019) (questions of law in agency decisions reviewed de novo)
Mattheis Co. v. Town of Jackson, 444 P.3d 1268 (Wyo. 2019) (interpretation focuses on plain and ordinary meaning to effect legislative intent)
Seherr-Thoss v. Teton County Bd. of County Comm’rs, 329 P.3d 936 (Wyo. 2014) (courts must not add exceptions or rewrite statutes for perceived fairness)
City of Casper v. Holloway, 354 P.3d 65 (Wyo. 2015) (avoid interpretations that render statutory language meaningless or produce absurd results)