Ridgerunner, LLC, a Wyoming Limited Liability Company and Sarah A. Carrelli and Cynthia D. Porter, Individually v. Richard Meisinger and Meisinger Investments, Inc., 2013 WY 31

Appellants Ridgerunner, LLC, and individuals Carrelli and Porter purchased Mom’s Malt Shop from Meisinger Investments, Inc. on July 15, 2005.
Appellants alleged misrepresentation of inventory and outdated spoiled food, and that Kevin and Richard Meisinger harmed the business and smeared its reputation.
Appellees moved to dismiss; district court converted the motion to a summary-judgment motion based on evidence outside pleadings.
District court found the contract was with Meisinger Investments, Inc.; Meisinger Investments, Inc. was dissolved; only Richard Meisinger might be personally liable, which appellants failed to plead for piercing the veil.
Court remanded to address veil-piercing pleading and dissolution issues, and held the dismissal was improper as to the dissolved corporation claim.
Court held the district court improperly converted the motion to dismiss to a summary-judgment motion, reviewed as a Rule 12(b)(6) dismissal, and remanded for further proceedings consistent with the opinion.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the district court properly converted the motion to dismiss to summary judgment.	Quinn v. SRW argues improper conversion.	District court conversion was proper.	Conversion was improper; review treated as 12(b)(6) dismissal.
Whether the complaint states a veil-piercing claim against Richard Meisinger.	Appellants plead agency between Kevin, Richard, and Meisinger Investments.	No veil-piercing pleadings present.	Veil piercing not pled; claim against Richard fails at this stage.
Whether Meisinger Investments, Inc., though dissolved, can be named as a defendant.	Dissolution does not automatically bar suit; claims may proceed.	Dissolved corporation cannot be sued in its corporate name.	Dissolved corp may still be named; claims against Meisinger Investments may proceed.
Whether the district court erred in dismissing the entire complaint.	There is a viable claim against Meisinger Investments, Inc.	No viable claims against the dissolved corporation.	Partial reversal; affirmed as to veil-piercing against Richard, reversed as to entire dismissal; remand for further proceedings.

Torrey v. Twiford, 713 P.2d 1160 (Wyo. 1986) (standard for conversion of Rule 12(b)(6) to summary judgment depends on notice and record)
Cranston v. Weston Cnty. Weed & Pest Bd., 826 P.2d 251 (Wyo. 1992) (automatic vs. non-automatic conversion when outside-record materials are used)
Shriners Hosp. for Crippled Children, Inc. v. First Sec. Bank of Utah, N.A., 835 P.2d 350 (Wyo. 1992) (ten-day response requirement for converted motions)
Robinson v. Pacificorp, 10 P.3d 1133 (Wyo. 2000) (dismissal under 12(b)(6) reviewed for whether face of complaint shows entitlement to relief)
Bonnie M. Quinn Revocable Trust v. SRW, Inc., 91 P.3d 146 (Wyo. 2004) (standard for pleading; liberal construction; sparing use of dismissals)
AMFAC Mech. Supply Co. v. Federer, 645 P.2d 73 (Wyo. 1982) (piercing corporate veil factors and equitable doctrine)
Kaycee Land & Livestock v. Flahive, 46 P.3d 323 (Wyo. 2002) (corporate veil and unity of interest considerations)
Miles v. CEC Homes, Inc., 753 P.2d 1021 (Wyo. 1988) (veil-piercing factors and corporate separateness)
Catamount Construction v. Timmis Enters., 193 P.3d 1153 (Wyo. 2008) (procedural treatment of dissolved corporations under Wyoming statutes)