Ridgerunner, LLC v. Meisinger
297 P.3d 110
| Wyo. | 2013Background
- Ridgerunner, LLC, and individual appellants purchased Mom's Malt Shop from Meisinger Investments, Inc. on July 15, 2005.
- Appellants sued Meisinger Investments, Inc. and Richard Meisinger for breach of contract and breach of the covenant of good faith.
- Defendants moved to dismiss; appellants argued the motion involved piercing the corporate veil and discovery would reveal agency relationships.
- The district court converted the motion to dismiss into a motion for summary judgment based on extrinsic evidence, and dismissed the complaint.
- The district court held that only Richard Meisinger could be liable, and only if personal liability could be pierced; Meisinger Investments, Inc. was dissolved.
- Wyoming law allows a dissolved corporation to be sued or sued against in its corporate name under statutes governing dissolution; the court remanded on veil-piercing and dissolution issues.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Was the 12(b)(6) motion improperly converted to summary judgment? | Ridgerunner argues no proper conversion occurred. | Meisinger contends the court properly converted due to outside-pleadings evidence. | Conversion not properly supported; review should proceed under 12(b)(6). |
| Did the complaint adequately plead piercing the corporate veil against Richard Meisinger? | Appellants alleged agency among Meisinger entities and individuals. | Appellees argue no veil-piercing allegations were proper or pleaded. | Veil-piercing not pleaded with sufficient notice or factual support; against Richard Meisinger is dismissed. |
| Can Meisinger Investments, Inc., despite dissolution, be named or held liable? | Dissolution does not bar claims; continued liability possible under statute. | Dissolution bars suing the corporation in its name. | Dissolution does not by itself bar Meisinger Investments, Inc.; potential liability may persist; remand for proceedings consistent with statute. |
| Should the entire complaint have been dismissed due to dissolution and veil issues? | The complaint contains claims against the dissolved corporation and potential veil theories. | Only veil claims against Richard Meisinger were viable; the rest should be dismissed. | Partial reversal: veil claim dismissed; dissolved corporation potential liability preserved. |
Key Cases Cited
- Torrey v. Twiford, 713 P.2d 1160 (Wy. 1986) (standard for conversion of 12(b)(6) to summary judgment)
- Cranston v. Weston Cnty. Weed & Pest Bd., 826 P.2d 251 (Wy. 1992) (automatic conversion when affidavits attached; otherwise need notice and response)
- Shriners Hosp. for Crippled Children, Inc. v. First Sec. Bank of Utah, N.A., 835 P.2d 350 (Wy. 1992) (require opportunity to respond to converted motion)
- Kaycee Land & Livestock v. Flahive, 46 P.3d 323 (Wy. 2002) (corporate veil considerations in Wyoming)
- Amfac Mech. Supply Co. v. Federer, 645 P.2d 73 (Wy. 1982) (veil-piercing factors and unity of interest)
- Miles v. CEC Homes, Inc., 753 P.2d 1021 (Wy. 1988) (piercing the corporate veil framework)
- Dombroski v. Well-Point, Inc., 879 N.E.2d 231 (Ohio App. Dist. 11) (doctrine of piercing the corporate veil as liability mechanism)
- Arnold v. Browne, 103 Cal.Rptr. 775 (Cal. App. 3 Dist. 1972) (unity of interest standards cited by Wyoming court)