Stevens v. Anesthesiology Consultants of Cheyenne, LLC, 415 P.3d 1270

Background

Dr. Ronald Stevens was a manager/member of Anesthesiology Consultants of Cheyenne, LLC (ACC); his wife, Cassandra Rivers (a CRNA), provided anesthesia at the Cheyenne Eye Surgery Center (Eye Center) while ACC billed and retained roughly half the revenue for several years.
In Dec. 2013 Stevens emailed ACC managers saying he would "carve out" certain services to be billed through his corporation, High Plains Anesthesia, effective Jan. 1, 2014; ACC stopped receiving Eye Center revenue after that date.
ACC sued Stevens (and Rivers) alleging breach of fiduciary duty and related claims based on diversion of Eye Center income; Stevens counterclaimed (including defamation by an ACC manager, Dr. Dorrough).
The district court granted summary judgment for ACC on liability (fiduciary duty, duty of care, covenant of good faith) and for defendants on Stevens’ counterclaims; the case tried only on damages, yielding a $320,000 verdict for ACC.
On appeal the court found genuine issues of material fact regarding whether the Eye Center business was a protectable LLC "opportunity," whether Stevens competed with ACC, and whether ACC implicitly ratified or rejected the opportunity; it affirmed summary judgment on defamation but reversed summary judgment on liability and held that excluding July 2014 emails was error.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether ACC proved a protectable LLC "corporate opportunity" and Stevens breached fiduciary duties by appropriating it	ACC: longstanding relationship and revenue from Eye Center made it an actual/expected company opportunity that Stevens usurped	Stevens: no exclusive contract or guaranteed right; factual dispute whether ACC had expectation or ability to obtain/keep the business	Reversed summary judgment: material factual disputes exist on both the expectancy and ability prongs; liability not resolved at summary stage
Whether Stevens gave notice / ACC ratified or rejected the opportunity	Stevens: his Dec. 2013 email and later silence by managers imply disclosure and possible ratification or rejection of the opportunity	ACC: email was not sent to all members; full disclosure required for ratification, so no ratification occurred	Reversed summary judgment on damages/ratification: existence of disputed facts (who knew what and when) — ratification and rejection remain fact issues
Whether the Rivers–ACC arrangement violated the Federal Anti‑Kickback Statute, rendering ACC’s claim unenforceable	Stevens: the payments to ACC were excessive kickbacks to induce Medicare referrals; illegality voids ACC’s recovery	ACC: illegality defense waived/untimely; district court never tried the issue and evidence was not presented to the jury	Court declined to decide on appeal due to belated, inadequately developed raise below; remand may address it if timely raised
Defamation claim and admissibility of emails	Stevens: Dorrough told members Stevens diverted income without notice (false); emails (Dec 2013 and July 2014) show notice and mitigation evidence and should be admitted	ACC: Dorrough’s disclosures were conditionally privileged and the emails were irrelevant or hearsay for the damages-only trial	Partial affirmance: summary judgment on defamation properly granted (conditional privilege, no malice shown); exclusion of Dec. 2013 email for damages trial not error, but exclusion of July 2014 emails was error (they were relevant to mitigation)

Key Cases Cited

Acorn v. Moncecchi, 386 P.3d 739 (Wyo. 2016) (corporate‑opportunity test requires actual/expected interest and ability to acquire)
Farrell v. Hursh Agency, Inc., 713 P.2d 1174 (Wyo. 1986) (fiduciary usurpation analysis)
Lahnston v. Second Chance Ranch Co., 968 P.2d 32 (Wyo. 1998) (standards for ratification and when it is a question of fact)
Williams v. Weber Mesa Ditch Extension Co., Inc., 572 P.2d 412 (Wyo. 1977) (court may address illegality on its own in some circumstances)
Lever v. Community First Bancshares, Inc., 989 P.2d 634 (Wyo. 1999) (conditional privilege and malice in business communications)
Wilder v. Cody Country Chamber of Commerce, 868 P.2d 211 (Wyo. 1994) (defamation in professional/business context)
Hoblyn v. Johnson, 55 P.3d 1219 (Wyo. 2002) (defamation per se categories and damages)