Tamra Acorn, Rebecca Shwen, and Federer Holding Company, LLC, a Wyoming close limited liability company v. Lori Moncecchi and Dino Moncecchi
2016 WY 124
| Wyo. | 2016Background
- Bud and Margie Federer built a family estate of HUD-regulated apartment complexes held through multiple entities, principally Spartan Management, LLC (Spartan), Federer Holding Company, LLC (FHC), and the Margie Jean Federer Revocable Trust (MJFRT).
- Dino Moncecchi (married to daughter Lori) managed Spartan and was appointed sole manager of FHC; Spartan historically performed property management and retained HUD incentive fees and laundry revenues.
- Margie created MJFRT; after her incapacity Rebecca became sole trustee in 2010. The trust had a history of loans to family members (the “Acorn” debts) and provisions reducing beneficiaries’ distributions to account for unpaid loans.
- Litigation was initiated by Lori and Dino (Moncecchis) alleging Rebecca breached fiduciary duties as trustee and contesting management of FHC; Rebecca counterclaimed on an outstanding note and, with Tamra, challenged Dino’s management decisions for FHC.
- The district court after a bench trial: found Rebecca breached fiduciary duties (removed her as trustee), found Dino did not breach duties to FHC (no trophying of HUD fees or laundry revenues, no duty to solicit bids), found Moncecchis failed to prove damages (district court), and awarded attorneys’ fees to Moncecchis for a frivolous counterclaim; on appeal the Supreme Court affirmed in part, reversed in part, and remanded.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Jurisdiction: Is the February 12, 2016 judgment appealable? | Moncecchis argued judgment was final and appealable. | Rebecca/FHC suggested unresolved matters rendered it nonfinal. | Judgment was final and appealable; trustee-selection was ministerial. |
| Did Dino breach fiduciary duties to FHC by failing to solicit bids and self-dealing via Spartan? | FHC argued Dino had duty to solicit bids and that Spartan appropriated fees/opportunities. | Dino argued historic contracts, enhanced services by Spartan, and operating agreement allowed affiliated contracts. | No clear error: Dino did not breach duties; no obligation to solicit bids shown; transactions were fair and allowed by operating agreement. |
| Did Rebecca breach trustee duties warranting removal? | Moncecchis alleged loans to Tamra, calling Moncecchi note, excessive self- compensation, and delayed gift to Lori showed bad faith and partiality. | Rebecca contended some acts were reasonable, relied on counsel, and hostility alone isn’t removal-worthy. | Affirmed: multiple breaches (imprudent loan to Tamra, calling a performing loan, overpayment and improper expenditures, delayed gift) justified removal. |
| Were damages for Rebecca’s breaches properly allocated/burdened? | Moncecchis argued once they proved overpayment trustee must justify disbursements; requested fees. | Rebecca argued Moncecchis bore burden to prove damages with reasonable certainty. | Reverse/remand: initial burden on beneficiaries to prove harm met; once shown (overpayment and improper spending totaling $82,082.59), burden shifted to Rebecca to prove offsets — she failed to do so. |
Key Cases Cited
- Wallop Canyon Ranch, LLC v. Goodwyn, 351 P.3d 943 (Wyo. 2015) (standard of appellate review of bench trial findings and fiduciary duty discussion)
- Forbes v. Forbes, 341 P.3d 1041 (Wyo. 2015) (standard for removal of family trustee and scope of trustee’s good-faith duty)
- Schlinger v. McGhee, 268 P.3d 264 (Wyo. 2012) (damages must be established with reasonable certainty in contract context; discussed for comparison)
- Lokey v. Irwin, 374 P.3d 311 (Wyo. 2016) (appealability and final order analysis)
- Tyler v. City of Manhattan, 118 F.3d 1400 (10th Cir. 1997) (finality principle: retained jurisdiction for ministerial enforcement does not defeat appealability)