Thorkildsen v. Belden, 2011 WY 26

Appellant Thorkildsen sought attorney fees after a judgment in his favor in the loan dispute against Belden and Fish Creek Design, LLC.
The dispute stems from prior entity formations and loans: Belden and son owned Fish Creek Interiors & Gifts; a loan was made to purchase an interest and later an LLC was formed to pay off the earlier loan.
Belden and the LLC alleged Thorkildsen breached the LLC operating agreement by participating in a competing business and other conduct; Thorkildsen counterclaimed that he had no personal liability for LLC debts and that enforcing the operating agreement was required.
The district court twice ruled for Thorkildsen on liability and later denied attorney fees, noting issues predate the LLC and do not all arise from the operating agreement.
On appeal, this Court previously reversed and remanded, directing findings on the attorney-fees issue; after further proceedings, the district court again denied fees.
This Court holds that the attorney-fee provision in the LLC operating agreement authorizes the prevailing party to recover fees when the matter is settled by judicial determination.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the operating agreement permits fee-shifting for enforcing or preventing breach	Thorkildsen is entitled to fees under 13.12 since Belden/LLC reasonably retained counsel to enforce/prevent breach of the agreement.	Fees should be limited to the breach-of-contract claim and segregated from other claims not arising from the operating agreement.	Yes; the provision applies to enforce/prevent breach and covers prevailing party fees.

Belden v. Thorkildsen, 197 P.3d 148 ((Wyo.2008)) (affirmation/remand context for attorney fees in Belden II)
Belden v. Thorkildsen, 156 P.3d 320 ((Wyo.2007)) (Belden I remand for liability and fee issues)
Lieberman v. Wyoming.com LLC, 82 P.3d 274 ((Wyo.2004)) (contract interpretation; four-corners rule)
Cline v. Rocky Mountain, Inc., 998 P.2d 946 ((Wyo.2000)) (fee-segregation requirement when multiple claims present)
State Surety Co. v. Lamb Constr. Co., 625 P.2d 184 ((Wyo.1981)) (segregation considerations for attorney fees)
Forshee v. Delaney, 118 P.3d 445 ((Wyo.2005)) (intertwined claims may negate segregation requirement)
City of Gillette v. Hladky Constr., Inc., 196 P.3d 184 ((Wyo.2008)) (implied covenant and contract claims not easily segregated)
Ultra Resources, Inc. v. Hartman, 226 P.3d 889 ((Wyo.2010)) (WRPA claims and related practice need not be segregated)
Thorkildsen v. Belden, 223 P.3d 1291 ((Wyo.2010)) (Thorkildsen I; remanded for fee findings)