*1 WYOMING.COM, LLC, Appellant

(Defendant),

v. LIEBERMAN, (Plaintiff).

Appellee

No. 04-122.

Supreme Wyoming.

April

Representing Appellant: K. Da- Alexander vison, Palen, Wendy Terry W. Curtis Davison, Connolly Cheyenne; of Patton & Wyoming.

Representing Appellee: Bagley William D. LLC, White, Bagley, Karpan, Rose & Cheyenne, Wyoming. KITE, HILL, C.J., GOLDEN,

Before VOIGT, JJ., BRACKLEY, D.J. GOLDEN, Justice. appeal generated This is the third Wy litigation.

from this After Lieberman oming. com 2004 WY 82 P.3d (“Lieberman ”) published, their parties filed with the district court respective versions of a final order. ultimately adopt decided to presented by E. Michael Lieberman. *2 remand, ap Upon parties submit- (“Wyoming.com”1) [¶ 4] Wyoming.com respective entered a final order for content the order ted drafts of pealing the Wyoming.com protests Eventually, court. the district court district not following court does that the order district as drafted holdings of this Court properly reflect man: Finding the order of the appealed having The above cause been substantially comply not court does and reversed Court and mandate with the decision ming.com, 274] [82 [sic] WY.1 II, we and remand reverse 13, January decided on 2004 and on with directions. 28, January specific with 2004 remanded directions, being fully now ISSUE advised, FINDS THAT Lie Wyoming.com requests this Court berman maintains his court’s order on whether review Wyoming.com by his unaffected termi man- complies with the remand February nation as its Vice-President opinion of in Lieberman date and this Court 27, partic 1998 and from his withdrawal ipation management of the com pany. There has no divestment been

FACTS equity rights his as an owner 27, February known business Lieberman was a member of is, Wyoming.com as therefore ming.com. He a member but not withdrew as interest holder. Because as (1) prior ORDERED that agree financial upon could not captioned District the above consequences of Lieberman’s withdrawal as a (2) E. cause that Michael Lie- member, Wyoming.com filed a for a of his equity berman is remains owner declaratory judgment requesting the district February known on rights and obli- court determine financial Wyoming.com 1998 as LLC with all of the gations any, upon the with- rights responsibilities attendant there- review, this of a member. drawal (3) to, Wyoming.com the [sic] retained determined that Lieberman management steps its immediate take ownership Wyoming.com de- his implement this Order. op- spite his withdrawal discovery a motion after erating agreements presented to this Court entered, seeking this order was not agreed that never a revealed Wyoming.com but also from its buyout would be when a member (specifically naming successor governing Wyoming withdrew. The statutes ‘Wyoming.com,” corporation, referring to the gap provision might no fill this contain successor). initially as the buyout upon for a the withdraw- void, granted compel Lieberman’s motion dis- al of a member. Given this covery. Wyoming.com or filed a motion for II held that there no further re- consideration, judicially that can the district be declared reason, any specific regard giving granted Wyo- of Lieber- beyond ming.com’s man the fact motion and vacated order to compel. Wyoming.com requests caption inadvertently 1. refer to it as this Court 2. The the order became Wyoming.com distinguish inverted, LLC in e.g., Wyoming.com, Wyoming corporation, instead of LLC v. Lieberman. We allegedly into which merged. Wyoming.com LLC has oversight assume this will be corrected not been made Inc. has remand. proceedings. party record is LLC. requested no need to make the distinction Wyoming.com LLC. rights or believing the above Wyoming.com, Id. party. obligations from either court does not substan- of the district holding of this Court tially comply with the specifically, More motion filed a provision that no exists either held amend 59 to alter or W.R.C.P. operating agree Wyoming statutes or the *3 Wyo- motion. court denied the requiring any partic ments of continuing appeal, to ming.com then filed this equity disposition ular of a member’s interest argue that this order does Thus, upon his withdrawal as a member. in findings of this Court comply with the legally Wyoming.com could not force Lieber Lieberman equity any particu man to sell his value, could not force

lar and Lieberman Wyoming.com buy DISCUSSION interest at to answered the particular value. This Initially, noted that it must be presented by Wyoming.com in its jurisdiction of this challenges the Lieberman declaratory petition While not grounds that appeal on the to hear' this ques in explicitly opinion, stated the with the motion for reconsideration it is answered, nothing remains but to dis time for a motion for reconsid disguise; the underlying petition. the No further miss disagree having long past. We eration proceedings to resolve this ac appeal. of the instant this characterization Thus, any pursuant tion. order entered to challenging the substan opinion the mandate and of this Court must holdings of this tive underlying petition. include dismissal of the Wyoming.com only challenging whether immedi- The actions of Lieberman resulting court sub the order ately following entry as well stantially complies with the mandate and appeal, clearly reveal that argument as his opinion II.3 continuing to be he believes the action jurisdiction acquired has been over Having decided this Court has somehow the successor jurisdiction to review the order of the applies to such successor.4 not substantial and the we find the order does discovery of financial attempt pursue ly opinion and mandate of His comply with the LLC and its suc- II. The main flaw with the order documents underlying in interest after the of the order cessor is that it does not dismiss obviously ap- is based this On question at issue this petition. The belief. that, argues the cur- peal, under declaratory judgment regards the action for case, “the needed declara- rent status of the potential effects of Lieberman’s withdrawal requires further parties’ rights equity interest. In tion of the a member on his District Court will know answering proceedings, so the this Company raised, in the since the what has occurred specific issues determined error, rights.” those His 1998 that affects operating agreements reflect however, original question possesses ¶1, 16, by Wyoming.com brought petition in the 82 P.3d ming.com. 2004 WY hap- way anything that has II further held that Lieberman’s in no relates to member, itself, filing pened since the in and of did withdrawal as Gregory, appeal. posture See Sanders have been 3. We do that this action would note mandamus, (direct appeal properly but raised as a writ of of content more 652 P.2d 25 opportunity the district court has had the since to re- of order of trial court issue, choosing be- this first when Court). consider mand from this orders, proposed then when it ruled tween Wyoming.com’s in the context of on this issue corporation is not a 4. Since the accept judgment, we motion to alter or amend proceedings impossible order to refer it is for the This is not in its current form. (cid:127) corporation. Any argument precedent. almost identical cir- without Under contrary is frivolous. cumstances, previously Court has decided an procedural comment as to the value of that rights of an might affect Wyo- to order left for the district court framework procedural This basic holder. ming.com Consequently, do. attempt to changed. has never at issue in this case exceeded this oc- regarding “what has obtain information However, suspect mandate. this is Court’s that af- Company since 1998 curred story. have not had not the end of the We interest he held fects” the Mr. Lieberman’s the occasion address as a the time he withdrew ming.com LLC at nor rights as a owner understandable, place member, has no while him as a minor- of the LLC to in the current respon- ity interest owner. Those context of other forms of sibilities CONCLUSION developed organizations are well up fair- can be summed This action *4 may provide guidance in the realm of the and as a member ly easily. withdrew Gelb, Harvey Fiduciary Duties LLC. See were uncertain Wyoming.com. The Closely Held Busi- and Dissolution with- consequences such ness, (2003); Wyo. L.Rev. 547 Sandra K. Wyoming.com filed drawal so Miller, What Standards Conduct Should asking solely for a dec- declaratory judgment Apply Managers and Limited to Members and laration the financial Liability Companies? 68 St. John’s L.Rev. any, upon the withdrawal of Gevurtz, (1994); Squeeze- Franklin A. and judicial ques- answer to Liability outs and Freeze-outs in Limited withdrawing simply member is (1995). U.L.Q. Companies, 73 Wash. The member’s retains his buy- forced withdrawal does BRACKLEY, D.J., dissenting. withdrawing member’s procedure out majoritys I am concerned the third equity. necessary give does not case, applied to this specifically As disputes. direction on how to resolve their simply respectfully I I must dissent. required premature of either is would dismiss this third remand the case back to the trial court of Lieberman’s with- as a direct result precise to determine the nature Lieber- Wyoming.com not a member. drawal as may equity interest and remedies that mans buy equity interest required to be available. asking price, at Lieberman’s equity interest back to sell his Lieberman II remanded this mat- any specified buyout ter to the trial court “for a declaration of the answered, price. peti- ¶ With the 1, 19, parties rights.” The order of the tion should be dismissed. 19. The “Order Remand” en- the case is district court is acknowledged the trial court herein tered remanded for the of an order consis- ruling and ordered Courts officially tent herewith. to do the same. Instead of recognizing Liebermans interest and KITE, Justice, concurring. specially documenting how the LLC intended on treat- ing Lieberman in the future — I with the result reached concur practical appealed. has the effect solely majority in this matter because “freezing out” Lieberman. Because of the mandated premature appeal, unwarranted or (Wyo.2004). I P.3d 274 2004 WY 82 prohibited man was and/or joined dissenting opinion in Justice Lehman’s court; pursuing specific remedy in the trial appropri- that case because found more prohibited the District owner in an ate allow a deciding adjudicating proper remedies. of his LLC a mechanism to realize the value majority’s ruling equity interest. Given the

that Mr. Lieberman owns operating agreement

but neither the nor the

statute a method for him to realize