Ridgerunner, LLC, a Wyoming Limited Liability Company and Sarah A. Carrelli and Cynthia D. Porter (Wyoming 2013)

Summary

The court held that the district court improperly converted the defendants’ motion to dismiss into a motion for summary judgment because the record did not show advance notice or a reasonable opportunity to respond. Applying the motion-to-dismiss standard, the court affirmed dismissal of the claim against Richard Meisinger because the complaint did not provide notice of an intended corporate-veil-piercing theory, but held that the dissolved corporation could remain a defendant. The case was therefore affirmed in part, reversed in part, and remanded.

Holding

Conversion of the motion to dismiss. The district court improperly converted the motion to dismiss into a motion for summary judgment because the record did not show that the parties received advance notice of the intended conversion or a reasonable opportunity to present material relevant to summary judgment.

Personal liability of Richard Meisinger through corporate-veil piercing. The complaint failed to state a claim against Richard Meisinger because it did not allege facts or otherwise provide sufficient notice that the appellants intended to pierce Meisinger Investments, Inc.’s corporate veil.

Effect of corporate dissolution on the corporation’s capacity to be sued. Dissolution of Meisinger Investments, Inc. did not, by itself, prevent the corporation from being named as a defendant, so the appellants’ claims against the corporation could withstand the motion to dismiss.

Ridgerunner, LLC, a Wyoming Limited Liability Company and Sarah A. Carrelli and Cynthia D. Porter

Summary

Holding

Cited authorities

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