Brief Fact Summary. Plaintiff, Kaycee Land and Livestock, wanted to hold Defendant, Roger Flahive, personally liable for damages stemming from an agreement made Defendant’s LLC, Flahive Oil & Gas. The District Court of Johnson County presented a certified question to the Supreme Court of Wyoming to determine if Defendant could be held personally liable.
Synopsis of Rule of Law. For the purposes of piercing the corporate veil, there is no law or policy that would require treating limited liability companies (LLC’s) different from corporations.
The rules of common law are not to be changed by doubtful implication, nor overturned except by clear and unambiguous language.View Full Point of Law
Issue. The issue is whether corporate veil-piercing principles can be applied to a limited liability company.
Held. There is no statute or common law that expressly prohibits veil-piercing to be inapplicable to LLC’s. Although the legislature has not expressly provided for veil-piercing to apply with LLC’s, piercing the corporate veil has traditionally been a judicially created remedy to avoid an otherwise unjust result. As a matter of public policy, it would be illogical to allow persons to abuse LLC’s in a manner that has been prohibited for corporations.
Discussion. The court notes that every other jurisdiction that has looked at veil-piercing as applied to LLC’s has decided to allow the remedy against LLC’s. The factors determining whether an LLC should be pierced are similar to corporate veil-piercing factors.