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Management Nominees, Inc. v. Alderney Investments, LLC

United States District Court, D. Wyoming

February 10, 2015

MANAGEMENT NOMINEES, INC., Plaintiff,
v.
ALDERNEY INVESTMENTS, LLC., Defendant

For Management Nominees Inc, a Belize corporation, Plaintiff, Counter Defendant: Gregory Hauser, LEAD ATTORNEY, PRO HAC VICE, WUERSCH & GERING, New York, NY; Larry B Jones, LEAD ATTORNEY, Colin M Simpson, BURG SIMPSON ELDREDGE HERSH & JARDINE, Cody, WY.

For Alderney Investments LLC, a Wyoming limited liability company, Defendant: Jeffrey Marc Boldt, John Matthew Kuker, Scott A Homar, LEAD ATTORNEYS, THE KUKER GROUP LLP, Cheyenne, WY.

For Alderney Investments LLC, a Wyoming limited liability company, Counter Claimant: Jeffrey Marc Boldt, Scott A Homar, LEAD ATTORNEYS, THE KUKER GROUP LLP, Cheyenne, WY.

OPINION AND ORDER GRANTING PLAINTIFF'S MOTION FOR SUMMARY JUDGMENT

Alan B. Johnson, United States District Judge.

Plaintiff's Motion for Partial Summary Judgment [Doc. 34] and Motion for Preliminary Injunction [Doc. 37], Defendant's opposition thereto [Doc. 46 and 47] and Plaintiff's further reply regarding its motion for summary judgment [Doc. 67] have come before the Court for consideration. Having considered the pleadings,

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the applicable law, the parties' written submissions, and materials offered in support of their respective positions, the Court FINDS and ORDERS as follows:

1. Background

a. Facts

The individuals involved in this proceeding are all Polish citizens and related to Rudolph Skowronska (Rudolph). Rudolph was a Polish businessman who disappeared in 2005. He is married to Edyta Skowronska (Edyta) and they have two minor children. Rudolph's half-sister, Dagmara Skowronska (Dagmara) is married to Rico Sieber. This case concerns Edyta's and Management Nominees, Inc.'s (Belize) (MNI), owned by Rico Sieber, competing claims of ownership of Alderney Investments, LLC, (Alderney), a Wyoming limited liability company.

Alderney was organized in 1999. [Doc. 34, Exhibit 16, pg. 14.] The Articles of Organization list Luis A. Davis, Pamela D. Hall, Silvia Clarke, and Morgan Secretarial Services, Inc. as the original managers. [Doc. 34, Exhibit 16, pgs. 18, 19.] It is not clear from the record who, Rudolph or another person, made the decision to create Alderney.[1] The original members of Alderney were Management Nominees, Inc., a Panama Corporation, and Nominees Associated Inc. [Doc. 34, Exhibit 17, pgs. 9, 10.]

In 1999, Rudolph transferred ownership of Alderney to Dagmara. [Doc. 62, Exhibit 1, pg. 111.] Following this transfer, Alderney members, Management Nominees, Inc. (Panama) and Nominees Associated, executed a declaration of trust in which they declared that all rights, titles, investments in and to shares of Alderney are held in trust by them for UEB Services, LTD, Douglas, Isle of Man. [Doc. 34, Exhibit 17, pg. 16.] Then in 2000, UEB entered into a trust agreement with Dagmara that stated that UEB declared to " hold and have held the [rights], titles, and interests [in and to the shares of Alderney] in trust for Mrs. SKOWRONSKA Dagmara." [Doc. 34, Exhibit 17, pg. 17.]

In 1999 and again in 2001, the Alderney managers voted and approved of giving Dagmara power of attorney over Alderney. [Doc. 34, exhibit 17, pgs. 14, 15.] The 1999 manager meeting minutes state that Dagmara shall be granted a general power of attorney " with the right to sign individually." [Doc. 34, Exhibit 17, pg. 15.] The 2001 manager meeting minutes state that Dagmara shall be granted power of attorney " authorizing her to be Alderney's Attorney at Law with the right to sign individually on behalf of the company and represent the same in front of all courts, plaintiff, defendant, third [p]arty, or in any other form, for any proceedings. . ." The power of attorney document, signed by Luis A. Davis, grants Dagmara with the right to sign individually as follows:

To purchased, alienate, transfer, sell, lease, pledge, mortgage, encumber, or dispose of in any way or manner, the movable or immovable, corporeal or incorporeal, property of the corporation, to accept, endorse, collect, deposit and transfer checks, notes and any other negotiable instruments in its name; to open and manage any kind of banking account, to draw from accounts and banking account, be they checking accounts, time deposits or against overdraft or any other kind of deposits. To issue notes, signs bills of exchange as a drawer, acceptor, endorser or guarantor; accept obligations, be they of a commercial or civil nature, to represent the corporation in matters of disposition and

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administration as well as in all affairs of management and situations in which the corporation has an interest, also in general partnerships or joint ventures; to buy stock or shares of any kind in other companies, to take part in Assemblies or meetings in order to make any kind of agreements, including agreements of constitution, transformation, increase of capital and dissolution of companies; to become the legal representative of the company, as plaintiff, defendant, third party in any other form, be they judicial, administrative, concerning labor, or any other nature; to substitute this power in whole or in part and to revoke the substitutions' to subscribe documents wherein they corporation may be involved, as a debtor or creditor; to make arrangements whatsoever and to complete any act or to enter into any contract that it be considered beneficial to the interests of the company because it is the intention of this General Power of Attorney that it be exercised whithout [sic] any limitations whatsoever.

[Doc. 46, Exhibit 9.] In 2003, Dagmara granted her ownership interest in Alderney to her husband, Rico Sieber. [Doc. 34, Exhibit 12, pg. 2.] Dagmara, however, retained her power of attorney for Alderney.

According to Defendant, in 2005, through her power of attorney, Dagmara transferred 90% ownership in Alderney to Edyta and her minor children through an " Agreement Regarding the Ownership of the Alderney Company" (transfer agreement). [Doc. 46, Exhibit 5.] Dagmara disputes that this transfer occurred and disputes that it is her signature on ...


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