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Management Nominees, Inc. v. Skowronska

Supreme Court of Wyoming

October 17, 2019

MANAGEMENT NOMINEES, INC., a Belize corporation and ALDERNEY INVESTMENTS, LLC, a Wyoming Limited Liability Company, Appellants (Plaintiffs),
v.
EDYTA SKOWRONSKA, individually and on behalf of her minor children, RS and DS, Appellee (Defendant).

          Appeal from the District Court of Laramie County The Honorable Catherine R. Rogers, Judge

          Representing Appellants: Larry B. Jones and Colin M. Simpson, Burg, Simpson, Eldredge, Hersh & Jardine, PC, Cody, Wyoming. Argument by Mr. Jones.

          Representing Appellee Melinda S. McCorkle, Kline, McCorkle, LLP, Cheyenne, Wyoming. Argument by Ms. McCorkle.

          Before DAVIS, C.J., and FOX, KAUTZ, BOOMGAARDEN, and GRAY, JJ.

          FOX, Justice.

         [¶1] Alderney Investments, LLC, (Alderney), a Wyoming limited liability company, is part of a complicated web created by Rudolf Skowronski, [1] one of the wealthiest men in Poland at the time of his disappearance in 2005. Its members are two Panamanian companies controlled by a Tortolan trust corporation, which took its instructions from a Swiss bank.

         [¶2] After Rudolf's disappearance, conflicting purported transfers of interest in Alderney left the identity of its "beneficial owner" in doubt. At trial, the Appellants, Management Nominees, Inc. (MNI-Belize) and Alderney, claimed Rudolf's brother-in-law, Rico Sieber, was the "beneficial owner" of the company, that MNI-Belize was its sole member, and that Edyta Skowronska, Rudolf's wife, had wrongfully dissolved Alderney. Edyta claimed she and two of her children were the 90% "beneficial owners" of Alderney and that MNI-Belize had no interest in it. The jury reached a verdict in favor of Edyta that MNI-Belize challenged in a renewed motion for judgment as a matter of law. MNI-Belize again challenges the jury's verdict on appeal, arguing that the district court erred in refusing to enter judgment as a matter of law that it is the sole member of Alderney, and that Edyta's wrongful dissolution of Alderney disqualified her from managing the company. It also claims there was insufficient evidence to support the jury's verdict that Edyta and two of her children are 90% beneficial owners of Alderney. We affirm.

         ISSUES

         [¶3] MNI-Belize raises several issues that we rephrase and reorganize:

1. Does sufficient evidence support the jury's finding that Edyta and two of her minor children are 90% beneficial owners of Alderney?
2. Did the district court err in declining to enter judgment as a matter of law that MNI-Belize was the sole member of Alderney?
3. Did the district court err in declining to enter judgment as a matter of law that Edyta was disqualified from participating in the management of Alderney?

         FACTS

         The Man Behind the Curtain

         [¶4] In January 2005, Rudolf's wife, Edyta, heard her husband's voice over their home's intercom, buzzed him in, and went back to playing with their two young children. Rudolf never joined them. Believing him kidnapped, Edyta reported him missing, hired bodyguards, and enlisted the aid of private investigators and fortune tellers. Her efforts were fruitless-no one involved in this case has seen or heard from him since.

         [¶5] Rudolf had gone to great lengths to conceal his identity in some of his business dealings. Once vanished, however, the complex networks of trust agreements and international business organizations he constructed proved difficult to understand and control. It fell primarily to Edyta and Rudolf's sister, Dagmara Skowronska, to disentangle the web.

         [¶6] Alderney, one business within that web, is the subject of this dispute. None of the individuals involved in this matter have been able to say precisely what sort of business Alderney conducted. It appears Alderney's sole connection to Wyoming is that it is registered in this state. Dagmara testified[2] that Alderney "acted with an intermediary and gave advice for real estate transactions" to other businesses, bought and sold receivables, founded companies, and invested in real estate. Rico Sieber, Dagmara's husband, testified that he did not remember what sort of business Alderney did and that he "would have to look that up." A 2010 letter from Edyta's then-attorney described Alderney's activities "in certain transactions of great importance, but delicate nature . . . which were intended to remain undisclosed to other entities."[3] Whatever its business, everyone agreed that Alderney was created to allow Rudolf to retain control of the company without having his name directly associated with it.

         [¶7] Rudolf entered into an agreement that caused Morgan & Morgan Corporation Services S.A. (M&M) to organize Alderney in the summer of 1999. M&M filed necessary documents with the Wyoming Secretary of State, identifying two Panamanian companies it owned, Management Nominees Incorporated (MNI-Panama) and Nominees Associated Incorporated (Nominees-Panama), as Alderney's members. The Wyoming Secretary of State issued a "Certificate of Organization of Alderney Investments LLC" on June 29, 1999.

         [¶8] On August 2, 1999, M&M declared that it held "all rights, titles and interests in and to the shares of Alderney" in trust for UEB Services LTD (UEB). In turn, UEB held those same "rights, titles and interests" in trust, initially for Rudolf.[4] However, shortly after Alderney was created, Rudolf sent a letter to UEB stating that he had transferred "the ownership of . . . Alderney [] to [his] sister, Dagmara Skowronska." Dagmara, as the "new owner of [Alderney]," sent UEB a "mandate agreement" directing it to act as her agent in administering Alderney. The same day, UEB created a "Declaration of Trust and Nominee Agreement," declaring that it "held the [r]ights titles and interests" in Alderney in trust for Dagmara and agreeing that it would only use "voting and other [] powers attached to the [Alderney] shares" as Dagmara directed and would not "transfer, deal with or dispose" of those rights except as she directed.

         The "Chain of Control"

         [¶9] Dagmara testified that, despite use of the word "owner" and "ownership" in various documents between herself and UEB and between Rudolf and UEB, neither she, Rudolf, UEB, or M&M had ever been the legal "owner" of Alderney. Instead, the agreements between M&M and UEB, and then between UEB and Rudolf, resulted in MNI-Panama and Nominees-Panama being the legal "owners" of Alderney, with Rudolf retaining the right to control it. Thus, Dagmara claimed Rudolf's transfer of "ownership" to her gave her the right to control Alderney but did not transfer legal "ownership" of the company to her.[5] When asked to clarify the purpose of the trust agreement with M&M, she explained:

A: Let's imagine that I wanted to purchase a real estate, but I do not want anyone to know that I am the owner of this real estate. I want to hide it, really hide it, so that nobody knows. So I tell you to buy this real estate for me, but in your name, with my money . . . and I'm telling you [to] hide it well, because everybody knows that we know each other. So that nobody knows that I have anything to do with it. . . . So this way, I am the beneficial owner, but I am not the real owner of the real estate, and you are not the owner either. . . . And the relationship between you and the person who purchases the real estate is that you can tell him what he is supposed to do with this real estate. . . .
Q: Sure. So in the case of Alderney, is ownership of Alderney analogous to the real ...

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