MANAGEMENT NOMINEES, INC., a Belize corporation and ALDERNEY INVESTMENTS, LLC, a Wyoming Limited Liability Company, Appellants (Plaintiffs),
EDYTA SKOWRONSKA, individually and on behalf of her minor children, RS and DS, Appellee (Defendant).
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.
DAVIS, C.J., and FOX, KAUTZ, BOOMGAARDEN, and GRAY, JJ.
Alderney Investments, LLC, (Alderney), a Wyoming limited
liability company, is part of a complicated web created by
Rudolf Skowronski,  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.
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
MNI-Belize raises several issues that we rephrase and
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
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?
Man Behind the Curtain
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.
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
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 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." 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.
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,
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. 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.
"Chain of Control"
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. When asked to
clarify the purpose of the trust agreement with M&M, she
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 ...