Cheyenne · Serving all of Wyoming · (307) 333-7539
You built this company with someone you trusted. Now the books have stopped coming, money is moving in ways nobody explains, and you are wondering whether you still own what you think you own.
Most business litigation in Wyoming is not company against company. It is two people who started something together and cannot agree on how it ends. Whether the harm was done to you or to the company decides where the case goes and where the money lands, and getting that wrong at the start can cost the case.
Deep Waters Law represents owners, companies, and minority members in deadlocks, freeze-outs, fiduciary disputes, and the dissolutions that follow when a business relationship is finished.
Direct claim or derivative claim
This is the threshold question in almost every owner dispute. It decides who owns the claim and where the money goes. Under Wyo. Stat. § 17-29-901, a member may bring a direct action to enforce rights that are the member’s own. Under § 17-29-902, a member may bring a derivative action to enforce a right that belongs to the company.
If the manager diverted a company opportunity, the injury is usually the company’s, the claim is derivative, and any recovery goes to the company, not your pocket. If you were denied a distribution the operating agreement promised you, that is your own claim.
Derivative suits also come with procedural gates. Section 17-29-903 governs who may sue, § 17-29-904 sets pleading requirements, § 17-29-905 lets the company appoint a special litigation committee that can take over the claim and recommend dismissal, and § 17-29-906 controls how proceeds and expenses are divided. A complaint that pleads the wrong theory invites a motion to dismiss before the facts are ever reached.
Getting the records
Owner disputes usually start with someone being cut off. The financials stop coming, the bookkeeper stops calling back, and the first real question is what has been happening to the money.
The LLC Act gives members information rights, and an operating agreement can expand them. A written records demand does two things: it may get you the documents, and if it is refused, it establishes the pattern of exclusion that supports everything that comes after. Do not let a refusal sit for a year. Silence can later be characterized as acquiescence.
Fiduciary duties, and the operating agreement that redrew them
Members and managers owe duties to the company and to each other, but Wyoming lets the operating agreement reshape much of that default framework. Two companies with identical facts can produce opposite outcomes because one agreement eliminated a duty the other kept. That is why the first document reviewed is never the complaint. It is the operating agreement, with every amendment and every signed consent. Clients are regularly surprised to learn they agreed years ago to the thing they now object to.
When the business is over
Sometimes the venture cannot continue. Article 7 of the Act governs dissolution and winding up, including judicial dissolution when the company can no longer function or those in control are acting oppressively.
Dissolution is leverage as much as it is a remedy. A credible dissolution petition often produces a buyout on terms that months of negotiation could not, because the alternative is a court-supervised wind-up in which neither side controls the timing or the price. It is also final, so it should be filed deliberately, not as an opening threat.
Deadlines, and the paperwork trap
Contract claims, including most operating-agreement claims, run ten years on a written agreement and eight on an unwritten one (§ 1-3-105). Fiduciary and fraud claims run on shorter and different clocks, so one dispute is often several claims with several deadlines.
Before filing anything, check the entity’s standing with the Secretary of State. Wyoming companies are administratively dissolved for missed annual reports more often than owners realize, and discovering mid-case that a party is not in good standing creates problems that are avoidable in the first week.
Where the case is heard
Most business disputes of any size go to district court. Smaller money claims can go to circuit court, which is faster and cheaper but limited in what it can award. Diversity of citizenship can put the case in federal court in Cheyenne, and many agreements contain arbitration clauses that remove it from court altogether. Each forum changes the timeline, the cost, and the realistic settlement value. That assessment belongs at the start.
Why this firm
Francis H. McVay is a trial and appellate lawyer. He has prosecuted cases, defended them, and argued before the Wyoming Supreme Court. Business litigation is decided on findings of fact and conclusions of law that another court may later read, and every file here is built for that last reader.
Frequently asked questions
What is business litigation?
Disputes that arise from running a company: fights between owners, breach of an operating or partnership agreement, breach of fiduciary duty, records fights, deadlock, minority oppression, dissolution and buyout, and commercial disputes with vendors, customers, or competitors.
What does a business litigation lawyer do?
Works out what the claim actually is and who owns it, secures the documents before they disappear, and takes the dispute through negotiation, court, or arbitration. Most owner disputes end in a buyout, so valuing the business realistically is a large part of the job.
Can I force the other owner to buy me out?
Not directly, in most cases. What creates leverage is a credible claim for breach of fiduciary duty, breach of the operating agreement, or judicial dissolution. Most buyouts are negotiated in the shadow of that claim.
What if I am locked out of the books?
Make a written demand and keep the response, or the silence. A refusal is itself useful evidence.
What is the deadline for business claims?
There is more than one. Contract claims run ten or eight years; fiduciary duty and fraud claims run shorter. Map the deadlines early rather than assuming the longest one.
Talk to a lawyer today
If you have been cut off from the books, make a written demand and keep the response, or the silence. Then call.
Call (307) 333-7539. Answered 24/7, including weekends. Or request a free consultation.
Related
The law is not settled until it is just.
This page describes Wyoming law in general terms as of September 2026 and is not legal advice. Every matter turns on its own facts. Contacting Deep Waters Law does not create an attorney-client relationship.