## Facts

- Margot Belden and her son operated an interior design partnership; John Thorkildsen worked for the business.
- Sean O’Brien sold his 30% partnership interest to John and Stacy Thorkildsen; the partnership borrowed funds and executed a promissory note (“Note 1”), signed by Belden and Thorkildsen as partners, with personal guarantees.
- The business paid Note 1 without seeking reimbursement from Thorkildsen.
- Later, Belden, Thorkildsen, and two others formed Fish Creek Design, LLC; the LLC borrowed money to pay off Note 1 and executed a new promissory note (“Note 2”), signed by all members in their member capacities, with personal guarantees.
- The LLC made payments on Note 2 without seeking reimbursement from Thorkildsen; after Thorkildsen’s employment ended, the LLC continued payments, later failed, and Belden paid the remaining balance personally.
- Belden and the LLC sued the Thorkildsens seeking reimbursement, alleging (i) an oral agreement requiring repayment and (ii) that Belden was an accommodation party on Note 2.
- After an earlier appeal and limited remand requiring consideration of parol evidence, the district court again entered judgment for the Thorkildsens, refused to take new evidence, found no proven oral reimbursement agreement, and found Belden was not an accommodation party.

## Issues

1. Whether the district court abused its discretion by refusing to admit additional evidence after remand.
2. Whether the finding that Belden was not an accommodation party on Note 2 was clearly erroneous.
3. Whether the finding that plaintiffs failed to prove an oral reimbursement agreement was clearly erroneous.

## Decision

- The Wyoming Supreme Court affirmed the judgment for the Thorkildsens.
- The district court did not abuse its discretion by deciding the remanded issues on the existing trial record rather than reopening evidence.
- The finding that Belden was not an accommodation party on Note 2 was not clearly erroneous because she directly benefited from the loan transaction.
- The finding that plaintiffs failed to prove an enforceable oral reimbursement agreement was not clearly erroneous; the trial court’s credibility determinations and resolution of conflicting evidence controlled.

## Legal Principles

- A court-ordered remand to consider previously excluded evidence does not, without more, require reopening the record to new evidence; allowing additional evidence on remand lies within the trial court’s discretion and is reviewed for abuse of discretion.
- Under the UCC, an accommodation party is one who signs an instrument to incur liability without being a direct beneficiary of the value given; a signer who directly benefits from the loan (including expected business stability or profits as an owner/member) is not an accommodation party for reimbursement purposes.
- Whether an oral agreement exists and whether a party is an accommodation party are factual determinations reviewed for clear error; appellate courts do not reweigh evidence or credibility.

## Conclusion

The court affirmed denial of reimbursement because the remand did not require taking new evidence, Belden was not an accommodation party due to her direct benefit from the LLC loan, and the trial court’s finding that no oral repayment agreement was proven was supported by the record.


Belden v. Thorkildsen, 197 P.3d 148 (Wyo. 2008)