## Facts

- Western Ecosystems Technology, Inc., an environmental consulting firm, contracted with GreenHunter Wind Energy, LLC to provide wildlife surveys, habitat assessments, and permitting assistance for a Wyoming wind project.
- Western performed under the contract and invoiced the LLC; the LLC did not pay for the services.
- Western obtained a judgment against the LLC for the unpaid contract amount, fees, and costs, but the LLC had no assets available to satisfy the judgment.
- Western filed a separate action against the LLC’s sole member, GreenHunter Energy, Inc., seeking to pierce the LLC veil and impose liability on the parent for the LLC’s contractual debt.
- After a bench trial, the district court pierced the LLC veil and entered judgment against GreenHunter Energy (approximately $45,807).
- Evidence supporting alter-ego findings included: single-member ownership and domination; the LLC’s lack of employees (parent employees performed the LLC’s work, including financial management); shared address and accountants; consolidated tax filings; chronic insufficient operating balances; and parent control over whether, when, and how much money the LLC received to pay creditors, including selective nonpayment of Western.

## Issues

1. Whether Wyoming law permits piercing the veil of a single-member LLC to hold the sole member liable for the LLC’s contractual debts.
2. Whether the district court applied the correct legal standard for LLC veil piercing under Wyoming law.
3. Whether the evidence supported findings that (a) the LLC’s separateness ceased due to misuse and (b) respecting the LLC form would produce injustice, fundamental unfairness, or inequity.

## Decision

- The Wyoming Supreme Court affirmed the judgment piercing the LLC veil and imposing liability on GreenHunter Energy for the LLC’s debt to Western.
- The court held that veil piercing is available for LLCs, including single-member LLCs, in exceptional circumstances.
- The court concluded the district court correctly applied the governing test and that its factual findings were not clearly erroneous.
- The court determined the record supported both misuse of the LLC form (loss of required separateness) and inequity if the LLC’s separate existence were respected.

## Legal Principles

- An LLC’s veil may be pierced under exceptional circumstances when: (1) required separateness has ceased to exist due to misuse of the LLC by its member(s); and (2) honoring the LLC’s separate existence would lead to injustice, fundamental unfairness, or inequity.
- LLC veil piercing is a fact-driven, equitable remedy; no single factor (except fraud) is dispositive.
- The lawful presence of particular practices (e.g., consolidated tax filings) does not preclude veil piercing when, considered with other evidence, they support an alter-ego and misuse finding.
- Indicators relevant to misuse and lack of separateness may include domination and control, undercapitalization, commingled or pass-through cash practices, absence of independent operations or employees, and member control over creditor payment decisions that leave the LLC unable to satisfy obligations.

## Conclusion

The court affirmed veil piercing against a sole member where the evidence showed the member operated the LLC without meaningful separateness, controlled cash and creditor payments while the LLC remained underfunded, and left the contracting creditor unable to collect, making enforcement of limited liability inequitable.


GreenHunter Energy, Inc. v. W. Ecosystems Tech., Inc., 337 P.3d 454 (Wyo. 2014)