## Facts

- Mattingly Law Firm, P.C. (later referenced as Mattingly & Roselius, P.L.L.C.) obtained a default judgment against Melvin D. Henson, Jr. for unpaid attorneys’ fees.
- After nearly three years without payment, the firm sought post-judgment relief and requested a hearing to identify assets available to satisfy the judgment.
- The firm pursued a charging order aimed at Henson’s alleged interests in two limited liability companies associated with his business activities.
- Henson denied that he was a record member of the LLCs and asserted that he lacked an ownership interest that could be charged.
- Evidence at the post-judgment proceedings showed Henson functioned in a leadership role with the LLCs (including acting as a manager) and exercised control over their operations and finances.
- The firm argued that, despite the absence of formal membership in Henson’s name, the facts showed he was an equitable owner and that the LLCs operated as his alter egos.
- The district court determined the LLCs were alter egos used to shield value from collection and entered a charging order against Henson’s interests as found by the court.
- Henson appealed from the post-judgment order granting the charging order and the related alter-ego/veil-piercing determination.

## Issues

1. Whether a judgment creditor may obtain a charging order against a debtor’s interest in LLCs where the debtor is not a record member but is found to be an equitable owner based on control and use of the entities.
2. Whether the district court erred in disregarding the LLCs’ separate existence (alter ego/veil piercing) to prevent the LLC form from being used to defeat collection of the judgment.

## Decision

- The Oklahoma Court of Civil Appeals affirmed the district court’s post-judgment order.
- The court held the record supported the district court’s finding that Henson held an equitable ownership interest in the LLCs even if formal membership was not in his name.
- The court upheld the determination that the LLCs operated as Henson’s alter egos and that equity permitted disregarding the entities’ separateness to prevent injustice.
- Based on the alter-ego/equitable-ownership findings, the court affirmed the charging order as an appropriate post-judgment mechanism to reach Henson’s interest for satisfaction of the fee judgment.

## Legal Principles

- Oklahoma courts may apply alter-ego and veil-piercing doctrines to limited liability companies when equity requires disregarding the entity’s separate existence to prevent fraud or injustice.
- In an LLC context, “ownership” for veil-piercing and collection purposes is not limited to formal, record membership; a court may find an individual to be an equitable owner based on control, managerial authority, and receipt of benefits from the entity.
- Alter-ego findings may be supported by proof that an individual dominates the entity and uses it as an instrumentality to avoid personal obligations, including using the entity structure to obstruct a judgment creditor’s collection efforts.
- A charging order is a proper post-judgment remedy to direct distributions attributable to a debtor’s LLC interest to the creditor; where the debtor’s interest is shown through equitable ownership and alter-ego proof, the remedy may be applied despite the debtor’s lack of record membership.

## Conclusion

Mattingly Law Firm, P.C. v. Henson affirmed post-judgment relief allowing collection against a debtor’s LLC-related interests where evidence showed the debtor, though not a record member, was an equitable owner and manager who controlled and benefited from the LLCs and used them as alter egos in a way that would defeat enforcement of a fee judgment; the appellate court therefore upheld veil piercing and the resulting charging order.


Mattingly Law Firm, P.C. v. Henson, 466 P.3d 590 (Okla. Civ. App. 2020)