Lorenz v. Beltio, Ltd.

963 P.2d 488, 114 Nev. 795
CourtNevada Supreme Court
DecidedSeptember 1, 1998
Docket25434
StatusPublished
Cited by36 cases

This text of 963 P.2d 488 (Lorenz v. Beltio, Ltd.) is published on Counsel Stack Legal Research, covering Nevada Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Lorenz v. Beltio, Ltd., 963 P.2d 488, 114 Nev. 795 (Neb. 1998).

Opinion

*797 OPINION

Per Curiam:

In 1965, Allen and Emma Gunderson entered into a fifty-five year lease agreement with Don Loverso. The Gundersons owned land in Reno, which Don Loverso leased in order to build the Roulette Motel. The Gundersons’ ownership interest subsequently passed to their daughter, Carole Lorenz, and then to her children, appellants/cross-respondents Allen R. Lorenz, trustee of the Emma Gunderson Trust, Sandra Lorenz, and Allen Lorenz (collectively referred to as “the Lorenzes”). Don Loverso’s leasehold interest subsequently passed to his daughter, appellant/cross-respondent Elaine Loverso, trustee of the Don and Carmelina Loverso Family Trust (“Loverso”).

In 1976, Don Loverso assigned his leasehold interest to. an entity in which David A. Read was a partner; through a series of subsequent transactions, Read became the personal assignee. On *798 January 17, 1992, Read and respondents Arthur D. Struble and Barbara Struble entered into negotiations regarding a subsequent assignment of the lease. The Strubles formed a corporation, respondent/cross-appellant Beltio, Ltd., to conduct the motel’s business. On January 23, 1992, the Lorenzes purported to terminate the lease according to its terms. However, Beltio, Ltd. refused to relinquish possession. On August 27, 1992, Beltio, Ltd. filed for bankruptcy.

The district court entered judgment in favor of the Lorenzes, but refused to pierce Beltio, Ltd.’s corporate veil and hold the Strubles personally liable.

On appeal, the parties dispute whether the Lorenzes validly terminated the lease on January 23, 1992, and whether Read validly assigned the lease to Beltio, Ltd. prior to January 23, 1992. Additionally, Beltio, Ltd. and the Strubles contend that the district court violated the bankruptcy court’s automatic stay of this case by holding a bench trial and entering a judgment awarding the Lorenzes and Loverso damages. The Lorenzes and Loverso allege that the district court erred by refusing to pierce Beltio, Ltd.’s corporate veil, which would have subjected the Strubles to personal liability for unlawful possession of the motel.

FACTS

On January 18, 1965, the Gundersons entered into a fifty-five year lease agreement, in which they would lease their land in downtown Reno to Don Loverso, who would build a motel on that land. Under the terms of the lease, the lessee was to pay the lessor $1,100.00 per month for rent and a percentage of the profits, called an “override.” The lease provided that if the lessee defaulted, the lessor could send notice to cure within thirty days. If the defects were not cured within that time, the lessor could physically enter the property and declare the lease terminated. Over the years, Don Loverso assigned the lease several times until Read became the lessee.

On December 19, 1991, pursuant to the lease, the Lorenzes sent Read a notice of default providing thirty days to cure certain defects: specifically, overdue property tax payments, unpaid rent, and unpaid override payments. The Lorenzes also sent a notice to quit with five days to cure, pursuant to NRS 40.2516, a provision governing unlawful detainer actions. These notices were served on Read on December 23, 1991. On January 17, 1992, the Lorenzes sent another notice to Read listing new defects and giving thirty days to cure. In this notice, the Lorenzes specified that they were not waiving the named defects in the prior notices.

Also on January 17, 1992, the Strubles allegedly formed an oral agreement with Read, in which Read assigned his interest in *799 the lease to Beltio, Ltd., a corporation wholly owned by the Strubles and formed solely for the purpose of acquiring the lease. On that day, Mr. Struble wrote a personal check in the amount of $977.00 for the motel’s property taxes. On January 20, 1992, Mr. Struble and Read allegedly signed a written agreement of assignment. In exchange, Mr. Struble gave Read a promissory note secured by property in Colorado. 1 The Strubles claim to have taken possession of the motel on January 20, 1992.

On January 23, 1992, thirty-one days after Read was served with the December 1991 notice of default and notice to quit, the Lorenzes and their attorney entered the property and, pursuant to the lease agreement, declared the lease terminated. Those in control of the motel refused to relinquish possession and escorted the parties off the property.

On January 23, 1992, the corporate bylaws for Beltio, Ltd. were signed, and on January 30, 1992, the Secretary of State issued a certificate of incorporation for Beltio, Ltd.

On January 28, 1992, Read and the Strubles, on behalf of Beltio, Ltd., signed another copy of the same assignment agreement and had it notarized. Although the signatures and notarization occurred on January 28, 1992, this second agreement was dated January 20, 1992. Upon signing the agreement, the Strubles and Read purposely destroyed the original January 20, 1992 agreement.

On February 4, 1992, the Lorenzes filed a complaint in the district court against Read for a declaratory judgment that the lease was terminated on January 23, 1992, and seeking damages for waste committed on the property. In addition, the Lorenzes filed an application for a writ of restitution.

On February 10, 1992, Beltio, Ltd. held a meeting of its board of directors 2 to ratify the January 1992 assignment from Read. In April 1992, the state district court granted Loverso’s motion to intervene as a defendant in the Lorenzes’ action as the legal representative of the original lessee, Don Loverso. On August 17, *800 1992, the Lorenzes filed a motion for summary judgment, alleging that no genuine issues of material fact existed regarding the lease’s termination on January 23, 1992.

On August 27, 1992, Beltio, Ltd. filed for bankruptcy in federal court, which triggered the automatic stay pursuant to 11 Ü.S.C. § 362. The bankruptcy court required the motel to remain in Beltio, Ltd.’s possession until further order. On September 22, 1992, the district court granted the Lorenzes a writ of restitution, concluding that the lease was terminated on January 23, 1992. The district court subsequently voided its writ of restitution upon being informed of the bankruptcy proceedings.

On December 2, 1992, the bankruptcy court reaffirmed the automatic stay with respect to Beltio, Ltd.’s assets (which consisted solely of its interest in the motel lease), but lifted the stay so as to allow the state district court “to decide what interest, if any, Debtor, Beltio, Ltd., as intervenor, may have in the original land lease between the Lorenzes and Loverso.”

On December 10, 1992, Beltio, Ltd. and the Strubles collectively filed in district court their motion to intervene in the Lorenzes’ action, which the district court subsequently granted. The district court also conducted a hearing to determine Beltio, Ltd.’s interest in the lease.

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Bluebook (online)
963 P.2d 488, 114 Nev. 795, Counsel Stack Legal Research, https://law.counselstack.com/opinion/lorenz-v-beltio-ltd-nev-1998.