23CA0365 Vienmanapun v Mangum 10-31-2024
COLORADO COURT OF APPEALS
Court of Appeals No. 23CA0365 Alamosa County District Court No. 21CV30003 Honorable Kimberly D. Cortez, Judge
Sirorat Vienmanapun d/b/a Masks by Siri’s,
Plaintiff-Appellee,
v.
Sean Mangum; Gibraltar Contracting Solutions II, Inc.; and True Supply Solutions, Corp.,
Defendants-Appellants.
JUDGMENT AFFIRMED
Division I Opinion by JUDGE HARRIS J. Jones and Gomez, JJ., concur
NOT PUBLISHED PURSUANT TO C.A.R. 35(e) Announced October 31, 2024
Foster Graham Milstein & Calisher, LLP, Chip G. Schoneberger, Melanie MacWilliams-Brooks, Denver, Colorado, for Plaintiff-Appellee
The Law Office of Ricardo Rivera, PLLC, Ricardo Rivera, Monte Vista, Colorado, for Defendants-Appellants ¶1 Defendants, Sean Mangum; Gibraltar Contracting Solutions II,
Inc. (GCS); and True Supply Solutions, Corp. (TSS), appeal the trial
court’s judgment awarding plaintiff, Sirorat Vienmanapun,
$10,245.54 on her breach of contract claim.1 We affirm.
I. Background
¶2 Vienmanapun sued the defendants for breach of contract. Her
complaint alleged that in or about April 2020, she and the
defendants entered into an agreement in which Vienmanapun
would sell the defendants 23,561 face masks for $20,643.16.
Vienmanapun asserted that the defendants received 14,566 masks
but failed to arrange for delivery of the remaining 8,995 masks.
She acknowledged that the defendants made one payment of
$6,000 for the order but alleged that, due to additional invoices and
costs, $26,184.16 remained outstanding.
1 We agree with Vienmanapun that because GCS and TSS have not
appealed the default judgments on liability against them, they cannot challenge the district court’s liability finding following the trial to the court. Thus, we consider the arguments only as they pertain to Mangum.
1 ¶3 GCS and TSS did not file an answer, and the court entered a
default judgment against them. The court reserved judgment on
the amount of damages until after trial.
¶4 The court held a two-day bench trial, after which it made the
following relevant findings of fact:
• Vienmanapun first met Sean Mangum at her restaurant
in March 2020.
• Mangum described himself as a “shareholder, investor,
[and] entrepreneur with many corporations,” including
GCS and TSS.
• In or before March 2020, Mangum asked Vienmanapun
about cloth face masks that she had displayed at her
restaurant.
• At the time, Mangum had a business selling face masks
with his partner, Clark Vera, but production was small
and limited.
• When Mangum asked about the face masks in the
restaurant, Vienmanapun told him that she had a
connection with a manufacturer in Thailand that could
provide large quantities of masks at an inexpensive price.
2 • Mangum asked Vienmanapun to become a partner with
him in selling masks. She declined because she was too
busy with her restaurant, but she offered to help
Mangum purchase masks through her connections with
the Thai manufacturer.
• Vienmanapun brought Sirilak Breines and Mitchell
Breines, her friends, into the conversation. Ms. Breines
had connections with factories in Thailand that she used
for charitable projects. The Breineses agreed to use their
manufacturing connections to help Vienmanapun with
the agreement they believed she had with Mangum to sell
face masks to Mangum that he would, in turn, sell.
• Mangum agreed to order 20,000 masks through
Vienmanapun. Mangum worked directly with the
Breineses to approve the type, style, and packaging for
the shipment from the Thai manufacturer.
• Though Mangum maintained at trial that he and
Vienmanapun, possibly with Vera and the Breineses as
well, formed a partnership to sell masks for profit, there
was no partnership.
3 • Vienmanapun and Mangum instead entered into an oral
contract whereby Vienmanapun would sell Mangum
20,000 masks manufactured in Thailand. They also
agreed to unit prices of $0.79 for “simple masks” and
$1.59 for “complex masks.”
• Vienmanapun fronted the cost of the 20,000 masks and
paid the factories directly.
• Mangum gave Vienmanapun a check for $6,000, which
Vienmanapun described as a deposit on the agreed price
for the 20,000 masks.
• Vienmanapun delivered 14,566 masks to Mangum.
Some of the masks were shipped directly to Mangum’s
associates at other locations and others were shipped to
Vienmanapun’s restaurant where Mangum’s employees
picked them up.
• Mangum breached the contract by failing to pay for the
masks he received.
• Taking into account the $6,000 Mangum paid
Vienmanapun, Vienmanapun’s damages for breach of
contract amounted to $10,245.54.
4 ¶5 In making these findings, the trial court largely credited
Vienmanapun’s testimony (though it was not always clear) on the
significant issues and found that Mangum’s testimony was often
not credible.
¶6 Mangum appeals the trial court’s conclusion that there was an
enforceable contract between Vienmanapun and the defendants.
He contends, as a threshold matter, that Vienmanapun does not
have standing. He also contends that the defendants are not liable
for the alleged damages because the cost of obtaining the face
masks from Thailand was a shared business expense of a
partnership comprising the defendants, Vienmanapun, and the
Breineses.
¶7 We disagree with Mangum’s contentions and affirm.
II. Discussion
¶8 We address standing first because it “is a jurisdictional issue
that ‘must be determined prior to a decision on the merits.’” Aurora
Pub. Schs. v. A.S., 2023 CO 39, ¶ 24 (quoting Hickenlooper v.
Freedom from Religion Found., Inc., 2014 CO 77, ¶ 7). After
concluding that Vienmanapun has standing, we turn to Mangum’s
partnership contention.
5 A. Standing
¶9 Mangum contends that Vienmanapun does not have standing
to sue because she acted on behalf of a partnership with the
Breineses called “Masks by Siri’s.” Thus, he says, any claim for
breach of contract had to be brought by “Masks by Siri’s.”
¶ 10 We review the issue of standing de novo, see id. at ¶ 25,
determining whether the claimant suffered an injury-in-fact to a
legally protected interest, id. at ¶ 26.
¶ 11 Mangum’s challenge to Vienmanapun’s standing turns on
whether the transaction at issue was one she participated in as a
partner in a partnership. If she did not — if she acted on her own
behalf — Mangum does not challenge Vienmanapun’s standing.
¶ 12 The trial court found that no partnership was a party to the
agreement. To put a finer point on it, the court found that
Vienmanapun did not act on behalf of a partnership under the
name “Masks by Siri’s.” This was a finding of fact. See Reid v. Pyle,
51 P.3d 1064, 1067 (Colo. App. 2002) (also holding that the person
asserting the partnership has the burden of proving its existence).
And we review such a finding for clear error. A factual finding is
6 clearly erroneous only if it has no support in the record. In re
Thomas E. Hunn Living Tr., 2024 COA 51, ¶ 18.
¶ 13 There is record support for the court’s finding. At trial, the
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23CA0365 Vienmanapun v Mangum 10-31-2024
COLORADO COURT OF APPEALS
Court of Appeals No. 23CA0365 Alamosa County District Court No. 21CV30003 Honorable Kimberly D. Cortez, Judge
Sirorat Vienmanapun d/b/a Masks by Siri’s,
Plaintiff-Appellee,
v.
Sean Mangum; Gibraltar Contracting Solutions II, Inc.; and True Supply Solutions, Corp.,
Defendants-Appellants.
JUDGMENT AFFIRMED
Division I Opinion by JUDGE HARRIS J. Jones and Gomez, JJ., concur
NOT PUBLISHED PURSUANT TO C.A.R. 35(e) Announced October 31, 2024
Foster Graham Milstein & Calisher, LLP, Chip G. Schoneberger, Melanie MacWilliams-Brooks, Denver, Colorado, for Plaintiff-Appellee
The Law Office of Ricardo Rivera, PLLC, Ricardo Rivera, Monte Vista, Colorado, for Defendants-Appellants ¶1 Defendants, Sean Mangum; Gibraltar Contracting Solutions II,
Inc. (GCS); and True Supply Solutions, Corp. (TSS), appeal the trial
court’s judgment awarding plaintiff, Sirorat Vienmanapun,
$10,245.54 on her breach of contract claim.1 We affirm.
I. Background
¶2 Vienmanapun sued the defendants for breach of contract. Her
complaint alleged that in or about April 2020, she and the
defendants entered into an agreement in which Vienmanapun
would sell the defendants 23,561 face masks for $20,643.16.
Vienmanapun asserted that the defendants received 14,566 masks
but failed to arrange for delivery of the remaining 8,995 masks.
She acknowledged that the defendants made one payment of
$6,000 for the order but alleged that, due to additional invoices and
costs, $26,184.16 remained outstanding.
1 We agree with Vienmanapun that because GCS and TSS have not
appealed the default judgments on liability against them, they cannot challenge the district court’s liability finding following the trial to the court. Thus, we consider the arguments only as they pertain to Mangum.
1 ¶3 GCS and TSS did not file an answer, and the court entered a
default judgment against them. The court reserved judgment on
the amount of damages until after trial.
¶4 The court held a two-day bench trial, after which it made the
following relevant findings of fact:
• Vienmanapun first met Sean Mangum at her restaurant
in March 2020.
• Mangum described himself as a “shareholder, investor,
[and] entrepreneur with many corporations,” including
GCS and TSS.
• In or before March 2020, Mangum asked Vienmanapun
about cloth face masks that she had displayed at her
restaurant.
• At the time, Mangum had a business selling face masks
with his partner, Clark Vera, but production was small
and limited.
• When Mangum asked about the face masks in the
restaurant, Vienmanapun told him that she had a
connection with a manufacturer in Thailand that could
provide large quantities of masks at an inexpensive price.
2 • Mangum asked Vienmanapun to become a partner with
him in selling masks. She declined because she was too
busy with her restaurant, but she offered to help
Mangum purchase masks through her connections with
the Thai manufacturer.
• Vienmanapun brought Sirilak Breines and Mitchell
Breines, her friends, into the conversation. Ms. Breines
had connections with factories in Thailand that she used
for charitable projects. The Breineses agreed to use their
manufacturing connections to help Vienmanapun with
the agreement they believed she had with Mangum to sell
face masks to Mangum that he would, in turn, sell.
• Mangum agreed to order 20,000 masks through
Vienmanapun. Mangum worked directly with the
Breineses to approve the type, style, and packaging for
the shipment from the Thai manufacturer.
• Though Mangum maintained at trial that he and
Vienmanapun, possibly with Vera and the Breineses as
well, formed a partnership to sell masks for profit, there
was no partnership.
3 • Vienmanapun and Mangum instead entered into an oral
contract whereby Vienmanapun would sell Mangum
20,000 masks manufactured in Thailand. They also
agreed to unit prices of $0.79 for “simple masks” and
$1.59 for “complex masks.”
• Vienmanapun fronted the cost of the 20,000 masks and
paid the factories directly.
• Mangum gave Vienmanapun a check for $6,000, which
Vienmanapun described as a deposit on the agreed price
for the 20,000 masks.
• Vienmanapun delivered 14,566 masks to Mangum.
Some of the masks were shipped directly to Mangum’s
associates at other locations and others were shipped to
Vienmanapun’s restaurant where Mangum’s employees
picked them up.
• Mangum breached the contract by failing to pay for the
masks he received.
• Taking into account the $6,000 Mangum paid
Vienmanapun, Vienmanapun’s damages for breach of
contract amounted to $10,245.54.
4 ¶5 In making these findings, the trial court largely credited
Vienmanapun’s testimony (though it was not always clear) on the
significant issues and found that Mangum’s testimony was often
not credible.
¶6 Mangum appeals the trial court’s conclusion that there was an
enforceable contract between Vienmanapun and the defendants.
He contends, as a threshold matter, that Vienmanapun does not
have standing. He also contends that the defendants are not liable
for the alleged damages because the cost of obtaining the face
masks from Thailand was a shared business expense of a
partnership comprising the defendants, Vienmanapun, and the
Breineses.
¶7 We disagree with Mangum’s contentions and affirm.
II. Discussion
¶8 We address standing first because it “is a jurisdictional issue
that ‘must be determined prior to a decision on the merits.’” Aurora
Pub. Schs. v. A.S., 2023 CO 39, ¶ 24 (quoting Hickenlooper v.
Freedom from Religion Found., Inc., 2014 CO 77, ¶ 7). After
concluding that Vienmanapun has standing, we turn to Mangum’s
partnership contention.
5 A. Standing
¶9 Mangum contends that Vienmanapun does not have standing
to sue because she acted on behalf of a partnership with the
Breineses called “Masks by Siri’s.” Thus, he says, any claim for
breach of contract had to be brought by “Masks by Siri’s.”
¶ 10 We review the issue of standing de novo, see id. at ¶ 25,
determining whether the claimant suffered an injury-in-fact to a
legally protected interest, id. at ¶ 26.
¶ 11 Mangum’s challenge to Vienmanapun’s standing turns on
whether the transaction at issue was one she participated in as a
partner in a partnership. If she did not — if she acted on her own
behalf — Mangum does not challenge Vienmanapun’s standing.
¶ 12 The trial court found that no partnership was a party to the
agreement. To put a finer point on it, the court found that
Vienmanapun did not act on behalf of a partnership under the
name “Masks by Siri’s.” This was a finding of fact. See Reid v. Pyle,
51 P.3d 1064, 1067 (Colo. App. 2002) (also holding that the person
asserting the partnership has the burden of proving its existence).
And we review such a finding for clear error. A factual finding is
6 clearly erroneous only if it has no support in the record. In re
Thomas E. Hunn Living Tr., 2024 COA 51, ¶ 18.
¶ 13 There is record support for the court’s finding. At trial, the
Breineses and Vienmanapun denied being in a partnership
together. When asked whether he knew of “Masks by Siri’s,” Mr.
Breines said that he was “not Masks by Siri.” Vienmanapun
explained that she owned “Masks by Siri,” which was “just a DBA,”
and that she used the name to receive payment from Mangum.
¶ 14 Because the record supports the court’s finding that no
partnership existed between Vienmanapun and the Breineses,
Vienmanapun had standing to sue the defendants for breach of
contract. See Reid, 51 P.3d at 1067.
B. Partnership Liability
¶ 15 Mangum also contends that because he and Vienmanapun
were, along with others, in a partnership (or joint venture) to sell
the masks, the cost of the masks was merely a business expense
which could not form the basis of a breach of contract action
against him. The court found that there was no such partnership,
based on the following subsidiary findings of fact:
7 • There was no evidence of a written partnership
agreement, that the parties called themselves partners,
that the parties were working together as co-owners of a
business for profit, or of any sharing of profits or losses.
• The $6,000 payment from Mangum to Vienmanapun was
merely a repayment of a debt, rather than an indication
of sharing of profits. See § 7-64-202(3)(c), C.R.S. 2024.
• Mangum’s reliance on numerous communications from
Mr. Breines was misplaced because those
communications, which contained suggestions and ideas
directed to Mangum and Vera, did not indicate a
partnership. Mangum largely ignored Mr. Breines’s
messages, which in any event did not demonstrate any
kind of “functioning business enterprise.”
• Mangum fully expected and encouraged Vienmanapun to
charge a mark-up on the mask prices from what she
would pay the factory in Thailand.
¶ 16 All these findings have record support. And all of them
support the conclusion that there was no partnership (or joint
venture). See § 7-64-202 (governing formation of a partnership);
8 see also Blocker Expl. Co. v. Frontier Expl., Inc., 740 P.2d 983, 988
(Colo. 1987) (the question whether the relevant facts, as found by
the court, show a partnership is a question of law); Reid, 51 P.3d at
1067 (same); A.B. Hirschfeld Press, Inc. v. Weston Grp., Inc., 824
P.2d 44, 46 (Colo. App. 1991) (“The determination of whether a joint
venture exists is a question of fact . . . .”), aff’d, 845 P.2d 1162
(Colo. 1993). Although Mangum argues that the evidence —
particularly the communications between himself and Mr. Breines
— supports a finding that the parties were engaged in a
partnership, we cannot reweigh the evidence, even if it is
conflicting. See Woodbridge Condo. Ass’n v. Lo Viento Blanco, LLC,
2020 COA 34, ¶ 41, aff’d, 2021 CO 56.
III. Disposition
¶ 17 The judgment is affirmed.
JUDGE J. JONES and JUDGE GOMEZ concur.