25CA1129 Westall v Nix 07-23-2026
COLORADO COURT OF APPEALS
Court of Appeals No. 25CA1129 Arapahoe County District Court No. 23CV31900 Honorable Benjamin Figa, Judge
Michael Reed Westall, Ryan David Westall, and Tyler Anthony Westall,
Plaintiffs-Appellants,
v.
Byron Nix, Brisbane Investments LLC, English Sparrow Investments LLC, Fawnbrook Investments LLC, WN I Investments LLC, WN II Investments LLC, Sworks LLC, Hyacinth Investments LLC, Tarcoola Investments LLC, and WN IV Investments LLC,
Defendants-Appellees.
JUDGMENT AFFIRMED
Division VII Opinion by JUDGE PAWAR Sullivan and Meirink, JJ., concur
NOT PUBLISHED PURSUANT TO C.A.R. 35(e) Announced July 23, 2026
J. O’Keefe, PLLC, Joseph O’Keefe, Colorado Springs, Colorado; Miller Riggs, Burkeley N. Riggs, Denver, Colorado, for Plaintiffs-Appellants
Shoemaker Ghiselli + Schwartz LLC, Robin J. Elowe, Adam B. Stern, Boulder, Colorado, for Defendants-Appellees ¶1 Plaintiffs, Michael Reed Westall, Ryan David Westall, and Tyler
Anthony Westall, appeal the district court’s judgment in favor of
defendants, Byron Nix and nine limited liability companies
managed by Nix (the LLCs). Plaintiffs argue that the district court
lacked subject matter jurisdiction to rule on the core issue in this
dispute: what percentage of the LLCs plaintiffs and Nix respectively
owned. We disagree and affirm.
I. Background
¶2 Plaintiffs’ father, Michael Tony Westall (Tony),1 invested in real
estate with Nix, his cousin, for decades. When Tony unexpectedly
died without a will, a disagreement arose between plaintiffs (who
are Tony’s sons) and Nix about who owned the LLCs, each of which
held title to a different investment property.
¶3 In the separate probate case, plaintiffs asserted that Tony had
owned 100% of the LLCs, and that 100% interest transferred to
Tony’s estate after he died. The personal representative for Tony’s
estate disagreed, taking the position that Tony and Nix had each
1 To avoid confusion, we refer to Michael Tony Westall as Tony, like
the district court did. We mean no disrespect in doing so.
1 owned a 50% interest in the LLCs and the estate therefore only
owned Tony’s 50% interest.
¶4 The probate court did not resolve the percentage ownership
issue. Instead, plaintiffs and the estate’s personal representative
entered into a settlement agreement that required the personal
representative to assign the estate’s as-yet-undetermined interest in
each of the LLCs to plaintiffs. The probate court approved the
settlement agreement, and in October 2022, the estate executed
separate assignments of its interest in each of the LLCs to plaintiffs
as “distribution[s] from the Estate.”
¶5 Over a year later, in November 2023, plaintiffs filed this action
against Nix, asserting two claims. The first sought appointment of
a receiver for the LLCs and the second alleged conversion against
Nix for paying himself for managing them. Nix answered the
complaint and filed counterclaims, asserting among other things his
ownership interest in and authority to manage and be compensated
for managing the LLCs.
¶6 After a bench trial, the district court determined plaintiffs and
Nix owned eight of the nine LLCs 50-50 and plaintiffs owned 100%
2 of the ninth. The court found for Nix and against plaintiffs on all
claims and counterclaims.
¶7 After the judgment, plaintiffs filed a motion to dismiss
challenging the district court’s subject matter jurisdiction to
determine the parties’ percentage ownership of the LLCs. Plaintiffs
asserted that only the probate court, not the district court, had
subject matter jurisdiction to make that determination. The district
court disagreed and denied the motion.
¶8 Plaintiffs appeal, challenging the district court’s subject matter
jurisdiction on the same ground as they did below. We disagree
with their argument and affirm.
II. Subject Matter Jurisdiction to Determine Percentage Ownership
¶9 We review de novo whether the district court had subject
matter jurisdiction to determine the parties’ percentage ownership
of the LLCs. See Golden Run Ests., LLC v. Town of Erie, 2016 COA
145, ¶ 19.
¶ 10 Plaintiffs argue that under section 13-9-103, C.R.S. 2025, the
probate court had exclusive subject matter jurisdiction to determine
percentage ownership of the LLCs. According to plaintiffs, the
3 probate court’s exclusive authority deprived the district court of
subject matter jurisdiction to determine percentage ownership.
¶ 11 Section 13-9-103(1)(a) gives probate courts “original and
exclusive jurisdiction [for] [t]he administration, settlement, and
distribution of estates of decedents.”2 But determining percentage
ownership of the LLCs was not an act of administering, settling, or
distributing the estate. Indeed, although plaintiffs discuss
subsection 103(1)(a) in their opening brief, we do not understand
them to be arguing that the percentage ownership determination fell
within the ambit of subsection 103(1)(a)’s exclusive authority.
¶ 12 Instead, plaintiffs assert that the probate court could have
determined percentage ownership under subsection 103(3). This
subsection provides probate courts with jurisdiction, but not
exclusive jurisdiction: “The [probate] court has jurisdiction to
determine every legal and equitable question arising in connection
with decedents’ . . . estates . . . .” § 13-9-103(3). Under
2 Although section 13-9-103(1)(a), C.R.S. 2025, refers only to the
“probate court of the city and county of Denver,” our supreme court has indicated that section 13-9-103 applies to all district courts sitting in probate matters. Sandstead-Corona v. Sandstead, 2018 CO 26, ¶ 41.
4 subsection 103(3), a probate court can determine any issue that is
logically related to an estate and is essential to the proper and
orderly distribution of estate property even if the issue involves
nonprobate assets. In re Estate of Murphy, 195 P.3d 1147, 1151-52
(Colo. App. 2008).
¶ 13 We first question whether subsection 103(3)’s authority — the
only authority plaintiffs argue empowered the probate court to
determine percentage ownership — was exclusive. Based on the
statute’s plain language, it seems to us that it is not. Compare
§ 13-9-103(1)(a) (granting probate courts “original and exclusive
jurisdiction”), with § 13-9-103(3) (granting probate courts mere
“jurisdiction”). See also Robinson v. Colo. State Lottery Div., 179
P.3d 998, 1010 (Colo. 2008) (“In interpreting statutory language, we
presume that the legislature did not use language idly. Rather, the
use of different terms signals an intent on the part of the General
Assembly to afford those terms different meanings.” (citation
omitted)). And if the probate court’s authority to make the
percentage ownership determination was not exclusive, nothing
prevented the district court from asserting its subject matter
5 jurisdiction to make that determination. See Colo. Const. art. VI,
§ 9(1) (conferring general jurisdiction on districts courts).
¶ 14 But say we are wrong and subsection 103(3)’s authority is
exclusive. Even then, the probate court lost its (supposedly
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25CA1129 Westall v Nix 07-23-2026
COLORADO COURT OF APPEALS
Court of Appeals No. 25CA1129 Arapahoe County District Court No. 23CV31900 Honorable Benjamin Figa, Judge
Michael Reed Westall, Ryan David Westall, and Tyler Anthony Westall,
Plaintiffs-Appellants,
v.
Byron Nix, Brisbane Investments LLC, English Sparrow Investments LLC, Fawnbrook Investments LLC, WN I Investments LLC, WN II Investments LLC, Sworks LLC, Hyacinth Investments LLC, Tarcoola Investments LLC, and WN IV Investments LLC,
Defendants-Appellees.
JUDGMENT AFFIRMED
Division VII Opinion by JUDGE PAWAR Sullivan and Meirink, JJ., concur
NOT PUBLISHED PURSUANT TO C.A.R. 35(e) Announced July 23, 2026
J. O’Keefe, PLLC, Joseph O’Keefe, Colorado Springs, Colorado; Miller Riggs, Burkeley N. Riggs, Denver, Colorado, for Plaintiffs-Appellants
Shoemaker Ghiselli + Schwartz LLC, Robin J. Elowe, Adam B. Stern, Boulder, Colorado, for Defendants-Appellees ¶1 Plaintiffs, Michael Reed Westall, Ryan David Westall, and Tyler
Anthony Westall, appeal the district court’s judgment in favor of
defendants, Byron Nix and nine limited liability companies
managed by Nix (the LLCs). Plaintiffs argue that the district court
lacked subject matter jurisdiction to rule on the core issue in this
dispute: what percentage of the LLCs plaintiffs and Nix respectively
owned. We disagree and affirm.
I. Background
¶2 Plaintiffs’ father, Michael Tony Westall (Tony),1 invested in real
estate with Nix, his cousin, for decades. When Tony unexpectedly
died without a will, a disagreement arose between plaintiffs (who
are Tony’s sons) and Nix about who owned the LLCs, each of which
held title to a different investment property.
¶3 In the separate probate case, plaintiffs asserted that Tony had
owned 100% of the LLCs, and that 100% interest transferred to
Tony’s estate after he died. The personal representative for Tony’s
estate disagreed, taking the position that Tony and Nix had each
1 To avoid confusion, we refer to Michael Tony Westall as Tony, like
the district court did. We mean no disrespect in doing so.
1 owned a 50% interest in the LLCs and the estate therefore only
owned Tony’s 50% interest.
¶4 The probate court did not resolve the percentage ownership
issue. Instead, plaintiffs and the estate’s personal representative
entered into a settlement agreement that required the personal
representative to assign the estate’s as-yet-undetermined interest in
each of the LLCs to plaintiffs. The probate court approved the
settlement agreement, and in October 2022, the estate executed
separate assignments of its interest in each of the LLCs to plaintiffs
as “distribution[s] from the Estate.”
¶5 Over a year later, in November 2023, plaintiffs filed this action
against Nix, asserting two claims. The first sought appointment of
a receiver for the LLCs and the second alleged conversion against
Nix for paying himself for managing them. Nix answered the
complaint and filed counterclaims, asserting among other things his
ownership interest in and authority to manage and be compensated
for managing the LLCs.
¶6 After a bench trial, the district court determined plaintiffs and
Nix owned eight of the nine LLCs 50-50 and plaintiffs owned 100%
2 of the ninth. The court found for Nix and against plaintiffs on all
claims and counterclaims.
¶7 After the judgment, plaintiffs filed a motion to dismiss
challenging the district court’s subject matter jurisdiction to
determine the parties’ percentage ownership of the LLCs. Plaintiffs
asserted that only the probate court, not the district court, had
subject matter jurisdiction to make that determination. The district
court disagreed and denied the motion.
¶8 Plaintiffs appeal, challenging the district court’s subject matter
jurisdiction on the same ground as they did below. We disagree
with their argument and affirm.
II. Subject Matter Jurisdiction to Determine Percentage Ownership
¶9 We review de novo whether the district court had subject
matter jurisdiction to determine the parties’ percentage ownership
of the LLCs. See Golden Run Ests., LLC v. Town of Erie, 2016 COA
145, ¶ 19.
¶ 10 Plaintiffs argue that under section 13-9-103, C.R.S. 2025, the
probate court had exclusive subject matter jurisdiction to determine
percentage ownership of the LLCs. According to plaintiffs, the
3 probate court’s exclusive authority deprived the district court of
subject matter jurisdiction to determine percentage ownership.
¶ 11 Section 13-9-103(1)(a) gives probate courts “original and
exclusive jurisdiction [for] [t]he administration, settlement, and
distribution of estates of decedents.”2 But determining percentage
ownership of the LLCs was not an act of administering, settling, or
distributing the estate. Indeed, although plaintiffs discuss
subsection 103(1)(a) in their opening brief, we do not understand
them to be arguing that the percentage ownership determination fell
within the ambit of subsection 103(1)(a)’s exclusive authority.
¶ 12 Instead, plaintiffs assert that the probate court could have
determined percentage ownership under subsection 103(3). This
subsection provides probate courts with jurisdiction, but not
exclusive jurisdiction: “The [probate] court has jurisdiction to
determine every legal and equitable question arising in connection
with decedents’ . . . estates . . . .” § 13-9-103(3). Under
2 Although section 13-9-103(1)(a), C.R.S. 2025, refers only to the
“probate court of the city and county of Denver,” our supreme court has indicated that section 13-9-103 applies to all district courts sitting in probate matters. Sandstead-Corona v. Sandstead, 2018 CO 26, ¶ 41.
4 subsection 103(3), a probate court can determine any issue that is
logically related to an estate and is essential to the proper and
orderly distribution of estate property even if the issue involves
nonprobate assets. In re Estate of Murphy, 195 P.3d 1147, 1151-52
(Colo. App. 2008).
¶ 13 We first question whether subsection 103(3)’s authority — the
only authority plaintiffs argue empowered the probate court to
determine percentage ownership — was exclusive. Based on the
statute’s plain language, it seems to us that it is not. Compare
§ 13-9-103(1)(a) (granting probate courts “original and exclusive
jurisdiction”), with § 13-9-103(3) (granting probate courts mere
“jurisdiction”). See also Robinson v. Colo. State Lottery Div., 179
P.3d 998, 1010 (Colo. 2008) (“In interpreting statutory language, we
presume that the legislature did not use language idly. Rather, the
use of different terms signals an intent on the part of the General
Assembly to afford those terms different meanings.” (citation
omitted)). And if the probate court’s authority to make the
percentage ownership determination was not exclusive, nothing
prevented the district court from asserting its subject matter
5 jurisdiction to make that determination. See Colo. Const. art. VI,
§ 9(1) (conferring general jurisdiction on districts courts).
¶ 14 But say we are wrong and subsection 103(3)’s authority is
exclusive. Even then, the probate court lost its (supposedly
exclusive) authority to make the percentage ownership
determination by the time the district court asserted its subject
matter jurisdiction to do the same.
¶ 15 While the estate held an interest in the LLCs — before it
assigned that interest to plaintiffs as distributions — the probate
court had authority to make the percentage ownership
determination under subsection 103(3). At that time, determining
the percentage ownership of the LLCs was logically related to the
estate because it would have delineated an estate asset (i.e., the
estate’s percentage interest in the LLCs).
¶ 16 But the district court determined percentage ownership over a
year after the estate had distributed away its as-yet-undetermined
interest in the LLCs. Once the estate distributed all its interest in
the LLCs, the precise percentage of that interest was no longer
relevant to the estate — whatever interest the estate previously held
in the LLCs was gone from the estate. Because the district court
6 determined percentage ownership after this distribution happened,
any subsection 103(3) authority the probate court once had to
make the determination was gone, leaving no impediments for the
district court’s assertion of its subject matter jurisdiction to make
the determination.
¶ 17 In coming to this conclusion, we note that plaintiffs’
interpretation of subsection 103(3) would produce absurd results.
See Colo. Dep’t of Revenue v. Garner, 66 P.3d 106, 109 (Colo. 2003)
(avoiding statutory interpretations that lead to absurd results). As
we understand it, plaintiffs argue that a probate court’s acquisition
of subsection 103(3) authority to determine percentage ownership of
an asset while that asset is part of an estate means that even after
the estate distributes its interest in the asset, as long as the estate
is open, the probate court is the only court that can resolve any
dispute about the percentage ownership of the asset. But estates
can stay open for years, even decades. And while the estate
remains open, the partial interests in the asset can be transferred
many times over. It would be absurd to conclude that just because
an asset was once partially owned by an estate, any litigation to
determine the precise ownership interest of future interest holders
7 would have to happen in the probate court with parties who had
nothing to do with the estate.
¶ 18 We therefore reject plaintiffs’ argument that the district court
lacked subject matter jurisdiction to determine the parties’
percentage ownership.
III. Disposition
¶ 19 The judgment is affirmed.
JUDGE SULLIVAN and JUDGE MEIRINK concur.