Zubrod v. CWCapital Asset Management, LLC

2010 WY 147, 242 P.3d 1015, 2010 Wyo. LEXIS 155
CourtWyoming Supreme Court
DecidedNovember 16, 2010
DocketNo. S-10-0075
StatusPublished
Cited by3 cases

This text of 2010 WY 147 (Zubrod v. CWCapital Asset Management, LLC) is published on Counsel Stack Legal Research, covering Wyoming Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Zubrod v. CWCapital Asset Management, LLC, 2010 WY 147, 242 P.3d 1015, 2010 Wyo. LEXIS 155 (Wyo. 2010).

Opinion

VOIGT, Justice.

[¶ 1] A two-part question relating to service of writs of execution, pursuant to Wyo. Stat. Ann. § 1-19-108 (LexisNexis 2009), was certified to this Court from the United States Bankruptey Court for the District of Wyoming. The first question-which we answer in the positive-is whether service of a writ of execution is valid when made on a corporation's registered agent where a corporate officer is not present when service is attempted. The second question-which we answer in the negative-is whether service of a writ of execution is valid when made on a law partner of the corporation's registered agent.

ISSUES

[¶ 2] Although presented as one certified question, there are actually two questions for this Court to answer1:

1. Is a security interest in corporate stock perfected, pursuant to Wyo. Stat. Ann. § 1-19-1083, when service of a writ of execution is made on the corporation's registered agent because a corporate officer is not present when service is attempted?

2. Is a security interest in corporate stock perfected, pursuant to Wyo. Stat. Ann. § 1-19-103, when service of a writ of execu[1017]*1017tion is made on a law partner of the corporation's registered agent?

FACTS2

[13] CWCapital Asset Management, LLC (CWCapital) received a money judgment against Piyush Patel (Patel). Patel owned 100% of the stock of P & P, Inc., and 50% of the stock of PJP Enterprises, Inc., and was the president of both corporations. CW Capital had the sheriff attempt to serve two writs of execution on Patel, as the corporations' president, in order to levy against his shares of stock in both corporations to satisfy the money judgment. Patel was neither at his business office nor his home when service was attempted, so the sheriff served both writs on Timothy Kingston, who was the registered agent for service of process for PJP Enterprises, Inc. At the time process was served on Kingston, he was the law partner of Charles Graves, who was the registered agent for P & P, Inc.

[¶ 4] In March 2009, Patel filed a Chapter 11 reorganization bankruptey, which was later converted to a Chapter 7 liquidation bankruptey and a trustee was appointed. After CWCapital objected to Patel's use of cash collateral, the trustee filed an adversary proceeding requesting that the bankruptcy court find that CWCapital had failed to perfect its interest in the stock from either corporation. That filing led to this certification.

DISCUSSION

Is a security interest in corporate stock perfected, pursuant to Wyo. Stat. Ann. § 1-19-103, when service of a writ of execution is made on the corporation's registered agent because a corporate officer is not present when service is attempted?

[15] The trustee argues that CWCapital never perfected a security interest in the debtor's corporate stock because service of the writ of execution did not comply with Wyo. Stat. Ann. § 1-19-108. Wyo. Stat. Ann. § 1-19-108 provides as follows:

To levy execution or attachment on rights or shares in a corporation, the officer making the levy shall leave a true copy of the writ, with any officer of the corporation and if there is no officer, then with the resident manager or agent thereof, together with the officer's certificate stating that he levies upon and takes in execution or attachment the rights or shares to satisfy the writ.

(Emphasis added.) The trustee contends that service on the corporation's registered agent was invalid because service on a registered agent is proper only where there is no corporate officer, not where one exists but simply is not present or cannot be found.

[16] In interpreting the intent of Wyo. Stat. Ann. $ 1-19-103, we must apply our general rules of statutory construction, which we have identified as follows:

Our paramount consideration is the legislature's intent as reflected in the plain and ordinary meaning of the words used in the statute. Initially, we determine whether the statute is clear or ambiguous.
A statute is clear and unambiguous if its wording is such that reasonable persons are able to agree on its meaning with consistency and predictability. Conversely, a statute is ambiguous if it is found to be vague or uncertain and subject to varying interpretations. If we determine that a statute is clear and unambiguous, we give effect to the plain language of the statute.
[Krenning v. Heart Mountain Irrigation Dist., 2009 WY 11, ¶ 9, 200 P.3d 774, 778 (Wyo.2009) ], quoting RK v. State ex rel. Natrona County Child Support Enforcement Dep't, 2008 WY 1, ¶ 10, 174 P.3d 166, 169 (Wyo.2008).

Horse Creek Conservation Dist. v. State ex rel. Wyo. Attorney Gen., 2009 WY 143, ¶ 14, 221 P.3d 306, 312 (Wyo.2009). In addition, several specific rules of statutory construction apply in the instant case. First, we [1018]*1018resort to the general principles of statutory construction only "[ilf more than one reasonable interpretation exists[.]J" Lance Oil & Gas Co. v. Wyo. Dep't of Revenue, 2004 WY 156, ¶ 4, 101 P.3d 899, 901 (Wyo.2004) (emphasis added). Second, "[the words contained in a statute must be considered in relation to one another." State Bd. of Equalization v. Tenneco Oil Co., 694 P.2d 97, 99 (Wyo.1985). Third, "we must not give a statute a meaning that will nullify its operation if it is susceptible of another interpretation." State ex rel. Wyo. Dep't of Revenue v. Hanover Compression, LP, 2008 WY 138, ¶ 8, 196 P.3d 781, 784 (Wyo.2008). Fourth, "[wle will not interpret a statute in a manner that produces absurd results." Chevron U.S.A., Inc. v. Dep't of Revenue, 2007 WY 43, ¶ 18, 154 P.3d 331, 337 (Wyo.2007). Fifth, "(tlo determine whether a statute is ambiguous, we are not limited to the words found in that single statutory provision, but may consider all parts of the statutes on the same subject." Exxon Mobil Corp. v. State Dep't of Revenue, 2009 WY 139, ¶ 11, 219 P.3d 128, 134 (Wyo.2009).

[17] Applying these standards to the question at hand, we conclude that Wyo. Stat. Ann. § 1-19-108 is not ambiguous because it is susceptible to only one reasonable interpretation. The clear purpose of the statute, as evidenced by its title and by its language, is to provide the proper method of levying execution or attachment upon a corporation. The effect of such levy is to bind the shares of stock "from the time of the levy." Wyo. Stat. Ann. § 1-19-107 (Lexis-Nexis 2009). As evidenced by the battle in the instant case, the time of execution is critical when there is a contest among creditors over property seized. Given that context, it just would not be reasonable to interpret Wyo. Stat. Ann. § 1-19-108 as allowing service upon a registered agent only in those rare cases where a corporation has no officers. Furthermore, we cannot read into the statute a requirement that is not there; that is, a requirement that the sheriff exercise due diligence in attempting to locate a corporate officer before resorting to service upon the corporation's registered agent. The only reasonable reading of the statute is that, where a corporate officer is not present to be served when service is attempted, service may be made upon the corporation's agent for service of process.

[¶ 8] Wyo. Stat. Ann.

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2010 WY 147, 242 P.3d 1015, 2010 Wyo. LEXIS 155, Counsel Stack Legal Research, https://law.counselstack.com/opinion/zubrod-v-cwcapital-asset-management-llc-wyo-2010.