Wyoming’s New Business Court

In January 2019, a bill was put forward in Wyoming’s State Senate to create a Chancery Court. As discussed in our blog post on that bill, the proposed Chancery Court is more akin to modern business courts with jurisdiction over commercial disputes between businesses as well as internal business disputes, than to a traditional equity court such as the Delaware Court of Chancery.

By the end of February 2019, Wyoming’s Senate and House adopted that bill, with some amendments, as a new law creating the “Chancery Court of the State of Wyoming”.  The vote was 55-4 in the House and 28-0 in the Senate. Six-hundred thousand dollars is to be appropriated to support the new Chancery Court.  [Update: the Governor signed this into law on March 15, 2019.]

The Chancery Court has statewide jurisdiction, and will have up to 3 non-partisan judges who will hold court where venue is appropriate. They will serve 6-year terms. The law contemplates published opinions from these judges.

The new law empowers Wyoming’s Supreme Court to create Chancery Court procedures, rules and regulations, including Rules of Civil Procedure designed for the Chancery Court.  Among other things, the new court’s procedures are to encompass non-jury trials, ordering cases to mediation, referrals to special masters, and “streamlined and expeditious completion of discovery.”

Section 5-13-115(a) of the new law provides:

The chancery court shall be a court of limited jurisdiction established for the expeditious resolution of disputes involving commercial, business, trust and similar issues. The chancery court shall employ nonjury trials, alternative dispute resolution methods and limited motions practice and shall have broad authority to shape and expedite discovery as provided in the rules adopted by the supreme court to govern chancery courts.

Section 5-13-115(b) provides:

The chancery court shall have jurisdiction to hear and decide actions for equitable or declaratory relief and for actions where the prayer for money recovery is an amount exceeding fifty thousand dollars ($50,000.00), exclusive of claims for punitive or exemplary damages, prejudgment or post judgment interest, costs and attorney fees provided the cause of action arises from at least one (1) of the following:

(i) Breach of contract;

(ii) Breach of fiduciary duty;

(iii) Fraud;

(iv) Misrepresentation;

(v) A statutory or common law violation involving:

(A) The sale of assets or securities;

(B) A corporate restructuring;

(C) A partnership, shareholder, joint venture or other business agreement

(D) Trade secrets; or

(E) Employment agreements not including claims that principally involve alleged discriminatory practices.

(vi) Transactions governed by the Uniform Commercial Code;

(vii) Shareholder derivative actions. The monetary threshold in subsection (b) of this section shall not apply to action brought under this paragraph;

(viii) Commercial class actions;

(ix) Business transactions involving or arising out of dealings with commercial banks and other financial institutions;

(x) A dispute concerning the internal affairs of business organizations;

(xi) A dispute concerning environmental insurance coverage;

(xii) A dispute concerning commercial insurance coverage;

(xii) Dissolution of corporations, partnerships, limited liability companies, limited liability partnerships, joint ventures, banks and trust companies. The monetary threshold of subsection (b) of this section shall not apply to action brought under this paragraph;

(xiv) Transactions governed by the Wyoming Uniform Trust Code; or

(xv) Applications to stay or compel arbitration and affirm or disaffirm arbitration awards and related injunctive relief or appeals pursuant to W.S. 1-21-801 through 1-21-804 or 1-36-101 through 1-36-119, involving any of the foregoing enumerated issues. Where any applicable arbitration agreement provides for an arbitration to be heard outside the United States, the monetary threshold set forth in this subsection shall not apply.

The statute referencing all of these matters can be found here.