SUMMARY

August 5, 2021

2021COA105

No. 20CA0668, Walker v. Women’s Professional Rodeo 

Association — Business Organizations — Nonprofit 

Corporations — Business Judgment Rule

A division of the court of appeals considers whether members of a 

nonprofit corporation that is a membership association are entitled 

to judicial review of the corporate board’s interpretation and 

application of the corporation’s internal rules. The division 

concludes that, in the absence of allegations of fraud, arbitrary 

conduct, or bad faith, such judicial review is barred by the business 

judgment rule. The division also determines that although the 

district court correctly dismissed the appellants’ claims under 

C.R.C.P. 12(b)(5) and awarded mandatory attorney fees to the 

appellees under section 13-17-201, C.R.S. 2020, it erred by 

declining to hold a hearing on the reasonableness of such fees when 

The summaries of the Colorado Court of Appeals published opinions 

constitute no part of the opinion of the division but have been prepared by 

the division for the convenience of the reader. The summaries may not be 

cited or relied upon as they are not the official language of the division. 

Any discrepancy between the language in the summary and in the opinion 

should be resolved in favor of the language in the opinion.
such a hearing was timely requested by the appellants.
COLORADO COURT OF APPEALS 2021COA105

Court of Appeals No. 20CA0668

El Paso County District Court No. 19CV32217

Honorable Thomas K. Kane, Judge

Mary Walker and Carley Cervi,

Plaintiffs-Appellants,

v.

Women’s Professional Rodeo Association, Inc.; Doreen Wintermute, in her 

official capacity as Chief Executive Officer; and Sheridan-Wyo-Rodeo, 

Incorporated,

Defendants-Appellees.

JUDGMENT AFFIRMED, ORDER AFFIRMED IN PART, 

REVERSED IN PART, AND CASE REMANDED WITH DIRECTIONS

Division II

Opinion by JUDGE LIPINSKY

Harris and Davidson*, JJ., concur

Announced August 5, 2021 

Kathie Troudt Riley, P.C., Kathie Troudt Riley, Loveland, Colorado, for 

Plaintiffs-Appellants

Burns, Figa & Will, P.C., Dana L. Eismeier, Erik K. Schuessler, Greenwood 

Village, Colorado, for Defendant-Appellee Women’s Professional Rodeo 

Association

Mulliken Weiner Berg & Jolivet P.C., Murray I. Weiner, Colorado Springs, 

Colorado, for Defendant-Appellee Doreen Wintermute

Sparks Willson, P.C., Eric V. Hall, Scott W. Johnson, Colorado Springs, 

Colorado, for Defendant-Appellee Sheridan-Wyo-Rodeo, Incorporated
*Sitting by assignment of the Chief Justice under provisions of Colo. Const. art. 

VI, § 5(3), and § 24-51-1105, C.R.S. 2020. 
1

¶ 1 Alexis de Tocqueville’s observation about Americans’ 

propensity to form associations rings just as true today as it did 

more than 180 years ago:

Americans of all ages, all stations in life, and 

all types of disposition are forever forming 

associations. There are not only commercial 

and industrial associations in which all take 

part, but others of a thousand different types 

— religious, moral, serious, futile, very general 

and very limited, immensely large and very 

minute.

Alexis de Tocqueville, Democracy in America 513 (J.P. Mayer ed., 

George Lawrence trans., Anchor Books 1969). And many of our 

nation’s associations have adopted rules to govern themselves.

¶ 2 Although associations have long been deeply ingrained in 

American culture, in this case we decide a novel issue under 

Colorado law: whether members of an association — here a 

nonprofit corporation — may obtain a legal remedy against the 

association’s board of directors when the board allegedly violates 

the association’s rules to the members’ detriment.

¶ 3 Plaintiffs, Mary Walker and Carley Cervi, are professional 

barrel racers. Barrel racing is a timed rodeo event in which the

participant, usually a woman, must guide her galloping horse 
2

through a complete circle around each of three barrels, creating a 

cloverleaf pattern, and back to the starting point. Cooper v. 

Comm’r, No. 16331-04S, 2005 WL 1693673, at *1 n.3 (T.C. July 21, 

2005) (unpublished opinion) (not precedential pursuant to I.R.C.

§ 7463(b)). 

¶ 4 The Women’s Professional Rodeo Association, Inc. (the WPRA), 

was founded in 1948 as a Colorado nonprofit corporation for, 

among other purposes, organizing female professional rodeo 

contestants and setting standards for “cowgirl events.” The WPRA 

adopted approximately 200 pages of rules, including rules 

addressing its internal governance and the procedures at rodeo 

events in which its members participate. WPRA, 2019 Official Rule 

Book for the Women’s Professional Rodeo Association (Dec. 2018), 

https://perma.cc/MJU8-2EAV (the Rules).

¶ 5 Walker and Cervi — members of the WPRA — dispute the 

WPRA’s interpretation of the Rules applicable when a majority of 

contestants who registered for barrel racing at a rodeo do not 

compete because of dangerous arena conditions. Walker and Cervi 

are two of the riders who competed in barrel racing at the Sheridan, 

Wyoming, rodeo (the Rodeo) in 2019. Most of the other contestants 
3

did not compete in barrel racing at the Rodeo because, the day 

before the official start date of the Rodeo, the judges declared the 

arena conditions dangerous as a result of heavy rains. 

¶ 6 Walker and Cervi filed this case against the WPRA; Doreen 

Wintermute in her official capacity as chief executive officer of the 

WPRA; and Sheridan-Wyo-Rodeo, Incorporated (Sheridan 

Incorporated), the organizer of the Rodeo, after the WPRA did not 

pay Walker and Cervi the prize money to which they claim they 

were entitled after they finished in first and second place, 

respectively, in barrel racing conducted at the Rodeo after the arena 

conditions improved. They appeal the district court’s orders 

dismissing their claims for failure to state a claim upon which relief 

can be granted and awarding attorney fees to the WPRA and 

Wintermute without a hearing. 

¶ 7 We affirm the district court’s entry of judgment in favor of the 

WPRA, Wintermute, and Sheridan Incorporated and its ruling that 

the WPRA and Wintermute are entitled to recover attorney fees. 

However, we reverse the court’s award of a specific amount of 

attorney fees and remand the case to the district court to conduct a 
4

hearing on the reasonable amount of attorney fees awardable to the 

WPRA and Wintermute. 

¶ 8 Before we turn to the facts underlying Walker and Cervi’s 

claims, we review the Rules applicable to this case.

I. The Applicable Rules

¶ 9 Under the Rules, a barrel racer competing at a 

WPRA-sanctioned rodeo may participate in either “barrel racing 

slack” or regularly scheduled performances. See Rule 12.6. The 

“slack” consists of barrel races scheduled before or after the 

regularly scheduled performances. Rule 12.6.1. The record 

indicates that a racer cannot compete in both the “slack” and the 

regularly scheduled performances.

¶ 10 Rodeo organizers offer “added money” to attract contestants to 

participate in their rodeos. See Rule 10.1.6-10. The prize money 

“pot” awarded to barrel racers at a rodeo consists of the 

contestants’ entry fees plus any added money. In addition to prize 

money, a contestant in a WPRA-sanctioned barrel race can earn 

points. Rule 15. Upon reaching specified point totals, a racer 

qualifies for events at future rodeos. Rule 15.1. 
5

¶ 11 The Rules provide an alternate payout system for barrel racing 

contestants when a barrel race is canceled due to dangerous 

conditions. Under Rule 10.9, known as the “day money” rule, 

if barrel race is cancelled after some have 

competed due to dangerous conditions, the 

event may be paid off using the day money 

system in order not to sacrifice money won at 

that rodeo or event.

. . . .

In the case of cancellation of an event . . . if 

half or more of the contestants competed, then 

all added money plus applicable entry fees are 

to be paid out to those contestants and points 

will count. If less than half compete, a 

prorated portion of the added money plus 

applicable entry fees are to be paid out and 

only those points will count. 

Rule 10.9.1, 10.9.3. If the day money rule applies, each contestant 

who competed in “barrel race,” as that term appears in the day 

money rule, receives the same payout, based on the formula in the 

rule, regardless of her performance. Rule 10.9.2. The day money 

rule does not specify whether “barrel race” refers to a single event or 

all the barrel races conducted at a rodeo.

¶ 12 The Rules also contain a grievance procedure if a WPRA 

member believes the WPRA, its board of directors, or an individual 
6

director violated the Rules “due to an official act or failure to act.” 

Rule 1.4.2. The Rules specify that a member must submit any 

grievance in writing to the WPRA’s board of directors. Id. The 

board will then “determine the correctness of the grievance” at its 

next regular meeting, which the complaining member may attend. 

Id.

¶ 13 The Rules also contain an appeal procedure. If a member is 

dissatisfied with the board’s resolution of her grievance, she may 

submit a written appeal to the board. Id. As part of her appeal, she 

may present any “new data or evidence” and “any new witnesses” at 

the board’s next regular meeting. Id. The Rules do not specify 

every procedural step applicable to grievances and appeals.

¶ 14 Significantly, the Rules grant the WPRA board discretion in 

operating the organization and applying the Rules. Rule 4.1.2 

states that “[t]he Board of Directors shall have discretionary power 

to conduct the business and affairs of the WPRA . . . .” 

II. Background Facts

¶ 15 Walker and Cervi registered to compete in WPRA-sanctioned 

barrel racing at the Rodeo, scheduled for July 10 through 13, 2019. 

Because the WPRA sanctioned the event, contestants could earn 
7

both prize money and points. Sheridan Incorporated contributed 

$12,000 in “added money” to the “pot.” Nearly 150 barrel racers 

registered to compete at the Rodeo. Approximately 100 of them

were slated to race in the “slack” and forty-eight were scheduled to 

race in the regularly scheduled performances. The barrel racing at 

the Rodeo was to take place in an open-air arena.

¶ 16 The “slack” took place the day before the official start date of 

the Rodeo. The area had experienced heavy rains that day, 

however, and the arena was muddy. Before the “slack,” 

approximately forty-five of the contestants announced that they 

would not compete.

¶ 17 Thirty-six other contestants showed up to compete in the 

“slack.” But after only three contestants rode, the arena judges 

declared the ground conditions too dangerous for further racing and 

canceled the “slack.” 

¶ 18 The regularly scheduled performances at the Rodeo took place 

over the next several days; by then, the arena conditions had 

improved. Walker took first place and Cervi took second in the 

regularly scheduled performances. 
8

¶ 19 Walker and Cervi alleged that, following the cancellation of the 

“slack,” a WPRA executive consulted with a Sheridan Incorporated 

representative and the arena judges and decided to refund the entry 

fees paid by those barrel racers who were present and prepared to 

compete at the Rodeo. Walker and Cervi further allege that the 

WPRA directors on the WPRA’s Competition Committee voted not to 

count the points earned by the barrel racers who competed at the 

Rodeo and to reduce the “added money” awardable for participation 

in the Rodeo from $12,000 to $4,000. This decision affected not 

only the contestants who had been prepared to race in the “slack,” 

but also the contestants who competed in the regularly scheduled 

performance at the Rodeo.

¶ 20 A few days after the Rodeo, the WPRA published a “Payout 

Update” advising its members that, rather than the original 

advertised payout, which included the $12,000 “added money,” the 

barrel racers who registered for the Rodeo would each receive an 

equal sum of money pursuant to the day money rule. The Payout 

Update also said that any points earned at the Rodeo would not be 

counted. 
9

¶ 21 Walker and Cervi alleged this was the first time they learned 

they would not be receiving the payouts and points they expected to 

receive for their performances at the Rodeo. Under the reduced 

payouts announced in the Payout Update, Walker and Cervi each 

received $571.04, rather than $4,743.24 and $3,794.59, which they 

respectively would have earned if the day money rule had not 

applied. Neither received points they could apply towards 

qualifying for future rodeos. 

¶ 22 Walker and Cervi filed a grievance with the WPRA challenging 

the decisions to apply the day money rule, to refund the 

contestants’ entry fees, and not to count the points they otherwise 

would have earned at the Rodeo. 

¶ 23 The WPRA board of directors met telephonically to consider 

Walker and Cervi’s grievance. Although the board allowed Walker 

and Cervi to speak at the telephonic meeting, Walker and Cervi 

alleged that the board limited their presentation to thirty minutes, 

the board would not allow them to record the meeting, and the 

WPRA kept no record of the meeting. The Rules are silent, however, 

on whether a member who speaks at a meeting regarding a 
10

grievance is subject to a time limit or whether she may record the 

proceedings. 

¶ 24 Following the telephonic meeting, the WPRA issued a “Payout 

Update — Revised,” announcing that, while the barrel racing 

contestants at the Rodeo would still be paid pursuant to the day 

money rule, any points earned at the Rodeo would be counted. 

¶ 25 Walker and Cervi filed an appeal with the WPRA board of 

directors. Walker and Cervi allege that the board told them they 

would not be allowed to call witnesses at, record the proceedings at, 

or bring a court reporter to the meeting. Other than the references 

to presenting “new data or evidence” and “new witnesses,” Rule 

1.4.2, however, the Rules do not address the procedures for 

reviewing an appeal. 

¶ 26 Because of these restrictions, Walker and Cervi complained 

that the WPRA was denying them a meaningful appeal. The WPRA 

denied the appeal. 

¶ 27 Walker and Cervi then filed suit against the WPRA, 

Wintermute, and other defendants not relevant to this appeal. In 

their complaint, Walker and Cervi alleged that the WPRA and 

Wintermute had engaged in ultra vires acts, breached their 
11

fiduciary duty to Walker and Cervi, and breached a contract with 

them. 

¶ 28 In their complaint, Walker and Cervi sought a declaratory 

judgment stating, in relevant part, that 

(1) the “Rodeo was not canceled”;

(2) the “[u]se of the day money system for payouts [at the 

Rodeo] was not authorized under the Rules”; 

(3) Walker and Cervi were entitled to payouts of $4,743.24

and $3,794.59, respectively;

(4) Walker “was unlawfully deprived of the opportunity to 

compete at the Wrangler Pro Rodeo Tour Finale”; 

(5) Cervi “was entitled to compete at the Mountain States 

Circuit Finals Rodeo” based on the points she would have

received for her performance at the Rodeo; and 

(6) Walker and Cervi “are entitled to an award of points 

corresponding to the payout to which they are entitled . . . .” 

¶ 29 They further sought a mandatory injunction requiring the 

WPRA to credit Walker and Cervi with those points and to publicly 

announce, and specifically advise the other major rodeo-sanctioning 

association of, the corrected number of points awarded to Walker 
12

and Cervi. They also asked the court to appoint a receiver to 

manage the WPRA’s affairs. 

¶ 30 The WPRA moved to dismiss Walker and Cervi’s complaint for 

failure to state a claim upon which relief can be granted pursuant 

to C.R.C.P. 12(b)(5). Together with their response to the dismissal 

motion, Walker and Cervi filed an amended complaint in which they 

added Sheridan Incorporated as a defendant and substituted a 

claim for judicial dissolution of the WPRA in place of the ultra vires 

acts claim. The WPRA filed a motion to dismiss the amended 

complaint.

¶ 31 Wintermute and Sheridan Incorporated also filed motions to 

dismiss. Wintermute’s motion raised similar arguments to those in 

the WPRA’s dismissal motions. In its motion, Sheridan 

Incorporated contended that it was not subject to personal 

jurisdiction in Colorado. In their dismissal motions, the WPRA and 

Wintermute sought an award of their attorney fees pursuant to 

section 13-17-201, C.R.S. 2020. 

¶ 32 The district court granted all three motions to dismiss and 

awarded $18,748.00 in attorney fees to the WPRA and $11,445.50 
13

in attorney fees to Wintermute without conducting a hearing on the 

reasonableness of such fees. Walker and Cervi appeal. 

III. Discussion

¶ 33 Walker and Cervi assert two principal errors on appeal. First, 

Walker and Cervi contend that the trial court erred by granting the 

motions to dismiss. For purposes of this appeal, Walker and Cervi 

challenge the court’s determinations that 

(1) the WPRA did not act in an oppressive or illegal manner 

in applying the day money rule or in conducting the grievance 

process; 

(2) the WPRA does not owe fiduciary duties to its members; 

(3) a breach of contract claim against a nonprofit 

corporation cannot be based solely an alleged violation of its 

internal rules; 

(4) Walker and Cervi did not state a claim for injunctive 

relief; 

(5) they did not state a claim for dissolution of the WPRA or 

for appointment of a receiver; 
14

(6) they did “not allege any facts that raise a reasonable 

inference” that the court could exercise personal jurisdiction 

over Sheridan Incorporated; 

(7) Sheridan Incorporated is an indispensable party to the 

litigation;

(8) Walker and Cervi’s only claims pleaded against 

Wintermute were those for breach of fiduciary duty and breach 

of contract; 

(9) the Rules did not constitute a contract between 

Wintermute and the members of the WPRA; and

(10) although Wintermute owes fiduciary duties to the WPRA, 

she does not owe such duties to the individual members of the 

WPRA. 

¶ 34 Second, Walker and Cervi assert that the district court erred 

by (1) determining that their action sounded in tort and, thus, that 

the WPRA and Wintermute were entitled to an award of attorney 

fees under section 13-17-201 once the court dismissed Walker and 

Cervi’s claims against them; and (2) declining to hold a hearing on 

the reasonableness of the WPRA’s and Wintermute’s requested 

attorney fees. 
15

¶ 35 We affirm the district court’s judgment in favor of the WPRA, 

Wintermute, and Sheridan Incorporated. We specifically hold that 

Walker and Cervi’s claims for breach of fiduciary duty, breach of 

contract, injunctive relief, and declaratory judgment are barred 

under the business judgment rule. In addition, we hold that their 

claim for judicial dissolution fails because they did not allege the 

type of oppressive conduct necessary to obtain that drastic remedy. 

We conclude, however, that, while an award of attorney fees to the 

WPRA and Wintermute is mandatory under section 13-17-201, the 

district court erred by awarding fees without holding a hearing on 

whether such fees were reasonable. Thus, we reverse the district 

court’s award of a specific amount of attorney fees to the WPRA and 

Wintermute, and remand with instructions for the district court to 

conduct such a hearing. 

A. Standard of Review

¶ 36 We review de novo an order dismissing claims for failure to 

state a claim upon which relief can be granted under C.R.C.P. 

12(b)(5). See Hess v. Hobart, 2020 COA 139M-2, ¶ 11, 477 P.3d 

771, 774. “In doing so, we accept all factual allegations in the 
16

complaint as true, viewing them in a light most favorable to the 

plaintiff.” Id.

¶ 37 In Warne v. Hall, our supreme court adopted the United States 

Supreme Court’s “plausibility standard” for determining whether a 

plaintiff stated a claim upon which relief can granted. 2016 CO 50, 

¶ 24, 373 P.3d 588, 595 (citing Ashcroft v. Iqbal, 556 U.S. 662 

(2009)). Under that test, “the factual allegations of the complaint 

must be enough to raise a right to relief ‘above the speculative level,’ 

and provide ‘plausible grounds’” to create an inference that the 

allegations are true. Id. at ¶ 9, 373 P.3d at 591 (quoting Bell Atl. 

Corp. v. Twombly, 550 U.S. 544, 591 (2007)). “To survive a motion 

to dismiss for failure to state a claim, a plaintiff must state a claim 

for relief that is plausible (not speculative) on its face.” Hess, ¶ 11, 

477 P.3d at 774. If a claim does not satisfy the “plausible grounds” 

test, it must be dismissed for failure to state a claim upon which 

relief can be granted. Warne, ¶ 9, 373 P.3d at 591. 

B. Interpretation of the WPRA’s Rules

¶ 38 Each of Walker and Cervi’s claims against the WPRA rests on, 

among other allegations, their contention that the WPRA failed to 

follow or misapplied certain of the Rules — most notably, the day 
17

money rule and the Rules governing grievances and appeals. 

Walker and Cervi contend that the day money rule was inapplicable 

to the events at the Rodeo because the “barrel race” at the Rodeo 

had not been “canceled,” as some of the contestants (including 

Walker and Cervi) were able to compete in the regularly scheduled 

performances. Under Walker and Cervi’s reading of the day money 

rule, “barrel race” is canceled only if all barrel racing at a particular 

rodeo is canceled. They reason that the cancellation of the “slack” 

alone does not mean that “barrel race” at the Rodeo was “canceled.”

¶ 39 As explained below, however, because Walker and Cervi’s 

allegations center on the board’s interpretation and application of 

certain of the Rules, and they do not allege fraud, arbitrariness, or 

bad faith, a court cannot interfere with the board’s decisions. 

Accordingly, we agree with the district court that Walker and Cervi’s 

claims against the WPRA do not meet the plausibility standard 

articulated in Warne and must be dismissed under C.R.C.P. 

12(b)(5). 

1. The Business Judgment Rule

¶ 40 Under the business judgment rule, “[t]he good faith acts of 

directors of profit or non-profit corporations which are within the 
18

powers of the corporation and within the exercise of an honest 

business judgment are valid.” Rywalt v. Writer Corp., 34 Colo. App. 

334, 337, 526 P.2d 316, 317 (1974). “Courts will not, at the 

instance of stockholders or otherwise, interfere with or regulate the 

conduct of the directors in the reasonable and honest exercise of 

their judgment and duties.” Id. Because fraud, self-dealing, 

unconscionability, and similar conduct are “incompatible with good 

faith and the exercise of honest judgment,” the business judgment 

rule does not shield the actions of directors who engage in this type 

of wrongful conduct. Fletcher v. Dakota, Inc., 948 N.Y.S.2d 263, 

267 (App. Div. 2012); see Rywalt, 34 Colo. App. at 337, 526 P.2d at 

317 (holding that “[t]here being no evidence that the directors acted 

in bad faith or in fraud,” the court would not interfere with the 

board’s decision). 

¶ 41 The business judgment rule rests on the “reality that courts 

‘are ill equipped and infrequently called on to evaluate what are and 

must be essentially business judgments.’” Curtis v. Nevens, 31 P.3d 

146, 151 (Colo. 2001) (quoting Hirsch v. Jones Intercable, Inc., 984 

P.2d 629, 638 (Colo. 1999)). Courts presume that a corporation’s 
19

directors possess the expertise and knowledge to make business 

decisions. 

¶ 42 This presumption applies to voluntary membership 

associations, as well as to for-profit corporations. Bloom v. Nat’l 

Collegiate Athletic Ass’n, 93 P.3d 621, 624 (Colo. App. 2004)

(“Courts are reluctant to intervene, except on the most limited 

grounds, in the internal affairs of voluntary associations.”). “In the 

absence of some clearly arbitrary and unreasonable invasion of a 

member’s rights, courts will not review the internal operation and 

affairs of voluntary organizations.” Jorgensen Realty, Inc. v. Box, 

701 P.2d 1256, 1258 (Colo. App. 1985); see also NAACP v. Golding, 

679 A.2d 554, 561 (Md. 1996) (acknowledging that the rule “limiting 

courts’ intervention in the internal disputes of unincorporated 

organizations absent misconduct like fraud is in essence analogous 

to the business judgment rule applicable to incorporated 

organizations”). 
20

2. Because Walker and Cervi Did Not Allege that the WPRA 

Engaged in Fraudulent or Similar Wrongful Conduct, the 

Courts Will Not Override the WPRA’s Interpretation and 

Application of the Rules

¶ 43 Walker and Cervi did not plead that the WPRA engaged in the 

type of wrongful conduct that would justify disregarding the 

business judgment rule and would allow a court to second-guess 

the WPRA’s internal decision-making. This is particularly true 

because the Rules at issue are either vague or susceptible of more 

than one interpretation and choosing one interpretation over 

another would favor certain members of the WPRA over other 

members. 

¶ 44 In weighing the consequences of the judges’ determination 

that the conditions for the “slack” at the Rodeo were dangerous, the 

WPRA board interpreted and applied Rules that leave room for 

interpretation. Specifically, the Rules do not state whether the day 

money rule applies when (1) the “slack” is canceled after some, but 

not all, registered competitors have raced in it; and (2) the regularly 

scheduled performance at the same rodeo then proceeds as 

scheduled. More generally, the Rules do not make clear whether 

“barrel race” can mean the “slack” alone or means all the barrel 
21

racing conducted at a single rodeo. As noted above, the WPRA 

determined that the day money rule applies when, as here, the 

“slack” at a rodeo is canceled but the regularly scheduled 

performances at the same rodeo proceed. 

¶ 45 Similarly, the board exercised its discretion when it decided 

that Walker and Cervi were not entitled to speak indefinitely about 

their grievance at the board meeting, receive a record of such 

proceedings, or present their appeal at a meeting of the board. 

Significantly, Walker and Cervi did not allege that the WPRA 

violated their due process rights by making these decisions.

¶ 46 These are archetypical examples of corporate board decisions 

that courts will not second-guess under the business judgment rule 

in the absence of allegations of fraud, arbitrary conduct, or bad 

faith. Moreover, although Walker and Cervi pleaded that, before the

regularly scheduled performances at the Rodeo, unnamed WPRA 

board members advised unnamed “select competitors” — but not 

Walker and Cervi — that the WPRA would not count the points 

earned at the Rodeo, such vague allegations fall short of stating the 

type of wrongful conduct that would justify circumventing the 

business judgment rule. Notably, Walker and Cervi do not indicate 
22

who disclosed this information, to whom the information was 

disclosed, or how the disclosure to the “select competitors” caused 

them damages. See Grieveson v. Anderson, 538 F.3d 763, 777-78 

(7th Cir. 2008) (noting that “problematic for [the plaintiff was] his 

failure to tie actions of the named defendants to the injuries he 

allegedly suffered”). 

¶ 47 Moreover, the business judgment rule is particularly 

applicable to the WPRA board’s interpretation of the day money rule 

because that interpretation benefited some of its members to the 

detriment of others. Had the WPRA decided not to apply the day 

money rule in connection with the Rodeo, Walker and Cervi would 

have benefitted through a larger payout and the WPRA members 

who did not compete at the Rodeo would have received nothing and 

lost their entry fees. In contrast, the WPRA’s interpretation and 

application of the day money rule meant that each member who 

competed in barrel racing at the Rodeo received the same payout. 

Thus, numerous members of the WPRA, other than Walker and 

Cervi, benefitted from the WPRA’s application of the day money 

rule. The Board decided, under its reading of the day money rule, 

to provide some financial recompense to those WPRA members who 
23

were unable to compete at the Rodeo through no fault of their own. 

Jurists whose experience with barrel racing is limited to watching 

from the stands lack the expertise the WPRA possesses in deciding 

the appropriate payouts to the contestants who raced at the Rodeo 

and to those whose expectations were dashed when the “slack” was 

canceled. 

¶ 48 We also note that, when they joined the WPRA, Walker and 

Cervi agreed to be bound by the Rules. See Jorgensen Realty, Inc., 

701 P.2d at 1257 (holding that, by joining a voluntary membership 

organization, “a member agrees to submit to its rules and 

regulations and assumes the obligations incident to membership”). 

Even if the business judgment rule did not apply here, as noted 

above, Rule 4.1.2 granted the WPRA board “discretionary power to 

conduct the business and affairs of the WPRA . . . .” Walker and 

Cervi cannot now disavow that Rule 4.1.2 grants the WPRA board 

the discretion to conduct the WPRA’s business and affairs without 

judicial oversight in the ordinary course of business. 

¶ 49 For the above reasons, we hold that the district court correctly 

concluded that Walker and Cervi’s claims for breach of fiduciary 

duty, breach of contract, injunctive relief, and declaratory judgment 
24

— all of which challenge the WPRA board’s interpretation of the day 

money rule and the WPRA’s internal procedures — fail to meet the 

plausibility standard under Warne. See Colo. Homes, Ltd. v. LoerchWilson, 43 P.3d 718, 724 (Colo. App. 2001) (applying the business 

judgment rule in a case involving claims for breach of contract and 

breach of fiduciary duty); Rywalt, 34 Colo. App. at 337, 526 P.2d at 

317 (refusing to uphold an injunction because of the business 

judgment rule); Romeo v. Barrella, 921 N.Y.S.2d 83, 87-88 (App. 

Div. 2011) (affirming the dismissal of declaratory judgment claims 

based on the business judgment rule). 

C. Judicial Dissolution of a Nonprofit Corporation

¶ 50 Although we conclude that the business judgment rule 

precludes judicial review of the WPRA board’s interpretation and 

application of the Rules, we separately review Walker and Cervi’s 

claim for judicial dissolution of the WPRA and appointment of a 

receiver to conduct its affairs. We conclude that the district court 

correctly dismissed their judicial dissolution and receivership 

claims because Walker and Cervi did not plead the type of wrongful 

board conduct that would justify granting such drastic relief.
25

1. Applicable Law 

¶ 51 Under the Colorado Revised Nonprofit Corporation Act (NCA), 

a member of a nonprofit corporation may seek judicial dissolution 

of the corporation if the directors “have acted, are acting, or will act 

in a manner that is illegal, oppressive, or fraudulent.” 

§ 7-134-301(2)(b), C.R.S. 2020. 

¶ 52 Dissolution of a corporation is “a drastic remedy and [is] rarely 

imposed.” Pueblo Bancorporation v. Lindoe, Inc., 37 P.3d 492, 496 

(Colo. App. 2001), aff’d, 63 P.3d 353 (Colo. 2003). Walker and 

Cervi do not cite to any Colorado case applying the remedy of 

judicial dissolution to an entity other than a closely held 

corporation. The only published Colorado cases affirming the 

judicial dissolution of an entity involved closely held corporations. 

See Colt v. Mt. Princeton Trout Club, Inc., 78 P.3d 1115, 1118 (Colo. 

App. 2003); Polk v. Hergert Land & Cattle Co., 5 P.3d 402, 404 

(Colo. App. 2000). And even in the context of a closely held 

corporation, oppression “should be deemed to arise only when the 

majority conduct substantially defeats expectations that, objectively 

viewed, were both reasonable under the circumstances and were 
26

central to the [member’s] decision to join the venture.” Colt, 78 

P.3d at 1120 (citation omitted). 

2. The District Court Did Not Err by Concluding that Walker and 

Cervi Failed to State a Claim for Judicial Dissolution

¶ 53 Having concluded that the WPRA’s interpretation and 

application of the Rules receives the protection of the business 

judgment rule, we consider whether Walker and Cervi’s remaining 

allegations regarding the WPRA’s failure to maintain records state a 

plausible claim for judicial dissolution under section 

7-134-301(2)(b). Even accepting these allegations as true, we agree 

with the district court that the WPRA’s alleged record-keeping 

deficiencies do not justify the extreme step of the WPRA’s 

dissolution. 

¶ 54 More fundamentally, Walker and Cervi do not point to a single 

case in which a court, based on oppressive behavior, judicially 

dissolved an entity that was not a closely held corporation. All the 

judicial dissolution cases they cite concerned oppressive conduct by 

majority shareholders of closely held corporations that harmed 

minority shareholders. See Colt, 78 P.3d at 1118; Polk, 5 P.3d at 

404. 
27

¶ 55 A closely held corporation is materially different from a 

nonprofit corporation that is a membership association, such as the 

WPRA, because, in the former, “the relationship between directors 

and shareholders is akin to a relationship among partners,” such 

that the directors and majority shareholders owe heightened 

fiduciary duties to the minority shareholders. Colt, 78 P.3d at 

1119; see In re Kemp & Beatley, Inc., 473 N.E.2d 1173, 1178 (N.Y. 

1984) (“Unlike the typical shareholder in a publicly held 

corporation, who may be simply an investor or a speculator and 

cares nothing for the responsibilities of management, the 

shareholder in a close corporation is a co-owner of the business and 

wants the privileges and powers that go with ownership.” (quoting 1 

F. Hodge O’Neal, Close Corporations: Law and Practice § 1.07 (2d 

ed. 1971))).

¶ 56 Walker and Cervi do not allege that the WPRA is a closely held 

corporation and do not cite any legal authority in support of their 

argument that the board of a membership association owes its 

members the same heightened duties as the majority shareholders 

of a closely held corporation owe to the minority shareholders. 
28

¶ 57 In any event, we agree with the district court that, even if the 

board of directors of the WPRA owed fiduciary duties to Walker and 

Cervi, and even if the board’s failure to maintain adequate corporate 

records could constitute a breach of fiduciary duty, a “simple 

allegation of breach of fiduciary duty is not enough to dissolve a 

corporation that is not closely-held.” Walker and Cervi do not cite 

to any case, from any jurisdiction, holding that a corporation’s 

deficient record-keeping is grounds for judicial dissolution. See 

Pueblo Bancorporation, 37 P.3d at 496 (holding that the “drastic 

remedy” of judicial dissolution is not justified absent allegations of 

self-dealing, conflicts of interest, misapplication or diminishing of 

corporate assets, or illegal behavior). 

¶ 58 Accordingly, we hold that Walker and Cervi did not plead a 

plausible claim for judicial dissolution. And, because the NCA only 

contemplates the appointment of a receiver in the context of a 

judicial dissolution claim, see §§ 7-134-302(3), 7-134-303(1), C.R.S. 

2020, we need not separately consider whether Walker and Cervi’s 

receivership claim stated a claim upon which relief can be granted. 
29

D. Personal Jurisdiction Over Sheridan Incorporated 

¶ 59 To the extent Walker and Cervi seek unique relief from 

Sheridan Incorporated, such as an award of additional added 

money, we must consider whether the district court erred by 

concluding that it lacked personal jurisdiction over Sheridan 

Incorporated. We undertake this analysis because the business 

judgment rule does not apply to Walker and Cervi’s claims against 

Sheridan Incorporated. As we understand those claims, they do not 

challenge Sheridan Incorporated’s internal decision-making, but, 

rather, Sheridan Incorporated’s actions taken at the behest of the 

WPRA board. 

1. Personal Jurisdiction Under the Long Arm Statute

¶ 60 In enacting the long arm statute, § 13-1-124, C.R.S. 2020, the 

Colorado General Assembly “intended to extend the jurisdiction of 

our courts to the fullest extent permitted by the due process 

clauses of the United States and Colorado Constitutions.” Fleet 

Leasing, Inc. v. Dist. Ct., 649 P.2d 1074, 1078 (Colo. 1982). “Due 

process requires that a defendant have certain minimum contacts 

with the forum state so that he may foresee being answerable in 

court there. The quantity and nature of the minimum contacts 
30

required depends on whether the plaintiff alleges specific or general 

jurisdiction.” Archangel Diamond Corp. v. Lukoil, 123 P.3d 1187, 

1194 (Colo. 2005) (citation omitted). 

¶ 61 Under the concept of general jurisdiction, a court may exercise 

jurisdiction over a defendant “for any cause of action arising from 

the defendant’s activities, even if those activities occurred outside 

the forum state.” Clean Energy Collective LLC v. Borrego Solar Sys., 

Inc., 2017 CO 27, ¶ 10, 394 P.3d 1114, 1117. For a nonresident 

defendant to be subject to general jurisdiction in a particular state, 

the defendant’s contacts with that state must be “so ‘continuous 

and systematic’ as to render [it] essentially at home in the forum 

State.” Magill v. Ford Motor Co., 2016 CO 57, ¶ 17, 379 P.3d 1033, 

1037 (citation omitted). This is such a high bar, however, that a 

“nonresident defendant’s contacts with the state will rarely justify 

exercising general jurisdiction.” Id. 

¶ 62 In contrast, “[s]pecific jurisdiction is properly exercised where 

the injuries triggering litigation arise out of and are related to 

‘activities that are significant and purposefully directed by the 

defendant at residents of the forum.’” Archangel Diamond Corp., 

123 P.3d at 1194 (quoting Keefe v. Kirschenbaum & Kirschenbaum, 
31

P.C., 40 P.3d 1267, 1271 (Colo. 2002)). The specific jurisdiction 

analysis requires a two-part minimum contacts inquiry: (1) 

“whether the defendant purposefully availed himself of the privilege 

of conducting business in the forum state,” and (2) “whether the 

litigation ‘arises out of’ the defendant’s forum-related contacts.” Id. 

(citation omitted). To demonstrate “purposeful availment,” the 

plaintiff “must show that the defendant deliberately ‘reached out 

beyond’ its home — by, for example, ‘exploi[ting] a market’ in the 

forum State or entering a contractual relationship centered there.” 

Ford Motor Co. v. Mont. Eighth Jud. Dist. Ct., 592 U.S. ___, ___, 141 

S. Ct. 1017, 1025 (2021). Under the “arising out of” prong, “the 

actions of the defendant giving rise to the litigation must have

created a ‘substantial connection’ with the forum state.” Archangel 

Diamond Corp., 123 P.3d at 1194 (citation omitted). 

¶ 63 “When a trial court decides [a] motion [to dismiss] on 

documentary evidence alone, the plaintiff need only make a prima 

facie showing of personal jurisdiction by raising a reasonable 

inference that the court has jurisdiction over the defendant.” 

Giduck v. Niblett, 2014 COA 86, ¶ 13, 408 P.3d 856, 862. Any 
32

conflicts in the evidence “must be resolved in favor of the plaintiff.” 

Id. 

2. The District Court Did Not Err by Finding That Walker and 

Cervi Did Not Raise a Reasonable Inference of Jurisdiction 

Over Sheridan Incorporated

¶ 64 The district court concluded that Walker and Cervi’s factual 

allegations and affidavits failed to establish that the court could 

exercise general or specific personal jurisdiction over Sheridan 

Incorporated. Specifically, the court found that 

 Sheridan Incorporated is a Wyoming nonprofit 

corporation with its principal place of business in 

Wyoming.

 Sheridan Incorporated “does not have a registered agent, 

an office, a place of business, any assets, or any 

employees in Colorado.”

 Sheridan Incorporated does not recruit Colorado 

residents, directly or through an intermediary in 

Colorado, for employment inside or outside of Colorado.

 Sheridan Incorporated does not directly advertise in 

Colorado. 
33

 Sheridan Incorporated’s sole purpose is to organize and 

run the Rodeo, which takes place in Wyoming. 

 Sheridan Incorporated does not oversee any rodeos 

outside Wyoming and does not conduct any business 

outside Wyoming. 

¶ 65 The court further noted that Walker and Cervi did not allege 

that Sheridan Incorporated does any business in Colorado or has 

any connection with Colorado other than its contract with the 

WPRA concerning the Rodeo. Thus, it determined that Walker and 

Cervi’s allegations did not raise a reasonable inference that it had 

specific or general jurisdiction over Sheridan Incorporated. 

¶ 66 Applying the first step of the minimum contacts analysis for 

specific jurisdiction, a nonresident defendant is not subject to 

personal jurisdiction in Colorado solely because the defendant 

entered into a contract with a Colorado resident. That singular 

connection, particularly in relation to an event outside Colorado, 

does not establish that the nonresident “reached out beyond” its 

own state to enjoy the benefits of conducting business in Colorado. 

See Ford Motor Co., 592 U.S. at ___, 141 S. Ct. at 1025. 
34

¶ 67 For this reason, Walker and Cervi’s contention that Sheridan 

Incorporated subjected itself to specific personal jurisdiction in 

Colorado by entering into the contract with the WPRA cannot be 

squared with the minimum contacts analysis. Rather, “the 

defendant’s conduct [must] connect[] him to the forum in a 

meaningful way,” Giduck, ¶ 16, 408 P.3d at 863 (citation omitted), 

such as by intentionally targeting the forum state market and its 

consumers, see Ford Motor Co., 592 U.S. at ___, 141 S. Ct. at 1025. 

A “defendant’s relationship with a plaintiff or third party, standing 

alone, is an insufficient basis for jurisdiction.” Giduck, ¶ 16, 408 

P.3d at 863 (citation omitted).

¶ 68 Thus, we conclude that Walker and Cervi’s allegations did not 

create a reasonable inference that the district court could exercise 

personal jurisdiction over Sheridan Incorporated. (Because we held 

above that the district court properly dismissed Walker and Cervi’s 

only claims against the WPRA involving Sheridan Incorporated —

their claims for a declaratory judgment and injunctive relief — we 

do not need to consider whether Sheridan Incorporated is an 

indispensable party to those claims.) 
35

E. Walker and Cervi’s Claims Against Wintermute Fail to State 

Claims Upon Which Relief Can Be Granted

¶ 69 In considering whether the district court erred by dismissing 

Walker and Cervi’s claims against Wintermute individually, we 

initially consider Walker and Cervi’s contention that Wintermute 

admitted the allegations underlying their claims for judicial 

dissolution, declaratory judgment, injunctive relief, and

appointment of a receiver by not specifically responding to them. 

We agree with the district court that Wintermute was not required 

to respond to these claims because they were not directed to her in 

an individual capacity. Rather, Walker and Cervi’s only claims 

against Wintermute individually were those for breach of fiduciary 

duty and breach of contract. 

¶ 70 Neither of these claims stated a claim upon which relief can be 

granted against Wintermute, however. The directors and officers of 

a nonprofit corporation “are not, as such, personally liable for the 

acts, debts, liabilities, or obligations” of the corporation. 

§ 7-126-103, C.R.S. 2020. Although there are exceptions to this 

rule, Walker and Cervi did not plead that any of these exceptions —

such as the alter ego doctrine — applies here. See Krystkowiak v. 
36

W.O. Brisben Cos., Inc., 90 P.3d 859, 867 n.7 (Colo. 2004). And, 

under the plausibility standard, we do not assume the truth of 

Walker and Cervi’s conclusory statements that Wintermute acted in 

an illegal and oppressive manner and in bad faith, and that she 

breached a duty of loyalty to Walker and Cervi. Scott v. Scott, 2018 

COA 25, ¶ 19, 48 P.3d 626, 632 (“[F]acts pleaded as legal 

conclusions (i.e., conclusory statements) are not entitled to the

assumption that they are true.”). 

¶ 71 Further, to the extent Walker and Cervi allege that Wintermute 

misapplied the day money rule and the Rules concerning grievances 

and appeals, the business judgment rule bars such claims, as 

discussed above.

F. Attorney Fees 

1. Mandatory Fee Awards Under Section 13-17-201

¶ 72 “Whether a statute mandates an award of costs or attorney 

fees is a question of statutory interpretation and is thus a question 

of law we review de novo.” Crandall v. City of Denver, 238 P.3d 659, 

661 (Colo. 2010). 
37

a. The Applicability of Section 13-17-201

¶ 73 Under section 13-17-201, an award of attorney fees to the 

defendant is mandatory whenever a trial court dismisses a tort 

action. § 13-17-201; Kreft v. Adolph Coors Co., 170 P.3d 854, 859 

(Colo. App. 2007). “When a plaintiff has pleaded both tort and 

non-tort claims, a court must determine, as a matter of law, 

whether the essence of the action was one in tort, in order to 

ascertain if section 13-17-201 applies.” Castro v. Lintz, 2014 COA 

91, ¶ 16, 338 P.3d 1063, 1068. 

¶ 74 In making this determination the court should 

first apply the “predominance” test, assessing 

whether the “essence of the action” is tortious 

in nature (whether quantitatively by simple 

number of claims or based on a more 

qualitative view of the relative importance of 

the claims) or not. The Court would then turn 

to the question of whether tort claims were 

asserted to unlock additional remedies only 

where the predominance test failed to yield a 

clear answer, such as when the tort- and 

non-tort claims are equal in number or 

significance.

Gagne v. Gagne, 2014 COA 127, ¶ 84, 338 P.3d 1152, 1168. “[T]he 

court should rely on the pleading party’s characterization of its 
38

claims and should not consider what the party should or might 

have pleaded.” Id. at ¶ 81, 338 P.3d at 1167. 

b. Because Walker and Cervi’s Claims Against the WPRA and 

Wintermute Sound in Tort, the District Court Did Not Err by 

Applying Section 13-17-201

¶ 75 In its order awarding attorney fees to the WPRA and 

Wintermute, the district court found that Walker and Cervi’s breach 

of fiduciary allegations were “the essence” of their claims against 

the WPRA and Wintermute. Because a breach of fiduciary duty 

claim sounds in tort, Resol. Tr. Corp. v. Heiserman, 898 P.2d 1049, 

1056 (Colo. 1995), the court reasoned that the WPRA and 

Wintermute were entitled to an award of their attorney fees and 

costs under section 13-17-201 upon the dismissal of all of Walker 

and Cervi’s claims against them. We agree with the district court’s 

conclusion. 

¶ 76 According to Gagne, in determining whether the essence of 

Walker and Cervi’s claims is in tort, we begin by evaluating the 

number and type of claims they asserted against the WPRA and 

Wintermute. We initially note that Walker and Cervi’s claims for 

dissolution of the WPRA and appointment of a receiver are based on 

their allegations that the WPRA and Wintermute breached their 
39

alleged fiduciary duties to Walker and Cervi and engaged in 

oppressive behavior. These claims sound in tort, regardless of how 

Walker and Cervi characterize them. 

¶ 77 Thus, together with the separate claim for breach of fiduciary 

duty, the amended complaint contains three claims sounding in 

tort. See Resol. Tr. Corp., 898 P.2d at 1056. The amended 

complaint contains an equal number of tort and non-tort claims 

because Walker and Cervi also asserted three non-tort claims —

their breach of contract, injunctive relief, and declaratory judgment

claims. 

¶ 78 In this first step of the section 13-17-201 analysis, we may 

also consider the “relative importance of the claims.” Gagne, ¶ 84, 

338 P.3d at 1168 (citation omitted). Significantly, Walker and Cervi 

acknowledge that all their claims and all the relief they sought 

rested on the same allegations — that the WPRA and Wintermute 

engaged in wrongful conduct by reducing the prize money 

awardable to Walker and Cervi for their performances at the Rodeo. 

As described above, these allegations sound in tort. 

¶ 79 Further, even if the first step of the Gagne analysis does not 

establish the essence of Walker and Cervi’s claims, through their 
40

breach of fiduciary duty, dissolution, and receivership claims, they 

attempted “to obtain relief beyond what was available solely under” 

their non-tort claims. Crow v. Penrose-St. Francis Healthcare Sys., 

262 P.3d 991, 997 (Colo. App. 2011). Walker and Cervi pleaded 

those claims to “unlock additional remedies,” including the 

appointment of a receiver to supplant the WPRA’s board and the 

most drastic possible remedy against a corporation — its 

destruction through judicial dissolution. It is too late for Walker 

and Cervi to contend that the essence of the case was merely their 

claim for money damages premised on the WPRA’s alleged breach of 

contract. 

¶ 80 For these reasons, we agree with the district court that Walker 

and Cervi’s action sounds in tort and, under section 13-17-201, the 

WPRA and Wintermute are entitled to an award of their attorney 

fees. 

2. Hearing on Attorney Fees

a. When a Hearing on Attorney Fees Is Required 

¶ 81 “If a party requests a hearing concerning an award of fees, the 

trial court must hold a hearing.” Shyanne Props., LLC v. Torp, 210 

P.3d 490, 493 (Colo. App. 2009); see C.R.C.P. 121, § 1-22(2)(c) 
41

(“When required to do so by law, the court shall grant a party’s 

timely request for a hearing.”). “When a hearing is requested to 

determine the reasonableness and necessity of attorney fees, due 

process requires that the trial court hold such a hearing.” Roberts 

v. Adams, 47 P.3d 690, 700 (Colo. App. 2001); cf. Hendricks v. 

Allied Waste Transp., Inc., 2012 COA 88, ¶ 36, 282 P.3d 520, 527 

(holding that “a bare statement” that the fees at issue are 

unreasonable does not entitle the party to a hearing). 

b. The District Court Erred by Declining to Hold a Hearing on the 

WPRA’s and Wintermute’s Requests for Attorney Fees 

¶ 82 We disagree with the district court’s conclusion that a hearing 

on attorney fees was not necessary. Walker and Cervi timely 

requested a hearing on the WPRA’s and Wintermute’s requests for 

attorney fees and challenged the reasonableness of the amount of 

the requested fees. Specifically, Walker and Cervi raised factual 

issues concerning Wintermute’s attorney fees request, such as 

whether Wintermute incurred attorney fees herself and whether 

Wintermute was seeking to recover attorney fees attributable to 

work for the WPRA or claims not applicable to Wintermute. 

Because, in opposing the WPRA’s and Wintermute’s fee request, 
42

Walker and Cervi made a timely request for a hearing supported by 

more than a bare statement that the requested fees were 

unreasonable, we hold that the district court erred by declining to 

grant their request for a hearing on the reasonableness of the 

requested attorney fees.

¶ 83 The WPRA argues that Walker and Cervi were not entitled to a 

hearing because they did not submit an expert’s affidavit together 

with their request for a hearing. We are not persuaded. Aside from 

timeliness, C.R.C.P. 121, section 1-22(c) does not mention any 

specific requirements for obtaining a hearing on the reasonableness 

of attorney fees. The WPRA does not point us to any legal authority 

for limiting hearings on fees to situations in which the nonmoving 

party submitted an expert’s affidavit.

¶ 84 Even though C.R.C.P. 121, section 1-22(2)(b) states that an 

attorney fee motion “shall be accompanied by any supporting 

documentation,” including a fee agreement, this language does not 

require that “a written fee agreement or other materials evidencing 

the fee agreement . . . accompany a motion for attorney fees and 

costs,” Nesbitt v. Scott, 2019 COA 154, ¶¶ 24-25, 30, 457 P.3d 134, 

138-39. If such expressly listed documentary support is not 
43

required to file an attorney fee motion, they are surely not required 

to obtain a hearing on the motion. Moreover, such a requirement 

would be inconsistent with the requesting party’s burden to “prove 

and establish the reasonableness of each dollar, each hour, above 

zero.” Payan v. Nash Finch Co., 2012 COA 135M, ¶ 35, 310 P.3d 

212, 219 (quoting Mares v. Credit Bureau, 801 F.2d 1197, 1210 

(10th Cir. 1986)). Thus, we conclude that the language of C.R.C.P. 

121, section 1-22(2)(b) does not support the WPRA and 

Wintermute’s contention that a request for a hearing on the 

reasonableness of attorney fees requires supporting documentation 

such as an expert’s affidavit. 

¶ 85 Finally, although the WPRA and Wintermute contend that the 

district court did not abuse its discretion by declining to hold a 

hearing “in the midst of the Coronavirus pandemic,” the court did 

not cite the pandemic as a reason for not conducting the hearing. 

¶ 86 Thus, we hold that the court erred by not granting Walker and 

Cervi’s request for hearing on the reasonableness of the WPRA’s 

and Wintermute’s requested attorney fees.
44

IV. Appellate Attorney Fees

¶ 87 The WPRA, Wintermute, and Sheridan request the award of 

their appellate attorney fees. Because we conclude that the district 

court properly dismissed Walker and Cervi’s claims against each 

party under C.R.C.P. 12(b), “we must award attorney fees for 

successfully defending an appeal of those dismissed claims” under

section 13-17-201. Duke v. Gunnison Cnty. Sheriff’s Off., 2019 COA 

170, ¶¶ 42-44, 456 P.3d 38, 46. 

V. Conclusion

¶ 88 The judgment in favor of the WPRA, Wintermute, and Sheridan 

Incorporated, and the district court’s ruling that the WPRA and 

Wintermute are entitled to attorney fees, are affirmed. The WPRA, 

Wintermute, and Sheridan are awarded their reasonable attorney 

fees on appeal. The district court’s award of a specific amount of 

attorney fees to the WPRA and to Wintermute is reversed. The case 

is remanded for the district court to hold a hearing on the amount 

of the WPRA’s and Wintermute’s reasonable attorney fees though 

this appeal and on the amount of Sheridan’s reasonable attorney 

fees on appeal. 

JUDGE HARRIS and JUDGE DAVIDSON concur.