IN THE SUPREME COURT, STATE OF WYOMING

2020 WY 125

APRIL TERM, A.D. 2020

September 25, 2020

ALEXANDER REED MANTLE and 

MARJORIE M. MANTLE,

Appellants

(Plaintiffs),

v.

NORTH STAR ENERGY & 

CONSTRUCTION, LLC; GARY W. 

GARLAND; RAYMOND W. 

GARLAND; MATT R. GARLAND; 

THREE WAY, INC.; HOT IRON, INC.; 

MGM ENTERPRISES, INC.; GT 

INVESTMENTS, INC.; and WYODAK 

ENERGY SERVICES, LLC,

Appellees

(Defendants).

S-20-0019

Appeal from the District Court of Johnson County

The Honorable John G. Fenn, Judge

Representing Appellants:

Stephen R. Winship, Winship & Winship, P.C., Casper, Wyoming.

Representing Appellees Gary W. Garland, Hot Iron, Inc., and GT Investments, Inc.:

Kim D. Cannon and Codie D. Henderson, Davis & Cannon, LLP, Sheridan, 

Wyoming. Argument by Mr. Henderson.

Representing Appellees Raymond W. Garland, Matt R. Garland, Three Way, Inc., and 

MGM Enterprises, Inc.:

Judith Studer, Schwartz, Bon, Walker & Studer, LLC, Casper, Wyoming. 
Representing Appellee North Star Energy & Construction, LLC:

No appearance.

Representing Appellee Wyodak Energy Services, LLC:

No appearance.

Before DAVIS, C.J., and FOX, KAUTZ, BOOMGAARDEN, and GRAY, JJ.

NOTICE: This opinion is subject to formal revision before publication in Pacific Reporter Third. 

Readers are requested to notify the Clerk of the Supreme Court, Supreme Court Building, Cheyenne, 

Wyoming 82002, of typographical or other formal errors so correction may be made before final 

publication in the permanent volume.
1

KAUTZ, Justice.

[¶1] In the third appeal of this case, Alexander Reed Mantle and Marjorie M. Mantle 

(collectively “the Mantles”) contest the district court’s use of a judgment against Mr. 

Mantle to set off judgments they had against Ray and Gary Garland. The Mantles also 

claim the district court erred by failing to recognize their right to the proceeds from a 

settlement of a third-party action against Karl Killmer and Killmer & Associates 

(collectively Mr. Killmer). 

[¶2] We affirm. 

ISSUES

[¶3] The dispositive issues in this case are:

1. Did the district court properly set off the judgments?

a. Does the law of the case bar Ray and Gary from claiming setoffs?

b. Did Ray and Gary waive their setoff claims by failing to plead them in their 

answer or counterclaims?

c. Does the required mutuality of obligations exist?

d. Do the equities of the case support the setoffs?

e. Did the district court err by granting the setoffs when Ray and Gary’s motion 

for setoff was combined with a motion for a protective order and they did not 

confer with the Mantles prior to filing the motions?

f. Is an additional procedural step required to implement the setoffs so the 

Mantles can claim an exemption?

2. Was the Mantles’ claim regarding the Killmer Settlement Funds properly before 

the district court? 

FACTS

[¶4] The underlying facts of this case are set out in detail in Mantle v. North Star Energy 

& Constr., LLC, 2019 WY 29, 437 P.3d 758 (Wyo. 2019) (Mantle I), and Mantle v. North 

Star Energy & Constr., LLC, 2019 WY 54, 441 P.3d 841 (Wyo. 2019) (Mantle II). We 

will, therefore, recite only those facts relevant to the issues presented in this appeal. 

[¶5] The Garland brothers, Ray, Gary, and Matt, owned separate oil and gas service and 

construction companies – Three Way, Inc., Hot Iron, Inc., and MGM Enterprises, Inc., 

respectively. Mantle I, ¶¶ 1, 5, 437 P.3d at 768-69; Mantle II, ¶ 3, 441 P.3d at 844. In 

2011, they formed North Star Energy & Construction, LLC (North Star), with the three 

companies as members (Members). Mantle I, ¶¶ 5-7, 437 P.3d at 769. Mr. Mantle was the 
2

president of North Star, and Mr. Killmer performed accounting services for North Star and 

the Members. Mantle I, ¶ 6, 437 P.3d at 769; Mantle II, ¶ 3, 441 P.3d at 844.

[¶6] In 2014, Mr. Mantle and Mr. Killmer agreed to purchase North Star from the 

Members. Mantle II, ¶ 3, 441 P.3d at 844. We summarized the transaction in Mantle II:

The parties executed a Memorandum of Understanding (MOU) 

that memorialized their agreement, including Mr. Killmer’s and 

[Mr. Mantle’s] personal guarantees of $6.1 million of the 

purchase price. Mr. Mantle and Mr. Killmer negotiated a $3-

million loan from First Northern Bank (FNB) to fund the down 

payment. Ultimately, the transaction took the form of a 

leveraged buyout when the FNB loan was made to North Star. 

Id. (citations omitted). 

[¶7] North Star’s financial position deteriorated during 2014. Mantle II, ¶ 4, 441 P.3d at 

844. In December 2014, “the Garlands stepped back in to try and save North Star,” but 

were unsuccessful. Id. Mr. Mantle and Mr. Killmer refused to execute the documents to 

finalize the purchase of North Star from the Members. Mantle I, ¶ 30, 437 P.3d at 774. 

North Star did not pay the $3 million FNB loan, so the Mantles purchased it and stepped 

into FNB’s shoes as creditors of North Star. Mantle I, ¶ 33, 437 P.3d at 775; Mantle II, ¶ 

4, 441 P.3d at 844. 

[¶8] Litigation between the Garlands, the Mantles, and Mr. Killmer began in May 2015. 

Mantle I, ¶ 42, 437 P.3d at 777; Mantle II, ¶ 5, 441 P.3d at 844. The Mantles sued the 

Garlands, the Members, and North Star (collectively “the Defendants”). Id. They sought, 

inter alia, repayment of the FNB loan and to set aside as fraudulent various transfers from 

North Star to the Garlands and the Members. Id. The Members countered for breach of 

the MOU and to collect on Mr. Mantle’s and Mr. Killmer’s $6.1 million personal 

guarantees. Id. The Members and North Star also sued Mr. Killmer for accountant 

malpractice. Mantle I, ¶ 42, 437 P.3d at 777; Mantle II, ¶ 6, 441 P.3d at 844. 

[¶9] Mr. Killmer settled with the Members and North Star and assigned to them his 

claims against his malpractice carrier for failing to provide a defense or insurance coverage. 

Mantle II, ¶ 6, 441 P.3d at 844. The Garlands and North Star eventually settled with Mr. 

Killmer’s malpractice carrier. Id. “As part of the settlement, North Star received $121,271, 

which, by order of the district court, was deposited into the court registry on February 22, 

2017. The Garland brothers, and their respective companies, split the rest.” Id. 

[¶10] The district court held a bench trial on the remaining claims. Mantle II, ¶ 7, 441 

P.3d at 844. It awarded the Mantles a $2,712,832.22 judgment against North Star on the 

FNB loan and a $250,000 and a $307,000 judgment against Gary and Ray, respectively, 
3

for fraudulent transfers of North Star assets. Mantle II, ¶ 7, 441 P.3d at 884. The district 

court ruled Mr. Mantle had breached the MOU and awarded the Members a $6,110,000 

judgment on his personal guarantee. Id.; Mantle I, ¶ 48, 437 P.3d at 778. 

[¶11] In the “Order After Bench Trial,” the district court stated in a footnote:

The [c]ourt considered offsetting [the judgment against 

Gary] against the judgment against Alex Mantle[.] However, 

both Alex and Marjorie Mantle brought this suit to set aside the 

fraudulent transactions, but the judgment for breach of contract 

is only against Alex Mantle. Thus, it would not be appropriate 

to offset the entire amount of the fraudulent conveyance 

against the judgment against Alex Mantle. This does not 

preclude the Defendants from executing against any part of 

these funds that may belong solely to Alex Mantle. 

[¶12] Hot Iron and Three Way thereafter assigned portions of their judgment against Mr. 

Mantle to Ray and Gary. In a motion to alter or amend the judgment under Wyoming Rule 

of Civil Procedure (W.R.C.P.) 59(e), Ray and Gary requested setoffs, claiming the 

assignments created the requisite mutuality of obligations. The district court denied the 

Rule 59(e) motion, and Ray and Gary appealed in Mantle I. Mantle II, ¶¶ 12-13, 441 P.3d 

at 845.

[¶13] While that appeal was pending, Ray filed in the district court a “Motion for 

Protective Order with Respect to Discovery in Aid of Execution, Together with Motion to 

Allow Setoff and Declare Judgment Satisfied.” Gary joined the motion for setoff. The 

district court ruled, in the “Order on Pending Motions,” the judgments against Ray and 

Gary would be set off against a portion of the judgment against Mr. Mantle. It also granted 

Ray’s motion for a protective order, stating: “[H]aving found that the judgment has been 

satisfied through a setoff, there is no need to allow further post-judgment discovery from 

Ray[.]” Ray and Gary then withdrew the setoff issue from their appeal. Mantle II, ¶ 13, 

441 P.3d at 845. 

[¶14] In Mantle II, ¶ 18, 441 P.3d at 846, we ruled the district court did not have 

jurisdiction to order the setoffs while the matter was on appeal. We reversed that aspect of 

the “Order on Pending Motions” and remanded to the district court for further proceedings. 

Id. The Mantles also raised issues regarding the Killmer Settlement Funds in Mantle II, ¶ 

19, 441 P.3d at 847. They contended that only North Star, not the Members, had standing 

to assert a claim against Mr. Killmer for malpractice, so all the settlement proceeds should 

be paid to North Star’s creditors. Id., ¶¶ 19-20, 441 P.3d at 847. We held there was no 

final appealable order on the issue and remanded for further proceedings. Id., ¶¶ 23-24, 

441 P.3d at 847-48. 
4

[¶15] On remand, the district court granted the setoffs, adopting the rationale in the “Order 

on Pending Motions” rendered while it was without jurisdiction over the issue. The 

Mantles asked the district court to make additional findings “as to what facts still needed 

to be determined” with respect to the Killmer Settlement Funds. The court ruled the issue 

was not properly before it and denied the motion. The Mantles appealed. 

[¶16] Additional facts will be set out, as necessary, in the discussion of the issues. 

DISCUSSION

I. Setoffs

A. Law of the Case

[¶17] The Mantles maintain the district court should have applied the law of the case 

doctrine to bar Ray and Gary from asserting, on remand, their claims for setoff. 

Specifically, they argue that, by abandoning their appeal in Mantle I, Ray and Gary waived 

further consideration of the issue. 

[¶18] “The decision whether to apply the law of the case doctrine is discretionary, but 

once a court applies the doctrine, the actual application is reviewed as a matter of law.” 

BTU Western Res., Inc. v. Berenergy Corp., 2019 WY 57, ¶ 24, 442 P.3d 50, 57-58 (Wyo. 

2019). 

Under the “law of the case” doctrine, a court’s decision 

on an issue of law made at one stage of a case becomes a 

binding precedent to be followed in successive stages of the 

same litigation. The “law of the case” is a doctrine designed to 

avoid repetitious litigation and to promote consistent decision 

making. As such, it is in the same family as res judicata, 

collateral estoppel, and stare decisis. 

Triton Coal Co. v. Husman, Inc., 846 P.2d 664, 667 (Wyo. 1993) (citing 1B James W. 

Moore, Jo Desha Lucas & Thomas S. Currier, Moore’s Federal Practice ¶ 0.404[1] (2d ed. 

1983)). See also, Lieberman v. Mossbrook, 2009 WY 65, ¶ 28, 208 P.3d 1296, 1305 (Wyo. 

2009) (“Under the law of the case doctrine, a court’s decision on an issue of law at one 

stage of a proceeding is binding in successive stages of the litigation.”). Typically, the law 

of the case doctrine requires a court to adhere to its prior rulings, the ruling of an appellate 

court, or another judge’s rulings in the case or a closely related case. Lieberman, ¶ 28, 208 

P.3d at 1305. 

[¶19] A lesser utilized aspect of the law of the case doctrine is more akin to the law of 

waiver. Triton Coal, 846 P.2d at 668. It involves a “litigant’s failure to raise an issue on 
5

appeal which gives rise to the preclusive effect of the lower court’s ruling[.]” Id. In Triton, 

we described the general rule as:

“[Q]uestions assigned as error are deemed to have been 

abandoned or waived where they are not urged or discussed on 

appeal by brief or argument, or are not sufficiently so 

discussed[.]”

Id. (quoting 5B C.J.S. Appeal and Error § 1803 at 98 (1958)). See also, Dworkin v. L.F.P., 

Inc., 839 P.2d 903, 908 (Wyo. 1992) (appellant’s failure to raise issues on appeal as to 

other claims resolved on summary judgment “constitute[d] an abandonment of those 

issues”); BTU Western Res., ¶ 27, 442 P.3d at 58 (“The [law of the case] doctrine may also 

give preclusive effect to a legal decision made at one stage of the litigation that goes 

unchallenged in a subsequent appeal.”). 

[¶20] There are, however, exceptions to the law of the case doctrine. Lieberman, ¶ 29, 

208 P.3d at 1305-06 (citing Wessel v. City of Albuquerque, 463 F.3d 1138, 1144 (10th Cir. 

2006)). “One of those exceptions applies when the evidence in a subsequent [proceeding] 

is substantially different from that presented in the earlier proceeding.” Lieberman, ¶ 29, 

208 P.3d at 1306. “‘Additionally, the law of the case doctrine applies only to issues 

actually decided, not to issues left open.’” In re Guardianship & Conservatorship of 

Parkhurst, 2010 WY 155, ¶ 15, 243 P.3d 961, 966 (Wyo. 2010) (quoting Lieberman, ¶ 29, 

208 P.3d at 1306, which cited 18B Charles Alan Wright, Arthur R. Miller, Edward H. 

Cooper, FEDERAL PRACTICE AND PROCEDURE: Jurisdiction § 4478 (2d ed. 2002)). 

In Lieberman, ¶¶ 27-34, 208 P.3d at 1305-07, we refused to apply the law of the case to 

limit the district court’s power to decide an issue of law because the prior rulings were

limited in scope. In Parkhurst, ¶¶ 15-16, 243 P.3d at 966-67, we determined the district 

court’s decision to appoint a guardian ad litem at one stage of the proceeding was not 

determinative of the later question regarding whether it was necessary to appoint a guardian 

and conservator for the ward. Id. 

[¶21] Likewise, the district court properly refused to apply the law of the case to bar Ray’s 

and Gary’s setoff claims because their second motion for setoff was brought in a much 

different procedural posture than the first. Their first motion for setoff was made pursuant 

to W.R.C.P. 59(e).

1 They asked the court to “address and give effect to [Ray’s and Gary’s] 

equitable defenses of equitable estoppel and unclean hands” and award the setoffs. 

[¶22] Motions under Rule 59(e) are limited in scope. 

1 Rule 59(e) states: 

(e) Motion to Alter or Amend a Judgment. – A motion to alter or amend a judgment 

must be filed no later than 28 days after the entry of the judgment.
6

“A Rule 59(e) motion is only appropriate if one of three 

grounds exists: 1) the availability of new evidence not 

previously available; 2) an intervening change in controlling 

law, or 3) the need to correct a clear error of law or to prevent 

manifest injustice. It is not a mechanism to relitigate issues that 

the court has already decided, nor should parties make 

additional arguments which should have been made before 

judgment.”

Evans v. Moyer, 2012 WY 111, ¶ 12, 282 P.3d 1203, 1208 (Wyo. 2012) (quoting Ragsdale 

v. Hartford Underwriters Ins. Co., 2007 WY 163, ¶ 5, 169 P.3d 78, 80 (Wyo. 2007), 

overruled on other grounds by Essex Holding, LLC v. Basic Props., Inc., 2018 WY 111, 

¶¶ 34, 40, 427 P.3d 708, 718, 721 (Wyo. 2018) (other citations omitted)). See also,

Servants of Paraclete v. Does, 204 F.3d 1005, 1012 (10th Cir. 2000) (applying the same 

grounds as Wyoming to motions under Federal Rule of Civil Procedure 59(e)). The issue 

initially on appeal in Mantle I was whether the district court properly denied Ray and 

Gary’s Rule 59(e) motion to alter and amend the bench trial order. Mantle II, ¶¶ 12-13, 

441 P.3d at 845. 

[¶23] In Ray and Gary’s later motion for setoff, they relied on the district court’s inherent 

power to enforce its judgment by ordering an equitable setoff. See Hurd v. Nelson, 714 

P.2d 767, 771 (Wyo. 1986) (“Courts have inherent power to enforce their own judgments 

and should see to it that such judgments are enforced when they are called upon to do so.”

(citation and quotation marks omitted)); Cargill, Inc. v. Mountain Cement Co., 891 P.2d 

57, 67 (Wyo. 1995) (“Possessing equitable jurisdiction, the district court has the inherent 

power to allow or compel an equitable set-off.”). In ruling on the motion for equitable 

setoff, the district court had before it the assignments and full briefing of the matter. The 

district court concluded the equities justified offsetting the judgments. Following our 

ruling in Mantle II, ¶ 18, 441 P.3d at 846, that the district court did not have jurisdiction 

when it entered the “Order on Pending Motions,” the court again considered the setoff 

issue.2 It granted the setoffs, expressly relying upon the rationale in the “Order on Pending 

Motions.” 

[¶24] In sum, the district court could have granted Ray and Gary’s Rule 59(e) motion only 

if the limited grounds set out in Evans were met, while their second motion for setoff was 

2 The Mantles claim that by citing to Rock v. Lankford, 2013 WY 61, ¶ 18, 301 P.3d 1075, 1080 (Wyo. 

2013), in Mantle II, ¶ 18, 441 P.3d at 846, we directed the district court to dismiss the setoff issue on 

remand. It is true that Rock states: “If a judgment below was rendered without jurisdiction, an appellate 

court must ordinarily reverse and remand for dismissal.” Rock, ¶ 18, 301 P.3d at 1080 (citations and 

quotation marks omitted). However, in Mantle II, we were only using that case as general authority to 

remand for further proceedings. Rock, ¶ 43, 301 P.3d at 1086, was subject to dismissal because the district 

court did not have jurisdiction over the original action; here, the district court lacked jurisdiction only 

because the matter was on appeal. Mantle II, ¶ 18, 441 P.3d at 846. 
7

based upon the broad equitable jurisdiction of the court. Given the scopes of the two setoff 

motions were very different, the law of the case did not bar the district court’s consideration 

of the Garlands’ requests for setoff on remand. 

[¶25] Furthermore, application of the law of the case doctrine is discretionary. 

Lieberman, ¶ 28, 208 P.3d at 1305. See also, BTU Western Res., ¶ 24, 442 P.3d at 57 (“The 

decision whether to apply the law of the case doctrine is discretionary[.]” (citation 

omitted)). The doctrine merely expresses a practice of the courts to generally “‘refuse to 

reopen what has been decided.’” Lieberman, ¶ 28, 208 P.3d at 1305 (quoting Brown v. 

State, 953 P.2d 1170, 1174 (Wyo. 1998)). The district court’s power to rehear an issue is 

not limited by the doctrine. Lieberman, ¶ 28, 208 P.3d at 1305. As our ruling in Mantle II 

indicated, we fully expected the district court to consider the setoff issue on remand. 

B. Waiver

[¶26] The Mantles claim Ray and Gary waived their rights to setoff by failing to 

specifically plead them as counterclaims. In other words, the Mantles argue the setoffs 

were compulsory counterclaims and the failure to properly plead means the claims are 

barred. See generally, Lane Co. v. Busch Dev. Inc., 662 P.2d 419, 423-24 (Wyo. 1983)

(“Ordinarily, a claim which is a compulsory counterclaim under F.R.C.P. 13(a) or

W.R.C.P. 13(a), but is not brought, is thereafter barred.”); 20 Am. Jur. 2d., Counterclaim, 

Recoupment & Setoff § 107 (2020) (“A compulsory counterclaim that is not stated prior to 

the conclusion of the action by judgment is generally barred in a subsequent or independent 

action. The failure to file the counterclaim is res judicata of the relief that might have been 

obtained by the counterclaim.”) (footnotes omitted). Whether Ray and Gary employed a 

proper procedure to request their setoffs is a question of law which we review de novo. 

See generally, Kimzey v. Kimzey, 2020 WY 52, ¶ 13, 461 P.3d 1229, 1235 (Wyo. 2020) 

(stating that questions of law are subject to de novo review) (citing Walker v. Walker, 2013 

WY 132, ¶ 44, 311 P.3d 170, 179 (Wyo. 2013); Swaney v. Dep’t of Family Servs., 2011 

WY 105, ¶ 3, 256 P.3d 514, 515 (Wyo. 2011)). 

[¶27] Black’s Law Dictionary 1581 (10th ed. 2014) provides two definitions of the term 

“set-off”: 1. “A defendant’s counterdemand against the plaintiff, arising out of a

transaction independent of the plaintiff’s claim”; or 2. “A debtor’s right to reduce the 

amount of a debt by any sum the creditor owes the debtor.” Under the first definition, a 

claim for a setoff is a true counterclaim, i.e., the parties have existing independent claims 

against each other that will be litigated in the action.3 

A claim for set-off is an independent action which may be 

raised as a counterclaim. It is a claim for affirmative relief, 

3 The question of whether counterclaims are compulsory or permissive is governed by W.R.C.P. 13. Gas 

Sensing Tech. Corp. v. New Horizon Ventures Pty Ltd, 2020 WY 114, ¶¶ 27-29, __ P.3d ____ (Wyo. 2020). 
8

rather than a defense. Generally, set-off must rest on a claim 

enforceable in its own right, and a party cannot avail itself of 

the right to set-off unless it has a legally subsisting cause of 

action in its favor on which it could maintain an independent 

action. In this regard, a defendant who pleads a set-off occupies 

substantially the position of a plaintiff.

80 C.J.S. Set-off and Counterclaim § 3 (2019). We agree this type of claim for a setoff “is 

a required pleading.” Mad River Boat Trips, Inc. v. Jackson Hole Whitewater, Inc., 818 

P.2d 1137, 1140 (Wyo. 1991) (citing W.R.C.P. 13 and United States v. Mitchell, 205 U.S. 

161, 27 S.Ct. 463, 51 L.Ed. 752 (1907)). However, only the substantive counterclaim 

which is the basis for the setoff must be pled. Moreover, as discussed below, this 

requirement of pleading a counterclaim does not apply to the second definition of setoff. 

[¶28] We discussed the requirement of pleading a substantive counterclaim to provide a 

basis for a setoff in Mad River Boat Trips, 818 P.2d at 1137-38. There, the district court 

issued a judgment requiring the appellant to refund payments to the appellee. The appellant 

sought to set off its attorney fees and other damages against the amount it was ordered to 

refund. Id. at 1138. We ruled a setoff was not proper because the appellant did not plead 

claims asserting its right to attorney fees and other damages. Id. at 1140.

[¶29] In contrast, the counterclaims which provided the basis for the setoff in Hollon v. 

McComb, 636 P.2d 513 (Wyo. 1981), were properly pled. The purchasers bought a home 

that was not complete. Id. at 514. They gave the seller a large down payment and a 

promissory note and mortgage for the balance of the purchase price. Id. at 514-15. The 

purchasers sued the seller for poor workmanship and failure to complete their home. Id. 

They sought cancellation of the note and release of the mortgage as reimbursement for the 

expenses they incurred in having someone else complete the home. Id. at 514. The seller

counterclaimed for breach of the promissory note and foreclosure of the mortgage. Id. at 

515. The district court granted judgments in favor of both parties. Id. The court set off 

the lesser amount due the purchasers for the expense of repairing the home against the 

greater amount due the seller on the promissory note. Id. There was no indication in 

Hollon that the parties had to plead setoff as a separate claim. See also, Elk Ridge Lodge, 

Inc. v. Sonnett, 2011 WY 106, ¶ 22, 254 P.3d 957, 963 (Wyo. 2011) (recognizing awards 

on parties’ claim and counterclaim would offset). 

[¶30] The second type of setoff involves a debtor’s right to reduce the amount of a debt 

by any sum the creditor owes the debtor. As explained by the United States Supreme Court 

in Citizens Bank v. Strumpf, 516 U.S. 16, 18, 116 S.Ct. 286, 289, 133 L.E.2d 258 (1995), 

“[t]he right of setoff (also called ‘offset’) allows entities that owe each other money to 

apply their mutual debts against each other, thereby avoiding ‘the absurdity of making A 

pay B when B owes A.’” (quoting Studley v. Boylston Nat. Bank, 229 U.S. 523, 528, 33 

S.Ct. 806, 808, 57 L.Ed. 1313 (1913)). A court has inherent power to order this type of 
9

equitable setoff as part of its enforcement of judgments. Cargill, 891 P.2d at 67. See also, 

Deede v. Deede, 2018 WY 92, ¶ 7, 423 P.3d 940, 942 (Wyo. 2018) (“[T]he ‘decision about 

whether a credit against an outstanding judgment should be allowed is controlled by 

principles of equity.’” (quoting Dorr v. Smith, Keller & Assocs., 2010 WY 120, ¶ 23, 238 

P.3d 549, 554 (Wyo. 2010)) (other citations and quotation marks omitted). As 47 Am. Jur.

2d Judgments § 805 (2020) explains, “[w]hen mutual claims of the parties to an action have 

ripened into judgments, one judgment may be set off against the other. The right to set off 

one judgment against another is an incident of the general jurisdiction of the court over its 

suitors.” When requesting an equitable setoff there is no requirement to separately plead 

it. 47 Am. Jur. 2d Judgments § 808 states: “A party who wishes to have one judgment 

setoff against another generally must apply to the court for such relief[.] . . . The request 

can be made by motion.” 

[¶31] Both definitions of setoff are met in this case. The parties made competing claims 

which were the grounds for the offsetting judgments – the Mantles asserted fraudulent 

transfer claims against Ray and Gary and the Members sued Mr. Mantle for breach of the

MOU he personally guaranteed. These claims were properly pled and before the district 

court when it rendered its judgments. Additionally, Ray and Gary filed a motion for 

equitable setoff of the judgments the parties owed each other. At that point, their request 

for setoff was not based on an unresolved counterclaim but was based on the parties’ debts 

to each other. No separate counterclaim was required or appropriate. Ray and Gary did 

not waive their claims for setoff by failing to plead a separate cause of action. 

C. Propriety of Setoffs

[¶32] The Mantles claim the district court erred by using the judgment against Mr. Mantle 

to offset their judgments against Ray and Gary. They assert the setoffs were improper for 

three reasons – partial assignments of judgments are not allowed; mutuality does not exist; 

and equity does not support them. 

[¶33] “The decision to allow or compel a setoff rests within the sound discretion of the 

trial court.” Cargill, 891 P.2d at 67. Consequently, we review the district court’s decision 

for abuse of discretion. Deede, ¶ 7, 423 P.3d at 942 (citing Dorr, ¶ 24, 238 P.3d at 555; 

Ultra Res. Inc. v. Hartman, 2010 WY 36, ¶ 145, 226 P.3d 889, 934 (Wyo. 2010)). “‘In 

determining whether the district court abused its discretion, we ask whether the district 

court reasonably could have concluded as it did.’” Id. (quoting Welch v. Welch, 2003 WY 

168, ¶ 4, 81 P.3d 937, 938 (Wyo. 2003)). As always, we review questions of law de novo. 

Kimzey, ¶ 13, 461 P.3d at 1235; Walker, ¶ 44, 311 P.3d at 179; Swaney, ¶ 3, 256 P.3d at 

515.

1. Partial Assignment
10

[¶34] The Mantles contend partial assignments of judgments are not permitted. In Stilson 

v. Hodges, 934 P.2d 736, 738 (Wyo. 1997), we held “a judgment creditor may assign his 

rights in the judgment to a third party.” (citing 47 Am. Jur. 2d Judgments § 1011 (1995)). 

Immediately following that quotation, we specifically addressed partial assignments:

The assignment of a part of a debt transfers an equitable 

interest in that part of the debt to the assignee. 6 AM. JUR.

2D Assignments § 81 (1963). In order to prevent the debtor 

from paying the assignor, the assignee must give the debtor 

notice that the assignment has been made. See id. “The general 

rule is that if the debtor pays the assignor after notice of a 

partial assignment of the debt, [the debtor] may be held liable 

in equity by the assignee.” Id. at 262. See also Independent 

National Bank v. Westmoor Electric, Inc., 164 Ariz. 567, 571, 

795 P.2d 210, 214 (Ct.App.1990); Mid–States Sales Company, 

Inc. v. Mountain Empire Dairymen's Association, Inc., 741 

P.2d 342, 347 (Colo.Ct.App.1987).

Id. at 738-39. While the quote about partial assignments does not pertain specifically to 

judgments, Stilson indicates that partial assignments of judgments are allowed in 

Wyoming. See also, Gilroy v. Lowe, 626 P.2d 469, 472-73 (Utah 1981) (approving, with 

some reservations, a partial assignment of judgment); Madison and Pennings, Inc. v. 

Foundation Engineering Co., 390 S.W.2d 48, 50 (Tex. Civ. App. 1965) (“It is permissible 

to transfer only an interest in a judgment.”). 

[¶35] The Mantles assert the emphasized part of Wyo. Stat. Ann. § 1-1-106 prohibits 

partial assignment of judgments: 

When cross demands exist between persons under 

circumstances that if one brought an action against the other, a 

counterclaim or setoff could be set up, neither can be deprived 

of the benefit thereof by assignment by the other, or by his 

death, but the two (2) demands will be deemed compensated 

so far as they equal each other. 

(Emphasis added). We fail to see how Hot Iron’s and Three Way’s partial assignments of 

their judgment against Mr. Mantle deprived the Mantles of the benefit of their judgments 

against Ray and Gary. They still received value for their judgments by having the amount 

Mr. Mantle owed the Members reduced. 
11

[¶36] The Mantles have not given us any reason to reject our decision in Stilson. The 

partial assignments of Three Way and Hot Iron’s judgment against Mr. Mantle to Ray and 

Gary, respectively, were valid. 

2. Mutuality

[¶37] The Mantles assert mutuality is absent because Mr. and Mrs. Mantle are both 

judgment creditors of Ray and Gary, while Ray and Gary only have a judgment against 

Mr. Mantle. In other words, the Mantles claim a lack of mutuality because Mrs. Mantle is 

not a judgment debtor of Ray and Gary.4 

[¶38] Typically, for a court to grant a setoff of judgments, the judgments must be mutual, 

meaning the same parties in the same capacities owe monetary judgments to each other. 

47 Am. Jur. 2d Judgments § 805 (2020); Spratt v. Security Bank of Buffalo, 654 P.2d 130, 

136 (Wyo. 1982) (“Debts to be used as set-offs must be due to and from the same persons 

in the same capacity.” (citing United States v. Clawson, 13 F. Supp. 178 (D.C. Wyo. 

1935)); Mynatt v. Collis, 57 P.3d 513, 534 (Kan. 2002) (“[S]etoff requires mutuality, 

meaning that the same parties owe a sum of money to each other.”). Thus, generally, “a 

judgment . . . obtained against a single defendant . . . cannot be set off with a judgment 

obtained jointly by that defendant and another party, as this would be inequitable to the 

second party.” 47 Am. Jur. 2d Judgments § 811 (2020). This rule was applied in Brown 

v. Farkus, 511 N.E.2d 1143 (Ill. Ct. App. 1986). Sanford and Gloria Brown were awarded 

a judgment against Allen and Eleanor Farkus for breach of an installment contract. Id. at 

1144. Allen was awarded a judgment against Sanford for defamation. Id. The Illinois 

appellate court ruled it would be inequitable to Gloria to set off the judgments. Id. at 1148. 

[¶39] While Brown applied the general rule, it is clear the equities of the situation were 

important in determining whether the setoff was appropriate when the judgments were not 

4

In their opening brief, the Mantles very briefly argue the judgments cannot be offset because there is a 

lack of mutuality between FNB (the assignor to the Mantles) and the Members. The Mantles cite two cases 

in support of this contention, Republic Health Corp. v. Lifemark Hospitals of Florida, Inc., 755 F.2d 1453 

(11th Cir. 1985), and Spratt v. Security Bank of Buffalo, 654 P.2d 130, 136 (Wyo. 1982). Republic Health 

Corp. does not address assignments, mutuality, or setoffs, and the Mantles do not explain how it supports 

their position. They cite Spratt only for the general proposition that for debts to set off, the obligations 

must be mutual. Spratt does not address the question of how mutuality is determined when debts are 

assigned. The Mantles provide additional authority for their assertion in their reply brief. However, reply 

briefs are “limited to such new issues and arguments” raised in the appellees’ brief. Wyoming Rule of 

Appellate Procedure (W.R.A.P.) 7.03. The Mantles are not responding to a new argument but ostensibly 

providing additional authority for the poorly supported argument in their opening brief. Furthermore, the 

additional authority addresses only the general law of subrogation; it does not speak specifically to 

assignments of judgments. Given the lack of cogent argument or citation to pertinent authority, we will not 

further consider this matter. See, e.g., Gowdy v. Cook, 2020 WY 3, ¶ 31, 455 P.3d 1201, 1209 (Wyo. 2020) 

(refusing to address contentions not supported by cogent argument or citation to pertinent authority) 

(citing Wright v. State, 2019 WY 49, ¶¶ 8-9, 440 P.3d 1092, 1094 (Wyo. 2019); Hodson v. Sturgeon, 2017 

WY 150, ¶¶ 6-8, 406 P.3d 1264, 1265-66 (Wyo. 2017)). 
12

mutual. 20 Am. Jur. 2d Counterclaim, Recoupment, Etc. § 52 (2020) recognizes the 

equitable exception to the mutuality requirement: “Courts do have equitable authority . . . 

to recognize cross-claims between litigants lacking mutuality and to set off one against the 

other whenever it becomes necessary for a clear equity or to prevent irremediable 

injustice.” See also, In re Davidson Lumber Sales, Inc., 66 F.3d 1560, 1564 (10th Cir. 1995) 

(“[A] court in equity may permit setoff even when the debts are not mutual in order to 

effect equity and prevent injustice.”); Lewis v. United Joint Venture, 691 F.3d 835, 840 (6th

Cir. 2012) (A court will not set off “an individual debt from a joint debt absent some special 

justification.”); Cohn v. Krauss, 67 N.E.2d 62, 68 (Ohio Ct. App. 1943) (“The general rule 

. . . is that separate debts cannot be set off against joint debts unless there is some special 

equity or equities to justify it.” (citation omitted)). We will, therefore, determine whether 

equitable principles support setoff under the circumstances of this case.5 

3. Equities

[¶40] The district court concluded the equities supported a setoff. The Mantles claim that 

conclusion was erroneous and cite a litany of harms they claim to have suffered at the hands 

of the Defendants. Their assertions of unfair treatment are largely based upon their 

unsuccessful arguments to the district court at trial and to this Court on appeal in Mantle I. 

For example, the Mantles lump together all the defendants named in the case6and assert 

their hands are unclean because they engaged in several fraudulent transfers. The Mantles 

point to payments to Hot Iron for the City of Sheridan project (Mantle I, ¶¶ 95-97, 437 P.3d 

at 791-92), the sale of the Gillette property to GTI (Mantle I, ¶¶ 92-94, 437 P.3d 790-91), 

and the transfer of 16 pickups to WyoDak (Mantle I, ¶¶ 110-116, 437 P.3d at 794-96) as 

examples of the Defendants’ improper actions. The district court rejected those claims, 

and we affirmed in Mantle I. Id. Their unsuccessful claims do not warrant disallowing the 

setoffs. For the same reason, the Mantles’ argument that the equities favor them because 

WyoDak is essentially an alter-ego of North Star is unavailing; they lost that argument in 

Mantle I. Mantle I, ¶¶ 133-39, 437 P.3d at 800-01.

[¶41] The Mantles also claim the Garlands did not detrimentally rely on the MOU because 

they continued to receive their salaries. This claim is factually incorrect. It was 

conclusively established in Mantle I that, at Mr. Mantle’s and Mr. Killmer’s urging, the

5 Setoff would also be appropriate under the law of contracts. “When a contract is payable to two more 

parties jointly, payment may be made to either of them.” Barnard v. Wendling, 627 P.2d 603, 606 (Wyo. 

1981). The Restatement (Second) of Contracts § 299 (1981, updated 2020) states the concept as “any joint 

obligee, unless limited by agreement, has power to discharge the promisor by receipt of a promised 

performance . . ., and tender to one joint obligee is equivalent to tender to all.” Here, Ray and Gary tendered

to Mr. Mantle the value of the Mantles’ judgments against them by discharging the equivalent value of their 

judgment against him. Contract law, then, does not find any inherent inequity in satisfaction of an 

obligation to joint obligees through payment to one of them. The same principle logically applies here.

6 The Mantles’ arguments regarding other defendants are of questionable importance to balancing the 

equities between the Mantles and Ray and Gary. 
13

Garlands continued to receive their salaries, not as employment income, but as interest on 

the North Star purchase price in lieu of an immediate down payment. Mantle I, ¶¶ 14, 66, 

437 P.3d at 770, 783. The Mantles also claim the Defendants benefitted from the FNB 

loan, but improperly refused to pay it. We do not perceive that circumstance weighs any 

heavier against the Defendants than Mr. Mantle’s failure to comply with the MOU weighs 

against him. 

[¶42] The Mantles point to our ruling in Mantle I, ¶¶ 117-21, 437 P.3d at 797-98, that the 

Garlands were not entitled to assert their equitable defenses because they came to the court 

with unclean hands as indicating the district court should not have allowed an equitable 

setoff. Our ruling in Mantle I looked only at the conduct of the Garlands to determine if 

they were entitled to assert equitable defenses. Id. By contrast, the task of the district court 

with regard to Ray’s and Gary’s claims for equitable setoff was to balance the equities of 

the parties. 

[¶43] While Ray’s and Gary’s hands were unclean because they engaged in some transfers 

to the detriment of North Star’s creditors, Mr. Mantle’s hands were also unclean. His 

improper actions were detailed in Mantle I, ¶¶ 76, 78, 437 P.3d at 785-86. There, we said 

the record supported the district court’s findings that Mr. Mantle made affirmative 

misrepresentations to the Garlands regarding North Star’s finances. Id., ¶ 78, 437 P.3d at 

786. He knowingly engaged in activities, including signing the FNB loan documents, in 

violation of the covenants in a loan North Star had with American National Bank. Id., ¶ 

76, 437 P.3d at 785. We also noted in Mantle I, ¶ 120, 437 P.3d at 797-98, “Mr. Mantle 

certainly played a role in creating the circumstances that led to the (fraudulent) 

conveyances.” 

[¶44] As to Mrs. Mantle’s involvement in this case, she was a joint owner of the securities 

used as collateral for the FNB loan and she personally guaranteed the loan. Mantle I, ¶ 15, 

437 P.3d at 771. Later, she participated in the purchase of the FNB note and this litigation. 

Id., ¶ 40, 437 P.3d at 777. It is clear she put her personal financial resources at risk in 

support of Mr. Mantle’s business goals. Given she voluntarily entered the fray, the setoff 

is not inequitable to her. Under the circumstances of this case, we have no difficulty 

concluding the district court did not abuse its discretion in using the judgment against Mr. 

Mantle to offset the judgments the Mantles held against Ray and Gary. 

D. Combined Motion for Protective Order and Motion for Setoff

[¶45] Ray’s “Motion for Protective Order with Respect to Discovery in Aid of Execution,

Together with Motion to Allow Setoff and Declare Judgment Satisfied” was brought in 

part under W.R.C.P. 26(c). Gary joined in the setoff portion of Ray’s motion. The Mantles 

claim it was improper for Ray and Gary to file a motion for setoff under W.R.C.P. 26(c),

and they violated the requirement to confer before filing their motion for a setoff. 
14

[¶46] Rule 26(c) states in pertinent part: 

(1) In General. A party or any person from whom 

discovery is sought may move for a protective order in the 

court where the action is pending--or as an alternative on 

matters relating to a deposition, in the court for the district 

where the deposition will be taken. The motion must include a 

certification that the movant has in good faith conferred or 

attempted to confer with other affected parties in an effort to 

resolve the dispute without court action. The court may, for 

good cause, issue an order to protect a party or person from 

annoyance, embarrassment, oppression, or undue burden or 

expense, including one or more of the following:

(A) forbidding the disclosure or discovery;

. . . 

(D) forbidding inquiry into certain matters, or limiting 

the scope of disclosure or discovery to certain matters[.]

(Emphasis added).

[¶47] The district court recognized Ray’s filing included two motions in a single 

document – a motion under Rule 26(c) for an order of protection from the Mantles’ 

discovery requests in aid of execution on their fraudulent transfer judgment against him 

and a motion for an order declaring the judgment satisfied through setoff. Because both 

motions addressed the Mantles’ efforts to execute on their judgment against Ray and the 

need for a protective order depended upon the resolution of the setoff issue, Ray 

understandably filed them together. The Mantles point to no authority indicating it is 

improper to combine more than one motion in a single filing. To the contrary, we have 

considered combined motions in other civil cases. See, e.g., Mitchell v. Preston, 2019 WY 

41, ¶¶ 1 n.1, 13, 439 P.3d 718, 719 n.1, 721 (Wyo. 2019) (combined motion to establish 

tribal jurisdiction and motion for change of venue); Elworthy v. First Tennessee Bank, 2017 

WY 33, ¶ 17, 391 P.3d 1113, 1118 (Wyo. 2017) (combined motion to dismiss and motion 

for judgment on the pleadings); Jensen v. Fremont Motors Cody, Inc., 2002 WY 173, ¶ 1, 

58 P.3d 322, 324 (Wyo. 2002) (combined motion for judgment as a matter of law and 

motion for a new trial). 

[¶48] The motion for setoff was not a discovery dispute governed by Rule 26(c); therefore, 

Ray and Gary had no duty to confer prior to filing it. While Ray may have had a duty to 

confer prior to filing the motion for protective order, the Mantles do not specifically 

challenge the district court’s grant of the protective order. As the district court correctly 

stated, “the motion for setoff and the motion for protective order were joined in a single 
15

pleading[;] it [would be] nonsensical to deny [the motion for setoff] because [Ray] did not 

confer before filing the motion for a protective order.”

E. Exemption

[¶49] The Mantles claim a writ of execution/garnishment or some “other form of 

attachment” on their judgments against Ray and Gary is a prerequisite to application of the 

setoffs. They argue a separate collection action would give them the opportunity to 

demonstrate the judgments are exempt from execution because they hold them as tenants 

by the entirety. 

[¶50] After Hot Iron and Three Way assigned part of their judgment against Mr. Mantle 

to Ray and Gary, the Mantles presented two documents they claimed accomplished an

assignment of the fraudulent transfer judgments to themselves as husband and wife. The 

first was a “Declaration and Agreement as to Title and Interests.” The Mantles listed the 

loan documents they obtained by assignment from FNB and declared they acquired their 

rights as husband and wife, tenants by the entirety. In the same document, the Mantles 

transferred their interest in the loan documents to themselves as husband and wife. The 

Declaration did not mention their judgments against North Star, Gary or Ray. To remedy 

that omission, on May 23, 2018, the Mantles assigned the judgments to themselves as 

husband and wife, tenants by the entirety. 

[¶51] The Mantles offer no authority to support their claims that an additional step in 

collection of a judgment is necessary to accomplish a setoff or that they should be allowed 

to assert that their judgments were exempt from execution in a separate proceeding. Given 

the lack of cogent argument or citation to pertinent authority, we will not further consider 

this matter. Gowdy, ¶ 31, 455 P.3d at 1209; Wright, ¶¶ 8-9, 440 P.3d at 1094; Hodson, ¶¶ 

6-8, 406 P.3d at 1265-66. Furthermore, their assignment of the judgments to themselves 

as tenants in the entirety was improper under § 1-1-106 because it would deprive Ray and 

Gary, holders of a cross demand, of the benefit of their claim by making the judgments 

held by the Mantles’ exempt from execution. As we stated above, § 1-1-106 prohibits 

assignments which would deprive a person of the benefit of his claim. 

II. Killmer Settlement Funds

[¶52] To provide context for our discussion of the Killmer Settlement Funds, we will 

provide some additional factual background. After North Star and the Members settled 

with Mr. Killmer and, subsequently, with his malpractice carrier, they moved to dismiss 

their third-party complaint against Mr. Killmer and for approval of their plan to distribute 

the settlement proceeds. North Star and the Members acknowledged there were various 

attorney liens against the proceeds and asserted North Star did not have sufficient funds to 

pay its attorney and accounting fees. However, they recognized that “counsel, experts, and 

accountants [had] rendered services for North Star” so they proposed splitting “the funds 
16

in equal shares.” North Star’s and the Members’ plan for distribution of the settlement 

funds was presented to the court under seal. 

[¶53] The Mantles objected to the motion to approve the settlement distribution, claiming 

there was no justiciable controversy. They maintained the proposal to distribute the funds 

appeared to be some sort of “informal declaratory judgment action” which had not been 

properly brought. The Mantles claimed the “relief requested would appear to be better 

presented as part of a receivership proceeding or something similar.” The district court 

dismissed Mr. Killmer from the case, but ruled it had “no jurisdiction over any other relief 

requested in [the] motion.” 

[¶54] The parties subsequently stipulated to having $121,271 of the Killmer Settlement 

Funds “on behalf of North Star” deposited with the clerk of court. The district court 

approved the deposit, required North Star’s creditors be notified, and ordered the funds to 

remain on deposit until after the trial.7

[¶55] The case proceeded to a bench trial; however, no cause of action pertaining to the 

Killmer Settlement Funds was tried. When the Mantles attempted to question Ray about 

the allocation of the settlement funds, the Defendants objected. The Mantles withdrew the 

question, and the district court did not rule on the admissibility of the evidence. In a 

confusing question, the Mantles asked Gary how he intended “to allocate the settlement 

payment that Hot Iron received from [Mr.] Killmer’s insurance company between [Mr. 

Mantle and Mr. Killmer.]” Gary could not answer the question. The “Order After Bench 

Trial” did not address the settlement funds. 

[¶56] After the trial, the Mantles filed a “Motion for Further Findings of Fact and to Alter 

or Amend ‘Order After Bench Trial.’” They requested the district court “make further 

findings as to the application of the settlement funds received by [North Star and the 

Members] from [Mr.] Killmer and grant a remittitur or otherwise alter or amend the 

judgment in order to reduce it by the amount of the settlement[.]” The district court denied 

their motion. 

[¶57] While Mantle I was pending, the Mantles requested the district court order “that 

those proceeds arising from the settlement of the claims against [Mr.] Killmer that have 

7 The record on appeal contains several orders purportedly addressing the Killmer Settlement Funds, but 

the attendant motions which would provide context for the orders are not included as part of the record. 

The “Order Granting Stipulated Motion to Deposit Funds” with the clerk of court is one such order as the 

record does not include the stipulated motion. The Mantles also direct us to an “Order Denying Interpleader 

and Order to Hold Funds.” In that order, the district court denied Debra R. Vandel’s motion seeking “an 

Order of Interpleader authorizing the deposit of funds into the Registry of the Court for the purpose of 

resolution of issues of payment to various creditors.” The record does not show how Ms. Vandel is 

connected to this case or what funds she sought to deposit. 
17

not yet been paid over to the Clerk of this Court be turned over for distribution to North 

Star’s creditors.” They contended the Members’ claims against Mr. Killmer were 

derivative of North Star’s claims, the Members did not have standing to assert direct claims 

against Mr. Killmer, and the Killmer Settlement Funds should be payable only to North 

Star’s creditors. Mantle II, ¶ 20, 441 P.3d at 847. The Members responded that their claims 

were not derivative as they had been individually harmed by his actions. They also argued 

that, given the Mantles were not parties to the suit against Mr. Killmer or the settlement, 

the Mantles could not assert any right to the settlement proceeds. In response, the Mantles 

stated they had standing to assert a claim against the Killmer Settlement Funds. 

[¶58] The district court ruled it did not have enough facts before it to decide the motion 

and “[f]urther litigation may be needed to resolve this dispute.” Mantle II, ¶ 21, 441 P.3d 

at 847. The district court distributed the $121,271 of the Killmer Settlement Funds on 

deposit with the clerk of court to North Star’s creditors on a first come, first serve basis. 

Mantle II, ¶¶ 29-32, 441 P.3d 849-50. In Mantle II, we declined to consider any issues 

regarding the Killmer Settlement Funds which were not on deposit with the court because 

there was no final ruling by the district court regarding those funds and remanded for 

further proceedings. Id., ¶¶ 23-24, 441 P.3d at 847-48. We affirmed the district court’s 

distribution of the funds on deposit. Id., ¶¶ 29-32, 441 P.3d at 849-50. 

 

[¶59] On remand, the district court made the following observations and rulings regarding 

the Mantles’ claim to the remainder of the Killmer Settlement Funds:

14. [The Mantles] chose not to pursue any claims against 

Mr. Killmer, and the Defendants dismissed Mr. Killmer from 

the action after the negotiated settlement. [The Mantles] never 

amended their pleadings to challenge the Killmer Settlement 

as a fraudulent transaction. As such, issues relating to the 

Killmer Settlement [F]unds were simply not litigated at the 

trial. Most of the information the [c]ourt has about the 

settlement is in the form of unsworn representations made by 

counsel in their various pleadings. 

15. Further, the Killmer Settlement agreement is a contract 

between the Defendants and a third party. The terms of that 

contract were not litigated at trial, nor were the Defendants 

given an opportunity at trial to contest [the Mantles’] standing 

to challenge a contract to which they were not parties. 

16. Because the disposition of the Killmer Settlement 

[F]unds was not litigated at the trial, the Court could not make 

additional findings on that issue as requested in the post-trial 

motions, and it cannot do so now without further litigation. 
18

Thus, it appears that this issue is not properly before the [c]ourt 

at this time. 

[¶60] We have more information regarding the Killmer Settlement Funds in this appeal 

than we did in Mantle II. The Mantles are seeking to collect their judgment against North 

Star by making a claim against the remainder of the settlement funds as a North Star asset. 

We read Paragraph 16 of the district court’s order as concluding there was no subject matter 

jurisdiction over the remainder of the Killmer Settlement Funds. “Jurisdiction is a question 

of law reviewed de novo.” Williams v. Sundstrom, 2016 WY 122, ¶ 10, 385 P.3d 789, 792 

(Wyo. 2016) (citing Golden v. Guion, 2016 WY 54, ¶ 11, 375 P.3d 719, 722 (Wyo. 2016)).

[¶61] We agree the district court did not have subject matter jurisdiction over the portion 

of the Killmer Settlement Funds which was not deposited with the clerk of court. No party 

asserted a cause of action regarding those funds. For example, the Mantles did not allege 

North Star or the Garlands had fraudulently transferred those funds to the Members, 

making them unavailable for collection by North Star’s creditors. The lack of a claim for 

fraudulent transfer of the settlement funds stands in contrast to the Mantles’ fraudulent 

transfer claims against the Garlands. See Mantle I, ¶¶ 86-116, 437 P.3d at 788-96. 

[¶62] The district court properly addressed its authority over the Killmer Settlement Funds 

early in this case when it denied North Star and the Members’ motion to approve the 

distribution of the settlement funds. At the Mantles’ urging, the district court ruled it did 

not have jurisdiction over the funds at that time. Regarding the funds which were not 

deposited with the district court, that circumstance remained true. There was simply no 

claim regarding those funds before the district court. The $121,271, by contrast, was under 

the district court’s jurisdiction as a result of the stipulated order depositing the funds with 

the clerk of court. 

CONCLUSION

[¶63] We affirm the district court in all respects. Ray and Gary were entitled to use the 

assigned portions of the judgment against Mr. Mantle to satisfy the judgments the Mantles 

had against them for fraudulent transfers. The district court did not have jurisdiction over 

the portion of the Killmer Settlement Funds not deposited with the district court.