IN RE: GOFF CORP. (2024)

ORDER DISMISSING APPEAL

This is an appeal from a district court order granting a motion to cancel shares of stock, which was certified as final under NRCP 54(b), and from a district court order denying a motion for reconsideration. Eighth Judicial District Court, Clark County; Timothy C. Williams, Judge.

This matter was initiated by Custodian Ventures, LLC (Custodian Ventures), which sought to become the corporate custodian for Nevada corporation Goff Corp. (Goff). After Custodian Ventures was appointed as Goffs corporate custodian, respondent George Sharp was appointed to replace Custodian Ventures as Goffs corporate custodian. Sharp later moved to cancel appellant Warwick Calasse's 50 million shares of Goff common stock and 5 million shares of Goff preferred stock. The district court granted Sharp's motion. Soon thereafter, Calasse moved for reconsideration of the order cancelling his shares pursuant to EDCR 2.24, relief pursuant to NRCP 60, or alternatively for NRCP 54(b) certification to make the order cancelling his shares appealable. The district court denied Calasse's request for reconsideration and for NRCP 60 relief but granted the request to certify the order cancelling his shares as final pursuant to NRCP 54(b). Calasse then filed this appeal. This court issued an order to show cause as it was unclear whether Calasse was a party below and had standing to appeal. Calasse v. Sharp, Docket No. 84758 (Nov. 8, 2022) (Order to Show Cause). After considering the responses, this court deferred ruling on the standing issue pending further briefing. Calasse v. Sharp, Docket No. 84758 (May 12, 2023) (Order Reinstating Briefing).

As a court of limited jurisdiction, we may entertain an appeal only where the appeal is authorized by statute or court rule. Valley Bank of Nev. v. Ginsburg, 110 Nev. 440, 444, 874 P.2d. 729, 732 (1994). NRAP 3A(a), governing standing to appeal, provides that “[a] party who is aggrieved by an appealable judgment or order may appeal from that judgment or order, with or without first moving for a new trial.” We have “consistently taken a restrictive view of those persons or entities that have standing to appeal as parties.” Ginsburg, 110 Nev. at 446, 874 P.2d at 734. Thus, we have held “that, in Nevada, a person or entity is not a party within the meaning of NRAP 3A(a) unless that person or entity has been served with process, appeared in the court below and has been named as a party of record in the trial court.” Id. at 448, 874 P.2d at 735. Here, regardless of whether Calasse was served with process, and although he appeared below, it is undisputed that he has not been named a party of record in the trial court. Thus, Calasse lacks standing to appeal the district court's order cancelling his shares.

Calasse nevertheless urges that he has standing to appeal under Callie v. Bowling, 123 Nev. 181, 160 P.3d 878 (2007). We disagree. In Callie, we did not address whether the appellant had NRAP 3A(a) standing to appeal. Moreover, to the extent Callie can be interpreted as holding that a party whose due process rights have been violated may appeal even when not a named party below, Callie is distinguishable. In the suit underlying the appeal in Callie, a claimant got an out-of-state judgment against the appellant's company, domesticated the judgment in Nevada, and sought to amend the judgment to add the appellant as an alter ego. 123 Nev. at 184-84, 160 P.3d at 879-80. Given those circumstances, we concluded that the appellant's due process rights were violated because he was rendered individually liable without receiving notice and opportunity to be heard. Id. In contrast, Calasse had notice of and an opportunity to be heard by (1) filing an opposition to Sharp's motion to cancel his shares, where Calasse conceded that he “learned of Gary Sharp's appointment as custodian of Goff and his instant motion”; (2) participating in the hearing on Sharp's motion to cancel Calasse's shares via his attorney, who was present at the hearing; and (3) filing the motion for reconsideration of relief from the order cancelling his shares, in which he was represented by different counsel. Calasse, therefore, undeniably had notice and an opportunity to be heard on the motion to cancel his shares. Thus, we are not persuaded by Calasse's argument that he has standing to appeal under Callie.

Calasse also argues that he has standing due to the “unique character” of NRS Chapter 78 proceedings, which he contends are functionally similar to probate or class action proceedings. Calasse fails to cite any authority holding that NRS Chapter 78 proceedings, or more broadly that proceedings related to private corporations, are similar enough that our standing caselaw in those contexts may apply to proceedings under NRS Chapter 78. Thus, we need not address this argument. See Edwards v. Emperor's Garden Rest., 122 Nev. 317, 330, 130 P.3d 1280, 1288 (2006) (holding that an appellant must present relevant authority in support of his or her contentions).

We decline Calasse's invitation to treat this appeal as a writ petition because Calasse's briefs do not comply with the statutory and rule-based requirements for writ petitions. Smith v. Eighth Jud. Dist. Ct., 107 Nev. 674, 677, 818 P.2d 849, 851 (1991) (“[T]he issuance of a writ of mandamus or prohibition is purely discretionary with this court.”); see also NRS 34.170 (providing that a writ of prohibition shall issue “on the application of the party beneficially interested”); NRAP 21(a) (outlining format and content requirements specific to writs of mandamus and prohibition). In declining the invitation to treat this appeal as a writ petition, we express no opinion on the merits of any writ petition that may be filed.

Because Calasse fails to demonstrate standing to appeal, we lack jurisdiction over this appeal. We therefore

ORDER this appeal DISMISSED.

Stiglich, J.

Pickering, J.

Parraguirre, J.