ORDER OF THE COURT
The [c]ourt hereby issues an injunction finding [Mr.] Clement has been lawfully removed as a Manager of [Cowboy Racing]. [Mr.] Clement is enjoined from holding himself out as a Manager or other individual with authority to bind [Cowboy Racing].
The [c]ourt makes no findings or conclusions regarding [Mr.] Clement or [Dillinger's]'s interest in Cowboy Racing. Based on the evidence presented at the preliminary hearing, the [c]ourt makes no findings or conclusions that whether [sic] [Mr.] Clement has interfered with [Cowboy Racing]'s business dealings. Further, this [c]ourt's [o]rder does not restrain [Mr.] Clement's First Amendment right to speak about [Cowboy Racing], so long as he does not do so as a purported Manager or decision[ ]maker for the company. [Mr.] Clement is not restrained from expressing any disagreements he may have with the Edwards family, or his disagreements with this [c]ourt's ruling.
The [c]ourt finds that pursuant to Wyo. R. Civ. P. 65(c), a bond of $1,000 is sufficient and proper to provide security to pay possible costs and damages sustained by [Mr.] Clement in the event he is found to have been wrongfully enjoined or restrained.
WHEREFORE, IT IS HEREBY ORDERED: [Mr.] Clement is enjoined from acting or holding himself out as a Manager or decision[ ]maker for [Cowboy Racing].
IT IS FURTHER ORDERED: Plaintiffs shall deposit a $1,000 bond with the Clerk of District Court for the First Judicial District within two (2) business days of entry of this Order.
This Preliminary Injunction Order shall remain in place throughout this litigation or until such time as terminated by
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the [c]ourt. This appeal timely followed.
STANDARD OF REVIEW
[¶11] Although a preliminary injunction is authorized by statute,"[b]y its nature, however, it remains a form of equitable relief. We therefore review an order granting a preliminary injunction for an abuse of discretion." Degenfelder v. Wyo. Educ. Ass'n, 2026 WY 54, ¶ 19,
589 P.3d 346, 353-54 (Wyo. 2026) (citation modified); Wyo. Stat. Ann. § 1-28-102 (2025). We review the district court's factual findings for clear error and its conclusions of law de novo. Brown v. Best Home Health & Hospice, LLC, 2021 WY 83, ¶ 9, 491 P.3d 1021, 1026 (Wyo. 2021). "A finding of fact is clearly erroneous when, although there is evidence to support it, the reviewing court on the entire evidence is left with the definite and firm conviction that a mistake has been committed." Id. (quoting Pagel v. Franscell, 2002 WY 169, ¶ 7, 57 P.3d 1226, 1229 (Wyo. 2002)). "[W]e review the evidence in the light most favorable to the prevailing party." Id. (citing Wyo-Ben, Inc. v. Van Fleet, 2015 WY 146, ¶¶ 20, 31, 361 P.3d 852, 858, 861 (Wyo. 2015)).
[¶12] The purpose of a preliminary injunction is to preserve the status quo during pending litigation until the merits of the action can be determined. Degenfelder, 2026 WY 54, ¶ 20,
589 P.3d at 354 (quoting Brown, 2021 WY 83, ¶ 7, 491 P.3d at 1026). A preliminary injunction will be granted only "upon a clear showing of probable success on the merits of the suit and possible irreparable injury to the plaintiff, lest the proper freedom of action of the defendant be circumscribed when no wrong has been committed." Id. "An injury is irreparable where it is of a peculiar nature, so that compensation in money cannot atone for it." Brown, ¶ 7, 491 P.3d at 1026 (citation omitted).
DISCUSSION
[¶13] To obtain a preliminary injunction, EFTI and Cowboy Racing had to show a likelihood of success on the merits of their declaratory judgment claim and that they would suffer irreparable harm if the district court did not issue the injunction. Degenfelder, 2026 WY 54, ¶ 42, 589 P.3d at 358; Brown, 2021 WY 83, ¶ 7, 491 P.3d at 1026. Unlike most appeals from the grant of a preliminary injunction, Mr. Clement does not allege Appellees failed to demonstrate irreparable harm or a likelihood of success on the merits. Instead, he claims the district court's ruling was "procedurally irregular" because, rather than granting a preliminary injunction, the district court effectively issued "a legal ruling on the meaning of conflicting provisions within the company's Operating Agreement." Mr. Clement claims it was improper for the district court to "definitively resolve any questions about the management of Cowboy Racing by interpreting the LLC's Operating Agreement as a matter of law." He asserts the district court "resolve[d] a key disagreement in this case without notice and without discovery[,]" by issuing an injunction which "holds that Mr.
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Clement can be lawfully removed from his position as co-manager of Cowboy Racing by [Appellees] without cause."
[¶14] Appellees assert the district court "was well within its authority to interpret the Operating Agreement and make a preliminary ruling based upon the arguments and evidence presented at [that] stage in the proceedings." They assert nothing in the district court's order precludes Appellants from "engag[ing] in the typical discovery, motions practice, and presentation of evidence and theories at trial."3 [¶15] "Generally, a preliminary injunction will not be awarded where its effect is to give the principal relief plaintiff seeks without bringing the cause to trial." Simpson v. Petroleum, Inc., 548 P.2d 1, 3 (Wyo. 1976) (citations omitted). Under Rule 65(a)(2) of the Wyoming Rules of Civil Procedure (W.R.C.P.), the district court may order the trial on the merits to be "advanced and consolidated" with the hearing on the application for the preliminary injunction either "[b]efore or after beginning the hearing on a motion for a preliminary injunction . . . ." Although there is nothing in the language of W.R.C.P. 65(a)(2) describing the type of notice that is required prior to the district court ordering such a consolidation, our case law interpreting W.R.C.P. 65(a)(2) and the case law interpreting its federal counterpart unmistakably requires "some form of notice" to be given. See Simpson, 548 P.2d at 2 (stating "the parties must have some form of notice" that a hearing on a preliminary injunction has been consolidated with a trial on the merits); Univ. of Texas v. Camenisch, 451 U.S. 390, 395, 101 S. Ct. 1830, 1834, 68 L. Ed. 2d 175 (1981) (stating before the court may order consolidation of a preliminary injunction and
"an expedited decision on the merits" under F.R.C.P. 65(a)(2), the parties should "receive clear and unambiguous notice of the court's intent to consolidate the trial and the hearing either before the hearing commences or at a time which will still afford the parties a full opportunity to present their respective cases."). There is nothing in the record to indicate the district court ever notified the parties of its intent to consolidate the proceedings in this case. Therefore, the parties "appeared at the hearing expecting to defend only against the granting of a preliminary injunction." Simpson, 548 P.2d at 2. They did not expect to "walk away from that hearing saddled with" an order that resolved the declaratory judgment claim regarding the interpretation of the removal provisions of the Operating Agreement. Id. [¶16] Although the proceedings had not been consolidated, the district court phrased its order as a final conclusion Mr. Clement was lawfully removed as a Manager of Cowboy Racing. It should not have done so. See Brown, 2021 WY 83, ¶ 12, 491 P.3d at 1027 (holding it was improper for the district court to phrase its preliminary injunction ruling as a final conclusion on the interpretation of a non-compete agreement when there had been
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no consolidation). "When ruling on a request for a preliminary injunction, the court does not make a final decision on the merits; it considers whether the petitioner has clearly shown it is likely to succeed in proving its claim." Id. Although the district court should not have phrased its order as a final conclusion, this does not merit automatic reversal. See id. Instead, our task on appeal is to determine whether the district court could have reasonably concluded Cowboy Racing and EFTI were likely to succeed on the merits by proving Mr. Clement had been lawfully removed as a Manager. See id. at ¶ 13, 491 P.3d at
1027.
[¶17] To determine whether EFTI and Cowboy Racing were likely to succeed on the merits, the district court necessarily had to interpret the Operating Agreement. See, e.g., Brown, 2021 WY 83, ¶¶ 10-31, 491 P.3d at 1027-32 (interpreting a non-compete provision in a contract to determine if plaintiff was likely to succeed on the merits or its request for a preliminary injunction enjoining defendants from working for competitors while the litigation was pending); Lengyel-Fushimi v. Bellis, 242 A.D.3d 727, 730-32 (N.Y. App. Div. 2025) (interpreting a company's operating agreement to determine if the plaintiff was likely to succeed on the merits of his request for a preliminary injunction enjoining the other members from removing him as a manager); Apple Glen Crossing, LLC v. Trademark Retail, Inc., 784 N.E.2d 484, 488-90 (Ind. 2003) (interpreting a company's operating agreement to determine if plaintiff was likely to succeed on the merits of its request for a preliminary injunction enjoining its removal as a manager). In undertaking that analysis, the district court first had to determine whether the Operating Agreement was ambiguous. See, e.g., Van Vlack v. Van Vlack, 2023 WY 104, ¶ 20, 537 P.3d 751, 757 (Wyo. 2023). The district court concluded the Operating Agreement was unambiguous, and Section 5.4 authorized EFTI and Cowboy Racing to remove Mr. Clement without cause. Mr. Clement argues the district court erred and the Operating Agreement is ambiguous because it contains conflicting provisions regarding whether he can be removed without cause. [¶18] "Contract interpretation is a matter of law which we consider de novo." Jones v. Young, 2025 WY 130, ¶ 44, 580 P.3d 1026, 1038 (Wyo. 2025) (citation omitted). A contract is ambiguous if its meaning is obscure "because of indefiniteness of expression, or because a double meaning is present." Id. at ¶ 46, 580 P.3d at 1038 (quoting Van Vlack, ¶ 20, 537 P.3d at 757). Our standard for interpreting contracts is well known:
the words used in the contract are afforded the plain meaning
that a reasonable person would give them. When the provisions
in the contract are clear and unambiguous, the court looks only to the "four corners" of the document in arriving at the intent of the parties. In the absence of any ambiguity, the contract will be enforced according to its terms because no construction is
appropriate.
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Id. at ¶ 45, 580 P.3d at 1038 (quoting Morrison v. Hinson-Morrison, 2024 WY 96, ¶ 16,
555 P.3d 944, 952 (Wyo. 2024). "If two provisions of the same contract irreconcilably conflict with each other, the language of the contract is ambiguous." Larson v. Burton Constr., Inc., 2018 WY 74, ¶ 37, 421 P.3d 538, 549 (Wyo. 2018) (Kautz & Davis, JJ., dissenting) (quoting Klapp v. United Ins. Grp. Agency, Inc., 468 Mich. 459, 467, 663 N.W.2d 447, 453 (2003)). However, we construe the contract as a whole, attempting to avoid rendering any portion meaningless, and "[w]e strive to reconcile by reasonable interpretation any provisions which apparently conflict before adopting a construction which would nullify any provision." Purcella v. Purcella, 2011 WY 124, ¶ 14, 258 P.3d 730, 734-35 (Wyo. 2011) (citation omitted).
[¶19] In this case, Section 5.4 prohibits a "Manager" from "caus[ing] Ryan Clement to be removed as a Manager for any reason other than cause" "without the express written consent of Members holding at least a Majority Interest" until certain debts have been paid and Cowboy Racing has been operating profitably for at least six months. Section 5.2 of the Operating Agreement appointed Mr. Edwards and Mr. Clement as the "initial Managers," but allowed the number of Managers to be changed "by the affirmative vote of Members holding a Majority Interest . . . ." Each Manager would "hold office until . . . removed pursuant to Section 5.[11]4." As discussed above, Section 5.11 allows a Manager to be removed "for gross negligence, fraud, deceit or intentional misconduct" at a meeting that is called expressly for the purpose of removing that Manager. [¶20] Contrary to Mr. Clement's assertion, these provisions do not irreconcilably conflict or render the Operating Agreement ambiguous. The Operating Agreement can be given a reasonable interpretation that reconciles any apparent conflict between these provisions. See Purcella, 2011 WY 124, ¶ 14, 258 P.3d at 734-35. Under Section 5.11, any Manager could call a special meeting for the purpose of removing another Manager "for gross negligence, fraud, deceit or intentional misconduct." However, if a Manager, like Mr. Edwards, wanted to remove Mr. Clement as a Manager for reasons other than those listed in Section 5.11, then under Section 5.4, he (or she) needed the "express written consent of Members holding at least a Majority Interest." When these provisions are read together, the Operating Agreement provides two alternative methods for removing Mr. Clement, and these provisions do not irreconcilably conflict with each other. The district court did not err in its preliminary determination that the Operating Agreement is unambiguous. [¶21] The district court's order only discusses Appellees' likelihood of success on the merits under its preliminary interpretation of Section 5.4.5When viewed in a light most
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favorable to Appellees, the record supports a conclusion Cowboy Racing and EFTI were likely to succeed on the merits of proving Mr. Clement had been removed with the express written consent of the Members holding a Majority Interest under Section 5.4. The record shows EFTI holds a 51% interest in Cowboy Racing and represented the majority membership. It further shows EFTI held a special meeting in February 2025 with the express purpose of removing Mr. Clement as a Manager. At that meeting, EFTI voted to remove Mr. Clement. Further, both the minutes of the February 2025 Special Meeting and the June 2025 Resolution were signed by Mr. Edwards on behalf of EFTI. Therefore, there are two documents containing the "express written consent" of the "Member holding the Majority Interest" to Mr. Clement's removal as a Manager as required by Section 5.4 of the Operating Agreement. Based on this evidence, the district court could reasonably conclude EFTI and Cowboy Racing were likely to succeed on the merits of their claim that Mr. Clement had been lawfully removed as a Manager.
[¶22] Despite any purported finality in the phrasing of the district court's order, this is a preliminary ruling that applies only to the Appellees' request for a preliminary injunction. It is not a decision on the merits of Appellees' declaratory judgment claim. The parties may present additional evidence regarding the propriety of Mr. Clement's removal and any alternative interpretations of the Operating Agreement at the trial on the merits. See Brown, 2021 WY 83, ¶ 12, 491 P.3d at 1027.
CONCLUSION
[¶23] The district court did not abuse its discretion when it granted the preliminary injunction. Appellees established they were likely to succeed on the merits of their claim regarding the lawfulness of Mr. Clement's removal as a Manager of Cowboy Racing. Although the district court incorrectly phrased its preliminary injunction order as a final conclusion on the interpretation of the Operating Agreement when there had been no consolidation as allowed by W.R.C.P. 65(a)(2), the parties may present additional evidence regarding the lawfulness of Mr. Clement's removal and any alternative interpretations of the Operating Agreement at the trial on the merits. Affirmed.
Section 5.11. EFTI held a special meeting in February 2025 with the express purpose of removing Mr. Clement as a Manager, as required by Section 5.11 At that meeting EFTI voted to remove Mr. Clement due to his "unilateral authorization" of attorney's fees that had not been approved by any other member. This evidence provides this Court an alternative reason to affirm the district court's decision. See, e.g., Blair
v. State, 2022 WY 121, ¶ 22, 517 P.3d 597, 602 (Wyo. 2022) (stating the Court "can affirm an evidentiary ruling 'on any legal ground appearing in the record'").
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