Fusion Capital Fund II, LLC v. Ham

Dist. Ct. erred in finding that defendants-sole stockholders and Bd. members of insolvent corporation owed plaintiff $1.2 million in legal fees associated with plaintiff's underlying lawsuit against corporation alleging tortious interference. While plaintiff and corporation entered into contract that covered instant award of attorney fees, Dist. Ct. could not, under Nevada law, impose said fees on instant stockholders since plaintiff was aware of corporation's insolvency at time contract had been effectuated. Moreover, plaintiff had not required that instant defendants be guarantors of corporation's debts.