1955 Nola Holdings, L.L.C. v. Windy Hill Pictures L.L.C.

CourtLouisiana Court of Appeal
DecidedOctober 2, 2023
Docket2023-CA-0050
StatusPublished

This text of 1955 Nola Holdings, L.L.C. v. Windy Hill Pictures L.L.C. (1955 Nola Holdings, L.L.C. v. Windy Hill Pictures L.L.C.) is published on Counsel Stack Legal Research, covering Louisiana Court of Appeal primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
1955 Nola Holdings, L.L.C. v. Windy Hill Pictures L.L.C., (La. Ct. App. 2023).

Opinion

Corrected Copy

1955 NOLA HOLDINGS, L.L.C. * NO. 2023-CA-0050

VERSUS * COURT OF APPEAL WINDY HILL PICTURES * L.L.C. FOURTH CIRCUIT * STATE OF LOUISIANA *******

APPEAL FROM CIVIL DISTRICT COURT, ORLEANS PARISH NO. 2021-06205, DIVISION “L” Honorable Kern A. Reese, Judge ****** Judge Karen K. Herman ****** (Court composed of Judge Daniel L. Dysart, Judge Paula A. Brown, Judge Karen K. Herman)

McClain R. Schonekas William P. Gibbens SCHONEKAS EVANS McGOEY & McEACHIN, LLC 909 Poydras Street, Suite 1600 New Orleans, Louisiana 70112

COUNSEL FOR PLAINTIFF/APPELLANT

Andrew R. Lee JONES WALKER LLP 201 St. Charles Avenue 51st Floor New Orleans, Louisiana 70170

COUNSEL FOR PRENTISS PATRICK/APPELLEE

Leo David Congeni CONGENI LAW FIRM, LLC 650 Poydras Street, Suite 2750 New Orleans, Louisiana 70130

COUNSEL FOR WINDY HILL PICTURES, LLC/APPELLEE

AFFIRMED IN PART; REVERSED IN PART; REMANDED OCTOBER 2, 2023 KKH DLD PAB Plaintiff, 1955 Nola Holdings, LLC (“Nola Holdings”), appeals the June 14,

2022 Judgment granting a partial exception of no cause of action dismissing, with

prejudice, Nola Holdings’ breach of fiduciary duties claim (Count V) against

defendant, Prentiss “Buddy” Patrick (“Mr. Patrick”) and dismissing, with

prejudice, Nola Holdings’ claim for violation of the Louisiana Securities Law, La.

R.S. 51:701, et seq. (Count VII) against both Mr. Patrick and Windy Hill Pictures,

LLC (“Windy Hill”) (collectively “defendants”). The June 14, 2022 Judgment also

denied defendants’ Exception of Res Judicata, without prejudice, and ordered the

parties to conduct certain limited discovery.

Nola Holdings also appeals the November 16, 2022 Judgment granting

defendants’ re-urged Exception of Res Judicata dismissing, with prejudice, Nola

Holdings’ claims against both defendants for negligent representation (Count III),

intentional misrepresentation and/or fraud (Count IV), violation of the Louisiana

Uniform Trade Practices Act, La. R.S. 51:1404, et seq. (“LUTPA”) (Count VI),

and detrimental reliance (Count VIII).1 The November 16, 2022 Judgment also

1 Nola Holdings’ claims for writ of sequestration (Count I) and breach of contract (Count II)

remain against Windy Hill.

1 denied Nola Holdings’ request for leave to amend its petition. For the reasons set

forth below, we affirm in part, reverse in part, and remand for further proceedings.

STATEMENT OF FACTS AND PROCEDURAL HISTORY

In June 2020, Mr. Patrick, acting on behalf of Windy Hill (a single member

LLC), reached out to Nola Holdings’ managing partner, Kevin Clifford (“Mr.

Clifford”), seeking a “bridge loan”2 to finance the production of a movie, “The

Alchemist.” Windy Hill operates within the film industry securing third-party

bridge loans for movie production until permanent financing is obtained. Nola

Holdings invests in various business opportunities.

Beginning in June 2020, Nola Holdings made a series of loans3 to Windy

Hill for production of The Alchemist, with the final advance of $3,050,000.00 on

January 13, 2021. On January 15, 2021, Mr. Clifford requested that Windy Hill’s

attorney, Allen E. Frederic, III (“Mr. Frederic”), update the parties’ loan agreement

to reflect that latest payment.

On January 15, 2021, Mr. Clifford and Mr. Patrick (on behalf of their

respective companies) executed the Amended and Restated Loan and Security

Agreement (“Agreement”), drafted by Mr. Frederic. The Agreement provides for

Windy Hill’s total indebtedness of $5,050,000.00 plus a 20% financing fee due on

or before April 5, 2021. Pertinent to this litigation, the Agreement also contains

the following provision (“Release”):

13. RELEASE. In consideration of the agreements of Borrower and Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, (a) Borrower hereby releases and forever discharges Lender and its respective directors, officers, employees, agents, attorneys, affiliates, subsidiaries, successors and permitted assigns

2 A bridge loan is a short-term/high interest loan. 3 The series of loans is also referred to in the record as “tranches.”

2 from any and all liabilities, obligations, actions, contracts, claims, causes of action, damages, demands, costs and expenses whatsoever (collectively “Claims”), of every kind and nature, however evidenced or created, whether known or unknown, arising prior to or on the date of this Agreement including, but not limited to, any Claims involving the extension of credit under or administration of this Agreement, or the indebtedness incurred by Borrower or any other transactions evidenced by this Agreement, in each case arising prior to or on the date of this Agreement, and (b) Lender hereby releases and forever discharges Borrower and its respective directors, officers, employees, agents, attorneys, affiliates, subsidiaries, successors and permitted assigns from any and all Claims, of every kind and nature, however evidenced or created, whether known or unknown, arising prior to or on the date of this Agreement including, but not limited to, any Claims involving the extension of credit under or administration of this Agreement, or the indebtedness incurred by Borrower or any other transactions evidenced by this Agreement, in each case arising prior to or on the date of this Agreement.

Windy Hill defaulted on the loan as of April 5, 2021. On July 21, 2021,

Nola Holdings filed a Petition for Damages and for Writ of Sequestration against

Windy Hill.

On January 25, 2022, Nola Holdings filed a First Supplemental and

Amended Verified Petition for Damages, asserting claims against Mr. Patrick for

negligent misrepresentation, intentional misrepresentation and/or fraud, and breach

of fiduciary duties. The amended petition also asserted claims against both

defendants for detrimental reliance and for violations of LUTPA and the Louisiana

Securities Law. As explained in more detail below, Nola Holdings maintains that

Mr. Patrick induced Mr. Clifford and Nola Holdings to invest in The Alchemist by

falsely representing the financial stability of the project.

On March 18, 2022, Mr. Patrick filed an Exception of Res Judicata, seeking

dismissal of the six claims raised against him in the amended petition, i.e.,

negligent misrepresentation, intentional misrepresentation and/or fraud, breach of

fiduciary duties, detrimental reliance, and violations of LUTPA and the Louisiana

3 Securities Law. The sole basis for the Exception of Res Judicata is the

Agreement’s Release clause, as set forth above.

On March 21, 2022, Mr. Patrick also filed a partial Exception of No Cause

of Action seeking to dismiss five of the six claims raised against him in the

amended petition, i.e., negligent misrepresentation, breach of fiduciary duties,

detrimental reliance, LUTPA violations, and Louisiana Securities Law violations.

On April 22, 2022, Windy Hill filed Exceptions of Res Judicata and No

Cause of Action, adopting the assertions made by Mr. Patrick in his exceptions,

with respect to the claims made against Windy Hill for detrimental reliance,

LUPTA violations, and Louisiana Securities Law violations.

The exceptions were brought for hearing on June 3, 2022. Judgment was

rendered June 14, 2022, denying the Exception of Res Judicata but further

ordering the parties to conduct certain discovery limited to the issues presented in

the Exception of Res Judicata. Specifically, the parties were instructed to take the

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