Angelo & Son, LLC v. Piazza

1 So. 3d 705, 8 La.App. 3 Cir. 370, 2008 La. App. LEXIS 1680, 2008 WL 5161275
CourtLouisiana Court of Appeal
DecidedDecember 10, 2008
DocketCA 08-370
StatusPublished
Cited by6 cases

This text of 1 So. 3d 705 (Angelo & Son, LLC v. Piazza) 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
Angelo & Son, LLC v. Piazza, 1 So. 3d 705, 8 La.App. 3 Cir. 370, 2008 La. App. LEXIS 1680, 2008 WL 5161275 (La. Ct. App. 2008).

Opinions

DECUIR, Judge.

| Christine and Charles Tobey, along with the limited liability company they organized, Angelo & Son, L.L.C., filed suit alleging damages as a result of the purchase of Christine’s parents’ used car dealership and house. The suit was filed against Christine’s parents, Patricia and Angelo Piazza; Christine’s brother, Sam Piazza; and Sam’s used car business. Christine and Charles sought rescission of the sale of the used car business and house alleging failure of cause, fraudulent inducement, detrimental reliance, unfair trade practices, and defamation. The trial court rescinded the sale of the house and business based on failure of cause and detrimental reliance. The trial court also found the Tobeys had proven defamation and awarded them $50,000.00 in damages. Only Patricia and Angelo Piazza were found liable, and they appeal the judgment of the trial court.

FACTS

As they began to approach retirement age, Angelo and Patricia discussed the sale of their used car business with all of their children. Charles and Christine became interested in running the business because Charles wanted to quit working overseas and stay at home with his family. The Piazzas wanted to retire from the used car [708]*708business and spend more time at their camp. Angelo wanted to do other things such as raise hogs and host benefits. After a year of discussions and planning, Charles and Christine decided to purchase the house and five acres of surrounding property. The used car business located on the property of the family home was not included in the sale documents but was effectively transferred to the Tobeys at the same time. The parties agreed that Angelo would help the Tobeys get started and Patricia would help with the book work as needed. Charles quit his job where he was making $90,000 a year, and Christine quit her job as a nurse making $30,000 a year.

The house and 5.68 acres appraised for $260,000.00. An act of cash sale from 12Patricia and Angelo to Charles and Christine was executed on February 4, 2005, for $260,000.00. Testimony revealed that the Piazzas gave the Tobeys a check for $10,000.00 to help with the closing costs. Christine testified that her parents did not want the business mentioned in the sale for tax reasons.

The Tobeys went to Evangeline Bank and Trust Company to obtain floor plan financing for the purchase of cars. The initial floor plan was for $150,000.00. The Tobeys bought most of the Piazzas’ current inventory of used cars except for two or three that had been on the lot for over a year, which the bank did not want them to purchase. A total of eleven cars was purchased.

Charles was still overseas when Christine initially got the business up and running. By the time Charles returned in March 2005, the relationship between Christine and her father had turned sour. From the record, it appears that Angelo disagreed with the way Christine wanted to run things, specifically her decision not to purchase more cars when she had reached her credit limit. A heated discussion ensued, involving both business and family concerns, and Christine told Angelo not to come back.

After that, the Tobeys testified, Angelo set out to ruin their business. Charles testified that Angelo would bid against him at car auctions. The Piazzas placed an advertisement in the classified section of the local newspaper wherein they publicly distanced themselves from the business. Angelo made negative comments to third parties about the Tobeys’ inventory which had no basis in fact. At the same time, however, Angelo helped his youngest son, Sam, set up a used car business, Sam’s Auto Sales, just down the road from the Tobeys’ business. Angelo became the salesman at the new business, while Sam continued working at his previous job.

|sIn August 2006, the Tobeys filed the present lawsuit. Trial in the matter was held on July 17, 18, and August 23, 2007. The trial court found the “principal cause in purchasing the Piazza property was the understanding that Piazza would retire but aid Tobey in the operation of the business,” and the Tobeys would not have purchased the business otherwise. The court found that the evidence established both a failure of cause and detrimental reliance and ordered the contract rescinded. While the allegations of fraud and unfair trade practices were rejected, the trial court did find that Angelo defamed the Tobeys in that he made statements to third parties to harm the business and reputation of the Tobeys and to deter potential customers from dealing with the Tobeys. Damages in the amount of $50,000.00 were awarded. Both Patricia and Angelo appeal this decision.

FAILURE OF CAUSE AND DETRIMENTAL RELIANCE

The trial court wrote extensive reasons for judgment. In finding a failure of cause [709]*709and detrimental reliance, the trial court stated:

In the case at bar the cause for the contract was clearly the decision by Piazza to retire from the used car business, with the exception of aiding Toby [sic] in the operation of the business. Piazza was clearly aware that this was the cause without which the Tobey’s [sic] would not have entered into the contract to purchase the home and business. The principal cause in purchasing the Piazza property was the understanding that Piazza would retire but aid To-bey in the operation of the business. This is abundantly clear through the testimony of the parties and all witnesses, which testimony confirms that the contract was completed as originally agreed upon even to the extent that Piazza aided Tobey in the acquisition of a floor plan/credit line and did initially aid Tobey in the operation of the business. Piazza was to “do the buying and give Tobey the benefit of his experience.” Once the contract was completed, these terms were followed. Unfortunately, change occurred.
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In the case at bar it is clear that Tobey relied on Piazza’s assertions and promises that they would not only retire but would aid Tobey in the operation of the business.
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| /This Court is absolutely convinced that Angelo Piazza, Jr. convinced Sam Piazza to secure a license and open a business with the understanding that his father, Angelo Piazza, Jr. would run the business and Sam would simply receive the profits. It is also abundantly clear, from all of the evidence referenced here-inabove, that Angelo Piazza, Jr. began a calculated attempt to sink the Tobey’s [sic] and ruin their business. This is gross and distasteful in the course of regular business, much less in the course of family affairs. Angelo Piazza, Jr.’s continued statement during his testimony that he would “help any of his children if they asked” is not borne out by the evidence and by the actions he undertook.
The evidence therefore proves, more probable than not, that based on failure of cause and detrimental reliance, the contract is to be rescinded.

Failure of Cause

“Cause is the reason why a party obligates himself.” La.Civ.Code art. 1967. In “A Refresher Course on Cause,” 12 La. L.Rev. 2 (1951), Professor J. Denson Smith explained:

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Related

Belin v. Dugdale
43 So. 3d 272 (Louisiana Court of Appeal, 2010)
Angelo & Son, LLC v. Piazza
1 So. 3d 705 (Louisiana Court of Appeal, 2008)

Cite This Page — Counsel Stack

Bluebook (online)
1 So. 3d 705, 8 La.App. 3 Cir. 370, 2008 La. App. LEXIS 1680, 2008 WL 5161275, Counsel Stack Legal Research, https://law.counselstack.com/opinion/angelo-son-llc-v-piazza-lactapp-2008.