Bailey v. Dore

643 So. 2d 905, 93 La.App. 3 Cir. 1663, 1994 La. App. LEXIS 2591, 1994 WL 541638
CourtLouisiana Court of Appeal
DecidedOctober 5, 1994
DocketNo. 93-1663
StatusPublished

This text of 643 So. 2d 905 (Bailey v. Dore) 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
Bailey v. Dore, 643 So. 2d 905, 93 La.App. 3 Cir. 1663, 1994 La. App. LEXIS 2591, 1994 WL 541638 (La. Ct. App. 1994).

Opinion

11 SAUNDERS, Judge.

Plaintiffs-appellants, Century Mineral Corporation, G. Bruce Keuhne, Margarite Chin Foo, and Mary White Bailey, appeal the trial court’s ruling maintaining defendants-appel-lees’, CMC Energy Limited Partnership, Cindy Doré, and Michael Guardia, Exception of No Right of Action and dismissal of plaintiffs-appellants’ petition for an accounting, declaration of ownership, and profits allegedly owed on partnership in commendam units. The trial court found that Century Mineral Corporation’s transfer of in commendam partnership units to G. Bruce Keuhne and Margarite Chin Foo were in violation of CMC Energy Limited Partnership’s articles of partnership. Additionally, the trial court found that the subsequent transfers made by G. Bruce Keuhne and Margarite Chin Foo to Mary White Bailey were also void. Incidental to its ruling, the trial court also found that Investors Petroleum Consultants was the duly elected general partner of CMC Energy Limited Partnership and that CMC was still an ongoing and legally operating in commendam partnership.

For the reasons which follow, we affirm the trial court’s judgment.

I ¡FACTS

On September 1, 1984, CMC Energy Limited Partnership, a partnership in commen-dam, organized for the purpose of acquiring, owning, and investing in oil and gas properties. In addition, CMC was involved in the exploration, drilling, marketing and sale of oil and gas. CMC filed and recorded its articles of partnership with the Louisiana Secretary of State’s office on January 9, 1985.

[907]*907CMC authorized Century Mineral Corporation (hereinafter CENTURY CORP) to act and serve as its general partner. CENTURY CORP assigned numerous interests in oil and mineral rights to CMC in exchange for ownership or 63,374 in commendam partnership units in CMC on January 12, 1985. On May 25,1985, CENTURY CORP transferred 20,000 of its in commendam partnership units to G. Bruce Kuehne (hereinafter KUEHNE) and 12,582 in commendam partnership units to Margarite Chin Foo (hereinafter FOO). Later in that year, on November 14, 1985, CENTURY CORP resigned as the general partner of CMC. On the day following CENTURY CORP’S resignation as the general partner of CMC, FOO transferred her 12,582 in commendam partnership units to Mary White Bailey (hereinafter BAILEY). Five years later, on March 29, 1990, KUEHNE transferred his 20,000 in commendam partnership units in CMC to BAILEY.

In accordance with CMC’S articles of partnership, the partners elected a new general partner, Investors Petroleum Consultants (hereinafter IPC). Investors Petroleum Consultants, an informal partnership, consisted of two partners, Cindy Doré and Michael Guardia. The Louisiana Secretary of State’s office recorded in CMC’S articles of partnership the substitution of IPC as the general partner of CMC on December 30, 1985. From that day and until the time of this litigation, Doré and Guardia managed and served as CMC’S general partner. Approximately one year after IPC was elected as the general partner of CMC, Doré and Guardia incorporated IPC. IPC’S articles of incorporation were filed and recorded in the Louisiana Secretary of State’s office on October 15, 1986. In IPC, Inc.’s initial report, Guardia was listed as president and Doré as secretary/treasurer. IPC Inc., now incorporated under the laws of Louisiana, alleged that it served as CMC’S general partner despite the fact IPC, Inc. was never elected general partner in accordance with CMC’S articles of partnership.

Plaintiffs, Mary White Bailey, G. Bruce Kuehne, Marguerite Chin Foo, and CENTURY CORP, filed suit against CMC, Cindy Doré, Michael Guardia, and IPC1 ^seeking an accounting and a declaration of ownership and profits owed on their respective in com-mendam partnership units. The defendants excepted to the plaintiffs’ claims on the ground that BAILEY, KUEHNE, and FOO had no right of action because they did not obtain their in commendam partnership units in CMC in accordance with CMC’S articles of partnership; and therefore, those transfers of partnership units were invalid. The trial court agreed and maintained the defendant’s exception, holding that the transfers initially made from CENTURY CORP to KUEHNE and FOO, and the subsequent transfer of in commendam partnership units to BAILEY, were invalid because the transfers violated CMC’S articles of partnership. The trial court dismissed with prejudice the claims of BAILEY, KEUHNE, and FOO.

Incidental to its rulings on defendants’ Declinatory Exception of Insufficiency of Service and Peremptory Exception of No Cause of Action, the trial court ruled that IPC, an informal partnership of Cindy Doré and Michael Guardia, was the duly elected general partner of CMC. In accordance with CMC’S articles of partnership, CMC was an ongoing and legally operating partnership in commendam that had never terminated or dissolved because it continuously had a duly elected and acting general partner.

From those rulings, the plaintiffs appeal.

Issues Presented

1) Whether the trial court erred in holding that the transfers of partnership interests or units from Century Mineral Corporation to G. Bruce Kuehne and Margarite Chin Foo, and their subsequent transfer of partnership units to Bailey, were invalid. 2) Whether the trial court erred in permitting IPC, Cindy Doré, and Michael Guardia to raise the Exception of No Right of Action on behalf of CMC because they are not the duly elected general partner of CMC.

[908]*908Law and Argument — Issue I

Generally, a contract of partnership in commendam or limited partnership is governed by Louisiana’s Civil Code provisions entitled: Of Conventional Obligations. La. C.C. arts. 2802 and 2836. The following articles of the Louisiana Civil Code provide the guidelines by which a contract is interpreted:

“Interpretation of a contract is the determination of the common intent of the parties.” La.C.C. art. 2045.
“When the words of a contract are clear and explicit and lead to no absurd consequences, no further interpretation may be made in search of the parties’ intent.” La. C.C. art. 2046.
U“The words of a contract must be given their generally prevailing meaning. Words of art and technical terms must be given their technical meaning when the contract involves a technical matter.” La. C.C. art. 2047.
‘Words susceptible of different meanings must be interpreted as having the meaning that best conforms to the object of the contract.” La.C.C. art. 2048.
“A provision susceptible of different meanings must be interpreted with a meaning that renders it effective and not with one that render it ineffective.” La.C.C. art. 2049.
“Each provision in a contract must be interpreted in light of the other provisions so that each is given the meaning suggested by the contract as a whole.” La.C.C. art. 2050.
“Although a contract is worded in general terms, it must be interpreted to cover only those things it appears the parties intended to include.” La.C.C. art. 2051.

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Cite This Page — Counsel Stack

Bluebook (online)
643 So. 2d 905, 93 La.App. 3 Cir. 1663, 1994 La. App. LEXIS 2591, 1994 WL 541638, Counsel Stack Legal Research, https://law.counselstack.com/opinion/bailey-v-dore-lactapp-1994.