Barras & Breaux v. Champeaux

526 So. 2d 1231, 1988 WL 30857
CourtLouisiana Court of Appeal
DecidedApril 6, 1988
Docket87-223
StatusPublished
Cited by2 cases

This text of 526 So. 2d 1231 (Barras & Breaux v. Champeaux) 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
Barras & Breaux v. Champeaux, 526 So. 2d 1231, 1988 WL 30857 (La. Ct. App. 1988).

Opinion

526 So.2d 1231 (1988)

BARRAS & BREAUX, an Architectural Corporation, Robert Barras and Don Breaux, Plaintiffs-Appellees,
v.
Junius J. CHAMPEAUX, Defendant-Appellant.

No. 87-223.

Court of Appeal of Louisiana, Third Circuit.

April 6, 1988.

*1232 Stockwell, Sievert, Viccellio, Clements & Shaddock, William B. Monk, Lake Charles, for defendant-appellant.

Juneau, Hill, Judice, Hill & Adley, P.L.C., Kraig Strenge, Lafayette, for plaintiffs-appellees.

Before GUIDRY, DOUCET and KNOLL, JJ.

DOUCET, Judge.

Plaintiffs Barras and Breaux, an architectural corporation, Robert Barras and Don Breaux, filed suit against defendant, Junius J. Champeaux, seeking specific performance *1233 of a stock transfer agreement executed by defendant, injunctive relief and damages.

Defendant answered plaintiffs' petition and filed a reconventional demand seeking to have the stock transfer agreement rescinded. Defendant subsequently filed a supplemental and amended reconventional demand seeking rescission of a Dation en Paiement executed by plaintiffs and defendant involving the transfer of defendant's undivided interest in a piece of immovable property in exchange for the forgiveness of certain debts owed to plaintiffs. Defendant's wife, Rosalie LeVeque Champeaux, thereafter intervened in the suit and adopted her husband's allegations as amended and supplemented with regard to the reconventional demands.

A trial on the merits was held and judgment was entered in favor of plaintiffs and against defendant on all claims. Specifically, judgment was entered in favor of plaintiffs in the amount of $78,469.51, with legal interest thereon from the date of judicial demand and all costs of the proceedings. Moreover, judgment was entered in favor of Barras and Breaux individually in the sum of $5,000 with legal interest thereon from the date of judicial demand. Additionally, an injunction was granted enjoining defendants from receiving any sums due on the accounts of Barras, Breaux and Champeaux transferred to defendant and granted plaintiffs the right to receive all such sums and apply them directly to the indebtedness assumed by defendant. It is from this judgment that defendant now appeals.

The facts show that Champeaux was a member of the Barras, Breaux and Champeaux architectural firm, which was incorporated with offices located in both Lafayette and Lake Charles. The office in Lafayette was headed by Robert Barras and Don Breaux. The office in Lake Charles was headed by defendant. While there was only one corporation, the Lafayette and Lake Charles offices operated independently of each other.

Champeaux initiated a meeting with Barras in late April of 1984 and the two met in Jennings, Louisiana on that same day. In Jennings, Champeaux informed Barras that he was experiencing serious financial difficulties and that he thought that it would be best that he withdraw from the firm.

It was informally agreed upon at the meeting in Jennings that the corporation would be split and that Champeaux would be assigned all of the assets and liabilities of the corporation associated with the office located in Lake Charles. Moreover, it was informally agreed upon at this time that Barras and Breaux would be assigned all of the assets and liabilities associated with the Lafayette office. Consequently, the two offices split the assets and liabilities as agreed and began functioning independently of each other. This agreement was reduced to writing and evidenced in the previously mentioned stock transfer agreement dated October 11, 1984.

In addition to splitting up the corporation, it was also agreed that the newly formed corporation, Barras and Breaux, would receive defendant's undivided one-third interest in the aforementioned parcel of land which we will refer to as the "Ridgeway Property," in satisfaction of the debts defendant owed to the Barras, Breaux and Champeaux Corporation which were estimated to total approximately $89,000.

Plaintiffs urge that defendant's debts consisted primarily of the negative capital balance owed to the Barras, Breaux and Champeaux Corporation and that the forgiveness of this negative capital balance was the main consideration for the property transferred to Barras and Breaux. However, other consideration for the property was the fact that the principals of Barras, Breaux and Champeaux agreed to quitclaim any right or title they had in the Petro Point 5000 venture, a project which was initiated by Champeaux and which was located in the Lake Charles area. Plaintiffs contend that they had an interest in the Petro Point 5000 venture due to an informal agreement by the principals of Barras, Breaux and Champeaux to share proportionally in whatever interests they may acquire in properties due to contacts *1234 or opportunities acquired as a result of the corporation. Additionally, plaintiffs contend that other consideration for the Ridgeway Property is the waiver by the principals of Barras, Breaux and Champeaux of any interest on the negative capital balance owed by Champeaux to the corporation.

Defendant, on the other hand, contends that the Barras, Breaux and Champeaux Corporation never had any interest in the Petro Point 5000 venture. Further, defendant adds that he does not owe the Barras, Breaux and Champeaux Corporation interest on the negative capital balance because the other principals of the corporation were not required to pay any interest on their amounts owed to the corporation.

As agreed, Champeaux conveyed his interest in the Ridgeway Property to the newly formed Barras and Breaux Corporation and Barras and Breaux quitclaimed any rights or title they may have had in the Petro Point 5000 Venture. The Dation en Paiement recites as consideration for the transfer of the Ridgeway Property, the "forgiveness, cancellation, and hereby deeming satisfied and discharged of that certain indebtedness owed by Junius J. Champeaux, to Barras, Breaux, and Champeaux, an Architectural Corporation, the current balance of which is Eighty-Nine Thousand and no/100 ($89,000.00) Dollars."

Champeaux failed to pay the indebtedness he informally agreed to assume. Because the informal agreement was not binding on third parties, the newly formed Barras and Breaux were thus forced to make payments on this indebtedness.

On appeal, defendant specifies four assignments of error, the first being that "The District Court erroneously, failed to even consider that the Ridgeway Property transaction was invalid, even without proof of lesion." We disagree.

In support of his contention, defendant urges that the transfer of the Ridgeway Property in exchange for the forgiveness of his indebtedness to the corporation is invalid due to the fact that the parties to that transaction were required to correctly specify the actual amount of Champeaux's indebtedness to the corporation in order for that agreement to have been valid. The document stated the indebtedness to be $89,000, when indeed, it was established at trial that defendant's negative capital balance owed to the corporation was only $83,355.50. Defendant adds that because the amount of Champeaux's indebtedness was not correctly specified in the Dation en Paiement, the transfer is invalid. Defendant cites three cases which stand for the proposition that the amount of a debt must be fixed in order to have a valid Dation en Paiement. However, the foregoing proposition is simply one facet of the cases. There are other propositions of law in the cases which modify this general statement. Specifically, in Pulford v. Dimmick, 107 La. 403, 31 So.

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Bluebook (online)
526 So. 2d 1231, 1988 WL 30857, Counsel Stack Legal Research, https://law.counselstack.com/opinion/barras-breaux-v-champeaux-lactapp-1988.