Belgard v. Manchac Technologies, LLC

92 So. 3d 660, 12 La.App. 3 Cir. 191, 2012 WL 2018223, 2012 La. App. LEXIS 810
CourtLouisiana Court of Appeal
DecidedJune 6, 2012
DocketNo. CA 12-191
StatusPublished

This text of 92 So. 3d 660 (Belgard v. Manchac Technologies, LLC) 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
Belgard v. Manchac Technologies, LLC, 92 So. 3d 660, 12 La.App. 3 Cir. 191, 2012 WL 2018223, 2012 La. App. LEXIS 810 (La. Ct. App. 2012).

Opinion

EZELL, Judge.

Lin this matter, Jimmie Belgard appeals the decision of the trial court granting the motion for summary judgment of Manchac Technologies, LLC, two of its managers, and IWMM, LLC (hereinafter collectively referred to as Manchac). For the following reasons, we affirm the decision of the trial court.

The facts of this case were well described by the trial court as follows:

Manchac, a Louisiana limited liability company, was organized on March 18, 2005, by Randall W. Murphy, Monroe T. Milton and Jimmie W. Belgard (the founders), for the purpose of developing a device for the packing of pharmaceuticals in mass quantities. The founders were each issued one-third of the total membership interests in Manchac. They did not pay cash for their membership interest but rather contributed what they termed as intellectual property and prior services. The three members were at will employees of Manchac and paid a fixed salary. Mr. Belgard is no longer employed by Manchac.
The founders, recognizing their need for capital[,] amended their operating agreement which allowed Manchac to raise capital by selling membership interest in the company. It provided that if new shares were to be sold before December 31, 2008 it would be only the founders’ shares that would be diluted. In other words[,] if Manchac sold 3% of its shares to A then later sold 7% to B, the founders then would each own 30% of Manchac; if afterwards, but before December 31, 2008 Manchac sold 30% to C then each founders’ ownership percentage would be reduced by 10% which would leave each founder with a 20% membership interest; A and B’s percentage would not change. In 2006 and 2007 the LLC had its first offering, referred to as Round A.
In 2008 Manchac needed additional capital and again offered to sell membership interest, which was referred to as Round B. Round B did not raise enough capital; however a group of investors, in exchange for 24% of ownership in Manchac agreed to guarantee a line of credit up to $1.8 million. This group formed IWMM L.L.C., on December 17, 2008. On December 30, 2008, IWMM agreed to guarantee a line of credit in favor of Manchac for $1.8 million. This resulted in the transfer of 24% membership interest in Manchac to IWMM. This 24% interest was transferred from the founders’ interest to IWMM; 8% of this amount came from Mr. Belgard’s ownership interest.

In his petition, Mr. Belgard sought to have the trial court declare that 24% membership interest in Manchac was illegally transferred to IWMM and that his shares were, therefore, improperly diluted. Manchac countered that the transfer to | glWMM was appropriate and that Mr. Belgard’s shares were properly diluted. Both Mr. Belgard and Manchac asserted motions for summary judgment, and the trial court ruled in favor of Manchac, dismissing Mr. Belgard’s claims. From that decision, Mr. Belgard appeals.

Mr. Belgard asserts four assignments of error on appeal. He claims that the trial court erred in finding that the Subscription Agreement was ambiguous; that the trial court erred in holding that IWMM “paid” for the 24% membership interest on December 30, 2008; that the trial court erred in dismissing his claims against the managers of Manchac; and that the trial court erred in dismissing his claims which were not addressed by either party in the cross motions for summary judgment. Because Mr. Belgard’s first three assign[663]*663ments of error all deal with the validity of the transfer of the contested membership interest, we will address them together.

Louisiana Code of Civil Procedure Article 966(B) provides that summary judgment shall be granted where the pleadings, depositions, answers to interrogatories, admissions on file, and affidavits show that there is no genuine issue of material fact and that the mover is entitled to judgment as a matter of law. The Louisiana Supreme Court discussed the standard applicable to appellate review of summary judgments in Robinson v. Heard, 01-1697, pp. 3-4 (La.2/26/02), 809 So.2d 943, 945:

A reviewing court examines summary judgments de novo under the same criteria that govern the district court’s consideration of whether summary judgment is appropriate. Smith v. Our Lady of the Lake Hospital, Inc., 93-2512 (La.7/5/94), 639 So.2d 730, 750. A reviewing court thus asks the same questions as does the trial court in determining whether summary judgment is appropriate: whether there is any genuine issue of material fact, and whether the mover is entitled to judgment as a matter of law. Smith, 639 So.2d at 750.

Here, the disputed language in the Subscription Agreement reads: “The Capital Commitment shall be paid upon execution and delivery of this Agreement by either (i) |sdelivery of a check made payable to ‘Manchac Technologies, L.L.C.’; or (ii) delivery into the Company’s account of other immediately available funds acceptable to the Company.” Mr. Belgard’s primary argument with regard to the validity of the transfers to IWMM rests upon the fact that it acquired the 24% ownership interests by credit transactions wherein IWMM promised to secure a $1.8 million line of credit in favor of Manchac in return for the membership interest, despite the language of the Subscription Agreement Mr. Belgard claims required cash or other immediate payment for the interests. Mr. Belgard further claims that the transfer of the membership interest was invalid on December 30, 2008, because no cash was exchanged on the date of transfer or because the line of credit offered in exchange was not completely set up, rendering the dilution of his founder’s membership interest improper. In short, Mr. Belgard believes that the obligation to establish the line of credit was not sufficient consideration for the transfer to have been affected on December 30, 2008. We disagree.

Louisiana Revised Statutes 12:1301(A)(3) states that a “ ‘Capital contribution’ means anything of value that a person contributes to the limited liability company as a prerequisite for, or in connection with, membership, including cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services.” Louisiana Revised Statutes 12:1321 reiterates that “[t]he contribution of a member to a limited liability company may take the form of cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services.”

On December 30, 2008, IWMM contractually bound itself to Manchac to provide a $1.8 million line of credit for Manchac’s benefit, secured by the personal property of IWMM’s members, in return for its membership interest. This obligation was real and became effective immediately when IWMM’s agent signed the ^Subscription agreement. Moreover, this form of consideration was clearly “acceptable to the Company” as required by the Subscription Agreement, as the terms of the transfer agreement were approved by a strong majority of the members in November 2008, before the trans[664]*664fer was effected. No member, not even Mr. Belgard, opposed a transfer of 24% membership interest in return for a $1.8 million line of credit. While IWMM did not pay cash for their acquired interests in Manchac, it did give valid consideration for its interests and this consideration was acceptable to Manchac as required by the Subscription Agreement. See Egle v. Egle, 06-1550 (La.App. 3 Cir. 6/27/07), 963 So.2d 454, writ denied, 07-1596 (La.10/26/07), 966 So.2d 579;

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Bluebook (online)
92 So. 3d 660, 12 La.App. 3 Cir. 191, 2012 WL 2018223, 2012 La. App. LEXIS 810, Counsel Stack Legal Research, https://law.counselstack.com/opinion/belgard-v-manchac-technologies-llc-lactapp-2012.