Belle Pass Terminal, Inc. v. Jolin, Inc.

618 So. 2d 1076, 1993 La. App. LEXIS 1823, 1993 WL 146215
CourtLouisiana Court of Appeal
DecidedApril 23, 1993
Docket92 CA 0154, 92 CA 0155
StatusPublished
Cited by11 cases

This text of 618 So. 2d 1076 (Belle Pass Terminal, Inc. v. Jolin, Inc.) 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
Belle Pass Terminal, Inc. v. Jolin, Inc., 618 So. 2d 1076, 1993 La. App. LEXIS 1823, 1993 WL 146215 (La. Ct. App. 1993).

Opinion

618 So.2d 1076 (1993)

BELLE PASS TERMINAL, INC., et al.
v.
JOLIN, INC., et al.[1]
JOLIN, INC.
v.
BELLE PASS TERMINAL, INC., et al.

Nos. 92 CA 0154, 92 CA 0155.

Court of Appeal of Louisiana, First Circuit.

April 23, 1993.
Rehearing Denied June 16, 1993.

*1077 Donald E. Theriot, Regina S. Wedig, Alvin J. Bordelon, Walker, Bordelon, Hamlin, Theriot, Etc., New Orleans, Michael A. Mayhall, New Orleans, for plaintiff-appellee Belle Pass Terminal, Inc., Harold Callais, Richard Guidry.

John F. Olinde, New Orleans, for defendant-appellant John, Inc., Joseph E. Blanchard.

Frank G. DeSalvo, New Orleans, for intervenor Elmo J. Pitre, Jr.

Stephen E. Caillouet, Thibodaux, for Caillouet Land Corp.

Before CARTER, LeBLANC and PITCHER, JJ.

PITCHER, Judge.

Appellants, Jolin, Inc. ("John") and Joseph E. Blanchard ("Blanchard") filed suit in reconvention for damages in the trial court alleging tortious interference with contract and unfair trade practices by appellees, Belle Pass Terminal, Inc. ("Belle Pass"), Richard P. Guidry ("Guidry"), Harold Callais ("Callais"), and Elmo J. Pitre ("Pitre"). The trial court sustained peremptory exceptions raising the objection of no cause of action as to both claims and dismissed appellants' action with prejudice. It is from this dismissal that appellants appeal. We affirm.

FACTS AND PROCEDURAL BACKGROUND

On April 5, 1990, Belle Pass and Callais filed suit against Jolin and Blanchard for breach of warranty of title, rescission, redhibition, breach of contract and unfair trade practices. Their action arose out of a sale and mortgage of movable property, *1078 and the purported transfer of leases from Jolin and Blanchard to Belle Pass, that had taken place almost one year prior to the date.

On January 22, 1991, Blanchard and Jolin filed a reconventional demand against Belle Pass, Guidry, Callais and Pitre, asserting causes of action for reformation of contract, tortious interference with contract, and unfair trade practices. They also sought to pierce the corporate veil of Belle Passe in an effort to reach the corporate officers, Guidry and Callais, individually.

The reconventional demand alleged that: on April 6, 1989, Callais purchased from Jolin certain movable property for a purchase price of one million dollars ($1,000,000.00); Jolin and Belle Pass entered into a "Sale and Mortgage", and in connection therewith, Belle Pass executed a promissory note in the amount of two million dollars ($2,000,000.00) plus interest at the rate of thirteen per cent (13%) per annum from date until paid; the note was signed by Guidry, on behalf of Belle Pass as maker, and endorsed by Guidry and Pitre, individually; and the sale and mortgage was for all of the assets and improvements located on property in Fourchon, Louisiana, and was the same property that Blanchard leased from Caillouet Land Corporation ("Caillouet") on April 30, 1973.

Appellants further alleged in their reconventional demand that: the agreement between the parties was that Jolin sold and transferred to Belle Pass, Guidry and Pitre, any and all assets located on the leased property with the contractual right for Belle Pass, as purchasers, to operate an offshore docking and service facility; the parties agreed that Belle Pass would pay Jolin the rent due under John's lease with Caillouet, and Jolin would be responsible for making the payments to Caillouet; the true intent of the parties was that Belle Pass, Guidry and Pitre would only purchase the assets and operate a business, while Jolin and/or Blanchard would maintain the lease, and that the contract between the parties was erroneously put to writing and does not reflect the true intent of the parties.

The reconventional demand went on to allege that: a demand letter was sent to Belle Pass by Jolin admonishing them that they would not accept late payments in the future and directing Belle Pass to remedy the default of the terms of the mortgage concerning insurance on the mortgaged property; Callais informed Caillouet that Jolin and/or Blanchard had sold all rights, title and interest to the leased property at Fourchon, Louisiana and gave Caillouet a copy of the April 6, 1989, sale and mortgage; Callais, on behalf of Belle Pass and/or Callais, Bob Faulk and Richard Guidry, made an offer to Caillouet to lease the subject property in Fourchon, Louisiana; and Caillouet filed suit against Jolin and Blanchard seeking a cancellation and rescission of the lease, alleging that Belle Pass, Guidry, Pitre and Callais intentionally, willfully, and fraudulently attempted to get Caillouet to seek a cancellation of the lease with Jolin and Blanchard, so they might be able to acquire the said lease.

The reconventional demand further alleged that defendants in reconvention intentionally interfered with the lease contract between Caillouet and Jolin and the actions of the defendants in reconvention constituted unfair or deceptive acts in violation of the Unfair Trade Practices and Consumer Protection Law as set forth in LSA-R.S. 51:1401 et seq.; and, as a result of the actions by defendants in reconvention, Jolin and Blanchard had to expend money in defense of a suit to rescind and cancel the lease at Fourchon, Louisiana.

On May 9, 1991, Jolin and Blanchard filed an amended reconventional demand which further alleged that defendants in reconvention: misrepresented their true intent by seeking the inclusion of language in the documents that would give them the right to go onto the leased property to operate their business; misrepresented to Caillouet that they had in fact, by the sale and mortgage, purchased the leased property in question; tried to influence a cancellation of the lease by Jolin and/or Blanchard, by offering to lease the property for more money; failed to disclose that they had agreed to abide by terms of the *1079 Caillouet lease; and took action when the lease was the object of pending litigation.

Callais, Belle Pass, and Guidry filed exceptions raising the objection of no cause of action. These exceptions were jointly heard by the trial court. On June 5, 1991, judgment was rendered, granting the exceptions of no cause of action. The trial judge directed the plaintiffs in reconvention to amend their pleadings within fifteen (15) days to state a cause of action for tortious interference with contract as defined in 9 to 5 Fashions, Inc. v. Spurney, 538 So.2d 228 (La.1989), and to state a cause of action for damages under LSA-R.S. 51:1405 et seq., or to suffer their dismissal.

On June 25, 1991, appellants filed a second amended reconventional demand that was directed toward piercing the corporate veil against Callais, by alleging that he was an officer and shareholder of Belle Pass. On August 26, 1991, they filed a third amended reconventional demand that was directed toward their effort to pierce the corporate veil as to Guidry. Appellants alleged that Guidry was an officer of Belle Pass and that he participated in the negotiations and ultimate execution of the contracts and/or agreements between John and Belle Pass.

Callais, Belle Pass and Guidry again filed exceptions raising the objection of no cause of action. On October 4, 1991, the trial judge granted the exceptions and dismissed appellants' claims for tortious interference with contract and for unfair trade practices. The judgment referenced the court's prior judgment on the same issue and stated that the appellants' amendments still did not state a cause of action.

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