Bridges v. Mosaic Global Holdings, Inc.

23 So. 3d 305, 2008 La. App. LEXIS 1353, 2008 WL 6825681
CourtLouisiana Court of Appeal
DecidedOctober 24, 2008
DocketNo. 2008 CA 0113
StatusPublished
Cited by7 cases

This text of 23 So. 3d 305 (Bridges v. Mosaic Global Holdings, 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
Bridges v. Mosaic Global Holdings, Inc., 23 So. 3d 305, 2008 La. App. LEXIS 1353, 2008 WL 6825681 (La. Ct. App. 2008).

Opinion

KUHN, J.

|2Plaintiff, Cynthia Bridges, in her capacity as Secretary of the Department of Revenue for the State of Louisiana (“the Department”), appeals the trial court’s October 22, 2007 judgment, which sustained defendant Mosaic Global Holdings, Inc.’s (“Mosaic”) peremptory exception raising the objection of prescription and dismissed plaintiffs suit to collect corporate income taxes. Mosaic filed an answer to the Department’s appeal, asserting that the trial court’s May 26, 2006 judgment, which overruled its declinatory exceptions raising the objections of lack of personal jurisdiction and improper venue, should be reversed.

We find the Department’s suit is not prescribed and reverse the trial court’s October 22, 2007 judgment. Further, because we find the trial court had personal jurisdiction over Mosaic pursuant to the long-arm statute, La. R.S. 13:3201, and East Baton Rouge Parish is a proper venue for this suit, we affirm the trial court’s May 26, 2006 judgment.1 Accordingly, we remand for further proceedings.

I. PROCEDURAL AND FACTUAL BACKGROUND

Freeport-McMoran Inc. (“Freeport”), a Delaware corporation, engaged in business in Louisiana in 1997. During that year, Freeport was acquired by and merged into IMC Global Inc. (“IMC”), a Delaware corporation not qualified to transact business in Louisiana. In 2004, IMC changed its name to Mosaic, a | (¡corporation also not qualified to transact business in Louisiana. The parties do not dispute that Mosaic was formerly known as IMC and that Mosaic is by merger the successor-in-interest to Freeport as of December 22,1997.

On January 3, 2006, the Department filed suit against Mosaic in East Baton Rouge Parish, seeking to recover corporate income taxes allegedly due by Free-port for the tax period ending December 22, 1997. The Department alleged it had conducted an audit of Mosaic’s books and records and those of its parents, affiliates and/or subsidiaries for that tax period.2 [309]*309The Department alleged that Mosaic transacted business in Louisiana and earned income attributable to Louisiana and has, thereby, subjected itself to pay Louisiana’s corporate income tax in accordance with La. R.S. 47:287.2, et seq. The Department asserted that despite amicable demand, Mosaic has refused to pay the amounts due.

Mosaic responded by filing declinatory exceptions that raised the objections of lack of personal jurisdiction and improper venue.3 Following an evidentiary hearing, the trial court overruled those exceptions by a judgment dated May 26, 2006.4

^Thereafter, Mosaic filed a peremptory exception urging the objection of prescription. During the hearing regarding this exception, Mosaic introduced into evidence: 1) Freeport’s Louisiana Corporation Income Tax Return for the fiscal year beginning on January 1, 1997 and ending on December 22, 1997, which was dated November 17,1998; 2) four “Agreement[s] to Suspend Prescription of Louisiana Corporation Income Tax,” each signed by a representative of IMC or Mosaic and a Department representative; and 8) a September 27, 2001 letter from a Department representative referring to the “Agreement to Suspend Prescription” for Free-port’s Louisiana income tax and franchise tax as “waivers of prescription.”

The trial court sustained Mosaic’s exception and signed an October 22, 2007 judgment in favor of Mosaic and against the Department, ordering the dismissal of the Department’s action with prejudice. The Department has appealed, asserting the trial court erred in finding that the “Agreement^] to Suspend Prescription” did not suspend prescription until April 6, 2006. Mosaic has also answered the appeal, challenging the trial court’s denial of its exceptions.5

II. ANALYSIS

A. Prescription

If evidence is introduced at the hearing on the peremptory exception of prescription, the trial court’s findings of fact are reviewed under the manifest error-Jdearly5 wrong standard of review. Carter v. Haygood, 04-0646, p. 9 (La.1/19/05), 892 So.2d 1261, 1267. The trial court’s legal conclusions, however, are reviewed by the appellate court de novo. Boquet ex rel. Billiot v. SWDI, LLC, 07-0738, p. 2 (La.App. 1st Cir.6/6/08), 992 So.2d 1059. In reviewing a peremptory exception raising the objection of prescription, appellate courts strictly construe the statutes against prescription and in favor of the claim that is said to be extinguished. Id.

[310]*310Freeport, a Delaware corporation that engaged in business in Louisiana in 1997, merged into IMC, a Delaware corporation not qualified to transact business in Louisiana.6 In 2004, IMC changed its name to Mosaic, a corporation also not qualified to transact business in Louisiana. The petition asserts that the corporate income tax is owed as a result of business conducted during 1997, presumably by Freeport prior to its merger into IMC.

The tax return for the 1997 fiscal year at issue was due on April 15, 1998. Freeport filed its return on November 17, 1998, presumably after filing for and being granted an extension. See La. R.S. 47:103.7 Payment of any taxes owed for | fithat tax period were also due during 1998. See La. R.S. 47:105(A).8 A claim to collect taxes “shall prescribe in three years after the thirty-first day of December in the year in which they are due, but prescription may be interrupted or suspended as provided by law.” La. Const. Art. VII, § 16.

Louisiana Revised Statutes 47:1580 provides the following regarding suspension of prescription:

A. The prescription running against any state tax, license, excise, interest, penalty, or other charge shall be suspended by any of the following:
(1) The secretary’s action in assessing any such amounts in the manner provided by law.
(3) The filing of any pleading, either by the secretary or by a taxpayer, with the board of tax appeals or any state or federal court.
B. The running of such prescription shall also be suspended prior to the lapse of the prescriptive period set out in the Constitution of Louisiana as hereinafter provided:
(1) For any period by means of a written agreement between the taxpayer and the secretary of the Department of Revenue[.]

Louisiana Civil Code article 3472 also provides, “The period of suspension is not counted toward accrual of prescription. Prescription commences to run again upon the termination of the period of suspension.”

|7In the present case, no evidence was introduced to establish that the secretary had made any assessments pertinent to this matter. In September 2001, however, Freeport and the Department executed a standardized form entitled “Agreement to

[311]*311Suspend Prescription,” which provided in pertinent part as follows:9

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23 So. 3d 305, 2008 La. App. LEXIS 1353, 2008 WL 6825681, Counsel Stack Legal Research, https://law.counselstack.com/opinion/bridges-v-mosaic-global-holdings-inc-lactapp-2008.