Briley Marine Service, Inc. v. Toups

551 So. 2d 755, 1989 La. App. LEXIS 1765, 1989 WL 119638
CourtLouisiana Court of Appeal
DecidedOctober 11, 1989
Docket88 CA 1123
StatusPublished
Cited by7 cases

This text of 551 So. 2d 755 (Briley Marine Service, Inc. v. Toups) 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
Briley Marine Service, Inc. v. Toups, 551 So. 2d 755, 1989 La. App. LEXIS 1765, 1989 WL 119638 (La. Ct. App. 1989).

Opinion

551 So.2d 755 (1989)

BRILEY MARINE SERVICE, INC., et al
v.
Leon TOUPS, et al.

No. 88 CA 1123.

Court of Appeal of Louisiana, First Circuit.

October 11, 1989.
Writ Denied December 8, 1989.

*756 Leslie J. Schiff, Opelousas, for plaintiff and appellant—Briley Marine Services, Inc.

Frederick R. Bott, New Orleans, for defendant and appellee—William Woods.

John C. Herbert, New Orleans, for defendant and appellee—Ira Hechler and Harold Geneen.

Before CARTER, SAVOIE and ALFORD, JJ.

CARTER, Judge.

This is an appeal from a trial court judgment sustaining a declinatory exception pleading the objection of lack of jurisdiction over the persons of defendants in a suit for breach of contract.

FACTS

On or about October 26, 1981, Lawrence J. Restall, on behalf of plaintiffs,[1] commenced negotiations for the sale of a fleet of offshore vessels collectively referred to as the "Briley boats" with Timothy Mills, the vice-president of finance for Delta Services Industries.

Delta Services Industries is a Louisiana joint venture formed by Delta Services, Inc., a Delaware corporation, and Granite Capital Corp., a New York corporation. Since Delta Services Industries was not a corporation, it did not have shareholders or a board of directors, but employed various individuals between October of 1981 and December of 1982. Among the employees of Delta Services Industries were Leon Toups, chief executive officer; Timothy Mills; and Lonnie Lehr, assistant vice-president. Delta Services Industries also retained the services of Houma attorney Kenneth Watkins between October of 1981 and December of 1982.

Delta Services, Inc., acting through its board of directors, assumed full authority for the management of Delta Services Industries. H.S. Geneen, Ira J. Hechler, William Woods, and Leon Toups were members of the board of directors of Delta Services, Inc. Leon Toups, president; Louis Talbot, vice-president; and Harris *757 Henry, secretary, served as the officers of Delta Services, Inc.

The negotiations for the sale of the Briley boats continued through May 19, 1982, when plaintiffs entered into a purchase agreement with BMI, Inc. BMI, Inc. was formed by Delta Services Industries for the acquisition of the Briley boats. At the time of its incorporation, BMI, Inc. was not capitalized and did not have shareholders, officers, or a board of directors. The framework of the corporation was established to be available to acquire the Briley boats upon obtaining financing. Leon Toups signed the purchase agreement on behalf of BMI, Inc. At that time, BMI, Inc. also entered into several employment contracts with individual plaintiffs.

By letter, dated November 9, 1982, Delta Services Industries notified plaintiffs that, because of declining economic conditions and financing difficulties, BMI, Inc. was unable to consummate the acquisition of the Briley boats.

On November 7, 1983, plaintiffs filed suit to rescind the contract and for damages against the following defendants:

1) BMI, INC., a Delaware corporation; which is sued in these proceedings by virtue of its having done business in Louisiana as contemplated by the provisions of LSA-R.S. 13:3201, The Long-Arm Statute;

2) DELTA SERVICE INDUSTRIES, a joint venture consisting of Granite Capital Corp. and Delta Services, Inc., domiciled in Houma, Terrebonne Parish, Louisiana;[2]

3) GRANITE CAPITAL CORP., a New York corporation qualified to do and doing business in Louisiana with principal offices in Houma, Terrebonne Parish, Louisiana;

4) DELTA SERVICES, INC., a Delaware corporation qualified to do and doing business in Louisiana with principal offices at Houma, Terrebonne Parish, Louisiana;

5) LEON TOUPS, who is domiciled in Houma, Terrebonne Parish, Louisiana;

6) HAROLD GENEEN, who is domiciled in New York, New York, and who is sued in these proceedings by virtue of his having done business in Louisiana as contemplated by the provisions of LSA-R.S. 13:3201, The Long-Arm Statute;

7) IRA J. HECHLER, who is domiciled in New York, New York, and who is sued in these proceedings by virtue of his having done business in Louisiana as contemplated by the provisions of LSA-R.S. 13:3201, The Long-Arm Statute;

8) WILLIAM WOODS, who is domiciled in Pittsburgh, Pennsylvania, and who is sued in these proceedings by virtue of his having done business in Louisiana as contemplated by the provisions of LSA-R.S. 13:3201, The Long-Arm Statute.

Plaintiffs also requested damages for breach of the various employment contracts.

Defendants Geneen, Hechler, and Woods responded to plaintiffs' petition with a declinatory exception pleading the objection of lack of jurisdiction over the person. In their exception, defendants argued that the Louisiana courts were without jurisdiction over the persons of Geneen, Hechler, and Woods because they are not residents of Louisiana, they have not transacted business in Louisiana, and they are not subject to the nonresident jurisdiction of the Louisiana courts under LSA-R.S. 13:3201 et seq.

After a hearing, the trial court rendered judgment in favor of defendants Geneen, Hechler, and Woods and against plaintiffs, sustaining defendants' exception pleading the objection of lack of jurisdiction over the person and dismissing plaintiffs' demands. From this adverse judgment, plaintiffs appeal, *758 contending that the trial court erred in sustaining the declinatory exception.

LAW

Louisiana's Long-arm Statute, LSA-R.S. 13:3201 provides as follows:

A. A court may exercise personal jurisdiction over a nonresident, who acts directly or by an agent, as to a cause of action arising from any one of the following activities performed by the nonresident:
(1) Transacting any business in this state.
(2) Contracting to supply services or things in this state.
(3) Causing injury or damage by an offense or quasi offense committed through an act or omission in this state.
(4) Causing injury or damage in this state by an offense or quasi offense committed through an act or omission outside of this state if he regularly does or solicits business, or engages in any other persistent course of conduct, or derives revenue from goods used or consumed or services rendered in this state.
(5) Having an interest in, using or possessing a real right on immovable property in this state.
(6) Non-support of a child, parent, or spouse or a former spouse domiciled in this state to whom an obligation of support is owed and with whom the nonresident formerly resided in this state.
(7) Parentage and support of a child who was conceived by the nonresident while he resided in or was in this state.
(8) Manufacturing of a product or component thereof which caused damage or injury in this state, if at the time of placing the product into the stream of commerce, the manufacturer could have foreseen, realized, expected, or anticipated that the product may eventually be found in this state by reason of its nature and the manufacturer's marketing practices.
B. In addition to the provisions of Subsection A, a court of this state may exercise personal jurisdiction over a nonresident on any basis consistent with the constitution of this state and of the Constitution of the United States.

Paragraph B, which was added by Acts, 1987, No.

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Cite This Page — Counsel Stack

Bluebook (online)
551 So. 2d 755, 1989 La. App. LEXIS 1765, 1989 WL 119638, Counsel Stack Legal Research, https://law.counselstack.com/opinion/briley-marine-service-inc-v-toups-lactapp-1989.