Carmouche Law Firm, APLC v. Pias

880 So. 2d 49, 4 La.App. 3 Cir. 130, 2004 La. App. LEXIS 1853
CourtLouisiana Court of Appeal
DecidedJuly 21, 2004
DocketNo. CA 2004-130
StatusPublished

This text of 880 So. 2d 49 (Carmouche Law Firm, APLC v. Pias) 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
Carmouche Law Firm, APLC v. Pias, 880 So. 2d 49, 4 La.App. 3 Cir. 130, 2004 La. App. LEXIS 1853 (La. Ct. App. 2004).

Opinion

L SAUNDERS, Judge.

Plaintiffs and defendant appeal the judgment of the trial court awarding Scott Pias $38,234.50, for termination without cause by The Carmouche Law Firm (“TCLF”) and payment for work performed for the firm from October 1, 1996 to December 6, 1996, and awarding TCLF $6,102.02 based on the calculation found in a Shareholders Agreement addressing the redemption of shares upon a shareholder’s termination. TCLF also appeals the trial court’s decision to appoint a liquidator to facilitate the dissolution of TCLF. For the reasons stated below we affirm in part, reverse in part, and remand.

FACTS

The TCLF, is a professional law corporation formed in April of 1990. As of January of 1996, the shareholders/di[52]*52rectors of the firm were Joseph A. Dela-field, David, R Frohn, W. Joseph Mize, Scott J. Pias, John F. Robichaux, Terry Thibodeaux, and John F Wadsaek. On February 14, 1996, all shareholders of the firm signed a Shareholders Agreement, effective as of October 1, 1995, which forms the basis for this suit. Additionally, all shareholders also signed an Employment Agreement, also effective October 1, 1995.

In the Spring of 1996, Delafield and Pias accepted representation of Crane Ceaux. During the course of that litigation, Dela-field and Pias were cited for contempt by the presiding judge. Marty Stroud was retained to represent Delafield and Pias in this contempt proceeding, with an agreement among all shareholders of TCLF that the firm would pay all legal bills for his representation of Delafield and Pias in the contempt proceeding.

In late September 1996, during the pen-dency of the contempt proceeding, Dela-field and Pias traveled to Chicago to attend the National Bond Lawyers | ¡Association annual meeting. While at this conference, the attorney for the Fourteenth Judicial District Court presented a letter for Delafield and Pias to sign. The letter was not presented during this trial, and the actual contents of it are the subject of much dispute. It is alleged by Pias that it contained an admission of guilt as to the contempt charge, and a formal apology. Pias and Delafield were contacted in Chicago by Mize to discuss the letter, its contents, and whether they would agree to sign. Believing the letter contained an admission of guilt, Pias and Delafield both refused to sign the letter.

The actual chain of events following the phone conversations between Mize and Pias and Mize and Delafield are intensely contested. Pias and Delafield both allege that they were told they must sign the letter or the firm would refuse to pay Stroud’s attorney fees on their behalf and they would be asked to leave the firm. Frohn, Mize, Robichaux, Thibodeaux, and Wadsaek deny that there was ever any mention of termination during this discussion, or after Pias and Delafield returned from the conference. Pias and Delafield eventually resolved the contempt issue by signing a different letter of apology, and Stroud’s legal fees were eventually paid by the firm. Pias remained at TCLF wrapping up his files until December 6, 1996. The firm continued the practice of law until January of 1998, at which time Dela-field tendered his resignation and the remaining members split and formed two new law firms, Frohn & Thibodeaux and Robichaux, Mize & Wadsaek. Delafield, Frohn & Thibodeaux, and Robichaux, Mize & Wadsaek all continued to occupy the physical space which had been leased by TCLF.

Following Pias’ departure, Robichaux wrote a letter to Pias advising him that, based upon the withdrawal formula contained within the Shareholders Agreement, | aPias owed the firm $49,552.87, payable in thirty-six ■ monthly installments. The Shareholders Agreement, signed by all shareholder/directors of the firm on February 14, 1996, contains the following provision for redemption of shares upon a shareholder’s termination:

1.1 Withdrawal. Should a shareholder’s employment with the Corporation terminate for any reason other than the shareholder’s permanent disability or retirement (both as described below) or death, the Corporation shall redeem the entirety of its common stock held by that shareholder for a redemption price equal to that shareholder’s proportionate share (determined by dividing the number of shares of stock of the Corporation outstanding on such date) of the outstanding stock of the corporation [53]*53(Capital Percentage) as of the beginning of the fiscal year in which that shareholder’s termination of employment is effective, times eighty percent (80%) of the invoiced and unpaid fee and expense accounts receivable of Corporation, that are 120 or less days old and reasonably determined by the Corporation to be collectible, as of the effective date of withdrawal; plus the shareholder’s capital percentage times a sum equal to six (6) times the average monthly net earnings of the Corporation for the twelve (12) consecutive calendar months immediately preceding the calendar month of the effective date of withdrawal; less the shareholder’s capital percentage times the total outstanding indebtedness of the Corporation on the following obligations: [1] First National Bank Long Term Loan; [2] First National Bank Line of Credit Loan; [3] Building Space Lease with Premier Bank; [4] Notes payable to shareholders; and [5] accounts payable.

In June of 1999, following Pias’ refusal to pay, TCLF filed a Petition for Money Judgment. Pias filed an exception claiming non-joinder of indispensable parties, seeking to have the other shareholders/directors joined as parties to the lawsuit. The trial court sustained the objection and ordered that Robichaux, Mize, Frohn, Thi-bodeaux, and Wadsack be made parties to the lawsuit. In June of 2001 Pias filed an Answer to Plaintiffs Petition for Money Judgment and First Supplemental and Amending Petition and Reconventional Demand. In his reconventional demand Pias sought damages specified under his employment contract for termination without cause. In addition, Pias requested the appointment of a | ¿liquidator pursuant to La.R.S. 12:143. Trial on the merits was held May 12 and 13, 2003.

The trial court issued Written Reasons for Judgment on June 6, 2003. The court held that Pias owed TCLF $6,102.02 under the terms of the Shareholders Agreement. The court also held that Pias was terminated by TCLF without cause and awarded him $25,546.50 under the terms of his Employment Agreement, and $12,688.00 for work he performed for the firm between October 1, 1996, and December 6, 1996. Finally, the trial court appointed a liquidator as requested by Pias to force the dissolution of TCLF, which the trial court found was no longer operational. On August 28, 2003, the trial court entered a money judgment in favor of Pias in the amount of $31,264.76 and appointed Leslie Knox as the liquidator of the TCLF.

MOTIONS OF NO RIGHT/CAUSE OF ACTION

As a preliminary matter, all parties filed exceptions in this appeal. Pias filed a Peremptory Exception of No Right of Action against the individual shareholders/directors of TCLF. He alleges that they have no right to appeal a judgment in favor of or against TCLF. He urges they cannot seek redress through appeal on behalf of the corporation as requested in their answers. In support of this contention Pias cites the first circuit case of Dawson Engineers, Inc. v. Lemel Iron Works, Inc., 307 So.2d 771 (La.App. 1 Cir. 1975), claiming that the situation in the present matter is “factually identical” to the Dawson case.

Dawson is clearly distinguishable from the present matter.

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Bluebook (online)
880 So. 2d 49, 4 La.App. 3 Cir. 130, 2004 La. App. LEXIS 1853, Counsel Stack Legal Research, https://law.counselstack.com/opinion/carmouche-law-firm-aplc-v-pias-lactapp-2004.