Commercial Flooring & Mini Blinds, Inc. v. Edenfield

138 So. 3d 30, 2013 La.App. 1 Cir. 0523, 2014 WL 585285, 2014 La. App. LEXIS 374
CourtLouisiana Court of Appeal
DecidedFebruary 14, 2014
DocketNo. 2013 CA 0523
StatusPublished
Cited by11 cases

This text of 138 So. 3d 30 (Commercial Flooring & Mini Blinds, Inc. v. Edenfield) 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
Commercial Flooring & Mini Blinds, Inc. v. Edenfield, 138 So. 3d 30, 2013 La.App. 1 Cir. 0523, 2014 WL 585285, 2014 La. App. LEXIS 374 (La. Ct. App. 2014).

Opinion

HIGGINBOTHAM, J.

1 gThis action involves a dispute over the conversion of business assets. The appeal challenges a $601,380.00 damage award in a judgment rendered September 7, 2012, pursuant to a jury verdict. The verdict was in favor of Commercial Flooring and Mini Blinds, Inc. (CFMB-Inc.) and Commercial Flooring and Mini Blinds of Baton Rouge, L.L.C. (CFMB-BR), collectively referred to as the plaintiffs, and against Stephen Keith Edenfleld (Keith) and Commercial Flooring of Baton Rouge, L.L.C. (CF-BR), collectively referred to as the defendants. The amount awarded by the jury represented compensation to the plaintiffs for the defendants’ wrongful conversion of CFMB-Inc.’s one-half interest in the assets of CFMB-BR. The judgment dismissed the plaintiffs’ conversion claim against a third defendant, Marshall Kyle Edenfleld (Kyle). The defendants moved for a new trial, or in the alternative, remittitur, and a judgment notwithstanding the verdict. The trial court denied all of the defendants’ post-trial motions; this appeal followed. For the outlined reasons, we amend the judgment in part, and as amended, we affirm.

FACTS AND PROCEDURAL HISTORY

In 1996, Patrick J. Rooney (Pat) acquired the assets of a flooring business in the New Orleans area and he formed a new business known as CFMB-Inc. As the business grew and thrived, CFMB-Inc. expanded into Baton Rouge. Pat hired Keith Edenfleld to manage the Baton Rouge location. In 1999, Pat and Keith decided to become business partners when they formally created a new limited liability company (L.L.C.) for the Baton Rouge operation, which they called CFMB-BR. Keith and CFMB-Inc. each owned a 50% membership interest in the [34]*34new L.L.C. The Baton Rouge business continued to grow and expand with different locations doing business as Floor-scapes at one location and Flooring Depot U.S.A. at another location.

|sOn October 1, 2004, Pat and Keith formed yet another L.L.C. called Roonfield Properties, L.L.C. (Roonfield), in order to purchase property and a building located on Airline Highway in Baton Rouge. Keith and Pat (not CFMB-Inc.) each owned a 50% membership interest in Roonfield. Roonfield then leased the property/building to CFMB-BR under a verbal agreement so that CFMB-BR could operate its Baton Rouge businesses, Flooring Depot U.S.A. and Floorscapes, at the Airline property location. Keith managed CFMB-BR with the help of his brother, Kyle, and Pat received a monthly salary and benefits for his role as a partner in the business.

Following Hurricane Katrina in 2005, Pat decided to sell his New Orleans business operation, CFMB-Inc. to his son, Christian Rooney, who had formed his own business, Commercial Flooring Gulf Coast, L.L.C. (CF-GC), in 2006. However, the sale of CFMB-Inc.’s New Orleans operations specifically excluded and did not affect CFMB-Inc.’s membership interest in CFMB-BR. It was somewhere at that point in time that Pat and Keith began to engage in informal discussions about the possible sale of the Baton Rouge business operations.

In 2006, Pat and Keith offered to sell Roonfield to another flooring business for $2.1 million, so that each of them would clear $500,000.00 after the Roonfield property debt was paid. However, that deal was never finalized. In 2007, Keith’s brother, Kyle, approached Pat to discuss Kyle’s purchase of Pat’s interest in Roon-field for $500,000.00, which could have resulted in the Edenfield brothers each owning a 50% membership interest in Roonfield. While Pat agreed to Kyle’s proposal, Kyle could not complete the financial arrangements in order to make the purchase final. Discussions continued, and on August 30, 2007, Pat and Keith closed on a sale in which Pat assigned his 50% membership interest in Roonfield to Keith for $500,000.00. Consequently, after the assignment was complete Keith owned 100% of the membership interest in Roonfield.

_JjA dispute arose, however, over what was actually sold to Keith in the Roonfield assignment. The language of the assignment document was silent as to CFMB-Inc. and CFMB-BR. The document explicitly stated that the assignment represented “the complete understanding between the parties ..., and supersedes all prior negotiations, representations, guarantees, warranties, promises, statements, or agreements, either written or oral, between the parties.” Despite this language, Keith maintained that after the closing he owned 100% of the entire Baton Rouge business operations (Roonfield and CFMB-BR). Keith stated that he had a verbal agreement with Pat where Keith paid $500,000.00 for Pat’s 50% membership interest in Roonfield as well as CFMB-Inc.’s 50% membership interest in CFMB-BR. Keith paid an additional $213,375.67 in debts owed by CFMB-BR so that the deal could be refinanced. After the closing, CFMB-BR continued to pay Pat a salary of $2,500.00 per month and allowed him to use a credit card that was paid by CFMB-BR, just as before the closing.

On the same day of the closing Keith formed a new L.L.C. called CF-BR. He also opened new bank accounts for CF-BR and began transferring the assets of CFMB-BR into CF-BR. It was not until September 2008, after seeing tax returns for CFMB-BR, that Pat allegedly learned [35]*35that Keith no longer considered Pat’s company, CFMB-Inc, a co-owner of CFMB-BR. At that time, Pat also purportedly learned about Keith’s new company, CF-BR, in which Kyle had a membership interest, and that Keith and/or Kyle had transferred all of CFMB-BR’s assets into the new company. Because Pat denied that CFMB-Inc. sold its 50% membership interest in CFMB-BR at the same time that Keith purchased Pat’s 50% membership interest in Roonfield, Pat consulted an attorney.

This lawsuit was filed on December 2B, 2008, on behalf of CFMB-Inc. and CFMB-BR for damages, an accounting, and in-junctive relief against Keith and his new business, CF-BR. CFMB-Inc. and CFMB-BR specifically alleged that Keith | ^and CF-BR wrongfully converted CFMB-Inc.’s one-half interest in the assets of CFMB-BR. The same allegations were later made against Kyle, when he was added as an additional defendant in a supplemental and amending petition on June 29, 2010. Keith and CF-BR defended the lawsuit on the grounds that CFMB-Inc. no longer had any ownership interest in the assets of CFMB-BR after the closing date on August 30, 2007, and alternatively, that Keith and CF-BR were entitled to a credit for the payment of debts made on behalf of CFMB-Inc. and CFMB-BR.

A four-day jury trial was held in August 2012. The jury ultimately found that CFMB-Inc. did not sell its membership interest in CFMB-BR to Keith or CF-BR when Pat sold his membership interest in Roonfield to Keith on August 30, 2007. Additionally, the jury found that Keith and CF-BR, but not Kyle, had wrongfully converted CFMB-Inc.’s one-half interest in CFMB-BR, and that the value of the assets converted by Keith and CF-BR was $601,330.00. The trial court signed a judgment rendered in accordance with the jury verdict, and thereafter, denied Keith and CF-BR’s motions for new trial, remittitur, and judgment notwithstanding the verdict.

Keith and CF-BR appeal, asserting error in the jury’s failure to recognize that a sale of all of Pat and CFMB-Inc.’s interests in the entire Baton Rouge operation took place on August 30, 2007; thus, it was error to award damages for conversion. The defendants also argue there was insufficient evidence to award damages and that the trial court erred in allowing the valuation testimony of the plaintiffs’ expert.

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Cite This Page — Counsel Stack

Bluebook (online)
138 So. 3d 30, 2013 La.App. 1 Cir. 0523, 2014 WL 585285, 2014 La. App. LEXIS 374, Counsel Stack Legal Research, https://law.counselstack.com/opinion/commercial-flooring-mini-blinds-inc-v-edenfield-lactapp-2014.