Delano Plantation, Inc. v. Lowery

770 So. 2d 798, 99 La.App. 3 Cir. 1752, 2000 La. App. LEXIS 1498, 2000 WL 745386
CourtLouisiana Court of Appeal
DecidedJune 7, 2000
Docket99-1752
StatusPublished
Cited by2 cases

This text of 770 So. 2d 798 (Delano Plantation, Inc. v. Lowery) 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
Delano Plantation, Inc. v. Lowery, 770 So. 2d 798, 99 La.App. 3 Cir. 1752, 2000 La. App. LEXIS 1498, 2000 WL 745386 (La. Ct. App. 2000).

Opinion

770 So.2d 798 (2000)

In re DELANO PLANTATION, INC., et al.
v.
June Amy LOWERY, et al.

No. 99-1752.

Court of Appeal of Louisiana, Third Circuit.

June 7, 2000.
Rehearing Denied August 2, 2000.
Writ Denied November 13, 2000.

*799 Leslie J. Schiff, Schiff Law Corporation, Opelousas, LA, Counsel for Plaintiffs/Appellees.

G. Frederick Seemann, Fernandez & Seemann, Lafayette, LA, Otis E. Lomenick, Jr., Lomenick & Ashley, Opelousas, LA, Counsel for Defendants/Appellants.

(Court composed of OSWALD A. DECUIR, MICHAEL G. SULLIVAN, and GLENN B. GREMILLION, Judges.)

SULLIVAN, Judge.

Defendants, majority stockholders in Delano Plantation, Inc. (Delano), appeal the trial court's appointment of a permanent receiver to take control of the corporation's property and affairs. We affirm.

Facts[1]

Delano was incorporated by Bessie Nicholson Clopton. Prior to her death, Ms. Clopton donated stock in the corporation to her nephew, James Nicholson Lowrey, and his son, James Bettison Lowrey. At her death, Ms. Clopton's shares of corporate stock were inherited by James Bettison Lowrey. Upon the death of James Nicholson Lowrey, his estate was inherited by his wife, Clementine Guilbeaux Lowrey (one-half with a usufruct over the other one-half) and his children James Bettison Lowrey and Ann Lowrey Robinson (one-half subject to the usufruct in favor of their mother). James Bettison Lowrey died in 1979, leaving his estate to his children, Brandon, Alice, and Lainnie Lowrey. Currently, stock in Delano is owned by Brandon, Alice, and Lainnie Lowrey, Ann Lowrey Robinson, and the succession of Clementine Lowrey.

At its inception, Delano was a farming operation. After the deaths of James Nicholson and James Bettison Lowrey, June Lowrey, widow of James Bettison Lowrey, served as president of Delano and was in control of corporate operations until 1987. Delano's Board of Directors consisted of Brandon, Alice, and Lainnie Lowrey and Clementine Lowrey. During the 1980's, Delano began receiving oil and gas revenues. In 1988, the corporation's farming operations ceased. Delano continues to receive oil and gas revenues. It also receives rental revenues from leases on portions of its property for farming and hunting. Revenue is also occasionally generated by the sale of timber.

A derivative action, alleging mismanagement of Delano by its corporate officers, was filed by Clementine Lowrey and Ann Lowrey Robinson. Thereafter, suit was filed for the appointment of a receiver, and a temporary receiver was appointed. Following a hearing on March 17, 1998, the trial court appointed a permanent receiver. Defendants, June, Brandon, Lainnie and Alice Lowrey appeal. They assign three errors by the trial court: 1) finding that the corporation is in need of a receiver, 2) finding that salaries paid to officers were not proper when there is no proof in the record, and 3) appointing a receiver based upon past practices of the corporate officers.

Standard of Review

The appointment of a receiver is subject to sound judicial discretion. La-Fleur v. Guilbeau, 617 So.2d 1362 (La. App. 3 Cir.1993). The decision to appoint a receiver is influenced by the trial court's consideration of whether it would serve a *800 "useful purpose." Id. at 1366. The trial court must determine whether the facts justify the appointment of a receiver.

A trial court's findings of fact may not be reversed absent manifest error or unless it is clearly wrong. Stobart v. State of Louisiana, through Dep't of Transp. and Dev., 617 So.2d 880 (La.1993). Evaluations of credibility and reasonable inferences of fact should not be disturbed on review. When reviewing the trial court's findings of fact, the appellate court must review the entire record to determine whether the trial court's conclusion was a reasonable one. Id. If the trial court's findings are "reasonable in light of the record reviewed in its entirety, the court of appeal may not reverse, even if convinced that had it been sitting as the trier of fact, it would have weighed the evidence differently." Id. at 882-83, quoting Housley v. Cerise, 579 So.2d 973, 976 (La.1991).

Discussion

In written reasons, the trial court outlined its impression of this matter and detailed the facts which, in its view, necessitated the appointment of a receiver. We have reviewed the record and the applicable law and find the trial court's written reasons to be an accurate application of the law to the facts, and we adopt them as our own:

The matter before the Court involves a petition by minority shareholders of Delano Plantation, namely, Clementine Lowrey and Anne Lowrey Robinson. The defendants are in effect the majority shareholders who are directors and officers of the Corporation. The petition requested that a temporary receiver be appointed (which has been accomplished) and the matter before the Court at this time involves the issue as to whether or not a permanent receiver should be ordered. This request by the petitioner brings into consideration the following provisions of Louisiana Revised Statute 12:151, which provides in part as follows:
THE LAW
"The Court may, after trial, appoint a receiver to take charge of the corporation's property when it is made to appear, in a proceeding instituted against the corporation:
(1) By any shareholder or creditor, that the directors or officers of the corporation are jeopardizing the rights of its shareholders or creditors by grossly mismanaging the business, or by committing gross and persistent ultra vires acts, or by wasting, misusing or misapplying the assets of the corporation ..."
In applying the above to the facts of the case at bar, there is a readily obvious disagreement between the parties as to just exactly what the requirements are before the Court can order the appointment of a permanent receiver. Counsel for the defendants obviously denies that there are any grounds whatsoever for the appointment of a receiver, but in addition he suggests to the Court that a receiver is not to be appointed absent a finding of "wreck and ruin". Counsel for the plaintiffs suggests that the facts are sufficient to warrant the appointment of a receiver and argues that it is not necessary for the evidence to establish "wreck and ruin" but that rather it is sufficient if the actions of the officers and directors are equal to gross mismanagement by way of a wasting, misuse or misapplication of the Corporate assets. The Court has reviewed the jurisprudence relied upon in the briefs filed by all parties, and concludes that in the light of the present provisions of Title 12 of the Louisiana Revised Statutes, it is not necessary to prove wreck and ruin. In the opinion of the Court it is clear that the legislature felt that it was imperative to offer protection to shareholders from the actions of the directors and officers when those actions resulted in either gross mismanagement or gross and persistent "wasting, misusing, or misapplying the assets *801 of the corporation ...". In reaching this conclusion, the Court is guided not only by the results reached by the jurisprudence, but also the language and intent thereof. See LaFleur v. Guilbeau, 617 So.2d 1362, (La.App. 3 Cir.1993), and West v. Certified Credit Corp., 162 So.2d 589 [ (La.App. 2 Cir.1964), writ denied, 246 La. 575, 165 So.2d 479 (1964) ].

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Related

Delano Plantation v. Lowrey
10 So. 3d 260 (Louisiana Court of Appeal, 2009)
Delano Plantation v. June Amy Lowrey
Louisiana Court of Appeal, 2006

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Bluebook (online)
770 So. 2d 798, 99 La.App. 3 Cir. 1752, 2000 La. App. LEXIS 1498, 2000 WL 745386, Counsel Stack Legal Research, https://law.counselstack.com/opinion/delano-plantation-inc-v-lowery-lactapp-2000.