Delano Plantation v. Lowrey

926 So. 2d 728, 2006 WL 862880
CourtLouisiana Court of Appeal
DecidedApril 5, 2006
Docket05-1337
StatusPublished
Cited by1 cases

This text of 926 So. 2d 728 (Delano Plantation v. Lowrey) 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 v. Lowrey, 926 So. 2d 728, 2006 WL 862880 (La. Ct. App. 2006).

Opinion

926 So.2d 728 (2006)

DELANO PLANTATION, et al.
v.
June Amy LOWREY.

No. 05-1337.

Court of Appeal of Louisiana, Third Circuit.

April 5, 2006.

*730 Stan Gauthier, II, Stan Gauthier, II, A Law Corporation, Lafayette, LA, for Plaintiff/Appellant, Alice Ann Lowrey Robinson.

Leslie J. Schiff, Schiff Law Corporation, Opelousas, LA, for Plaintiff/Appellant, Alice Ann Lowrey Robinson.

Douglas C. Longman, Jr., Perret Doise, Lafayette, LA, for Appellee, Charles A. Going, CPA.

G. Frederick Seemann, Lafayette, LA, for Secondary Defendants/Appellants, Brandon Lowrey, Lainnie Lowrey, Alice Lowrey, June Amy Lowrey.

Otis Eugene Lomenick, Jr., Opelousas, LA, for Secondary Defendant/Appellant June Amy Lowrey.

Court composed of JOHN D. SAUNDERS, OSWALD A. DECUIR, and BILLY HOWARD EZELL, Judges.

DECUIR, Judge.

On appeal before us is an ongoing dispute among the shareholders of Delano Plantation, Inc. A permanent receiver was appointed in 1998 to take control of Delano's property and affairs, and the Receiver filed a rule to show cause in 2003 asking the court to adopt his proposed financial statement (referred to in this litigation as a "restatement") of the corporation's financial condition. The trial court revised the Receiver's proposed restatement and thereafter adopted it as the judgment of the court. Both the minority shareholder, Plaintiff Anne Robinson, and the opposing majority shareholders, the Lowrey Defendants, have appealed the trial court's judgment. The Receiver, Charles Going, advocates affirming the judgment. After due *731 consideration of the evidence, we affirm the judgment rendered below.

BACKGROUND

Delano Plantation encompasses a 1700 acre tract of low lying farmland and timberland located in the West Atchafalaya Floodway in St. Landry Parish. The land, site improvements, and timber had an appraised value of slightly over $1.6 million in 2004.

The plantation was incorporated in 1960 by Bessie Nicholson Clopton who is now deceased. At the time of trial, shares in the corporation were owned by siblings Brandon, Lainnie, and Alice Lowrey, their mother, June Amy Lowrey, and their aunt, Anne Lowrey Robinson. In 1990, Plaintiff, Anne Robinson, and her mother, Clementine Lowrey, also now deceased, filed a derivative action against June and her children, alleging mismanagement of the corporation by its officers. The allegations included the personal use of corporate assets, excessive officers' salaries, unrecorded shareholder loans, and inefficient spending on farming operations.

Six years later, the Plaintiff filed a supplemental petition seeking the appointment of a receiver to handle the affairs of the corporation pursuant to La.R.S. 12:151. The trial court granted the request and appointed Charles Going temporary receiver in 1996. He was appointed permanent receiver in 1999 after the trial court found waste and misuse of corporate assets. The appointment was affirmed by this court in the opinion entitled In re: Delano Plantation, Inc. v. Lowery, 99-1752 (La.App. 3 Cir. 6/7/00), 770 So.2d 798, writ denied, 00-2564 (La.11/13/00), 774 So.2d 149, which contains a review of the procedural background and facts pertinent to the matters now before us.

At the time of trial, Brandon Lowrey was primarily responsible for the Delano land, overseeing the tenant farmers and maintaining the property, as he has done since his father's death in 1979 when Brandon was seventeen years old. During the course of this litigation, however, the Receiver has handled all business affairs of the corporation, from paying bills to negotiating leases. Testimony from the Receiver shows that he has been in constant contact with the shareholders. He was given access to numerous records, primarily from the 1980s, which detailed the operations of the plantation under the leadership of June Lowrey. The Receiver's opinion was that, due to acrimony among the shareholders, it will be necessary to liquidate the corporation and divide the assets. Accordingly, pursuant to the powers vested in him by virtue of La.R.S. 12:152, the Receiver prepared a draft restatement of Delano's financial statement which suggested a valuation of the corporation had it not been mismanaged during the 1980s by the Lowrey Defendants.

The Receiver's proposal was submitted to the attorneys for the shareholders in early 2002. After considering commentary from the parties, the Receiver revised his proposal. In November of 2003, the Receiver moved the trial court to adopt his proposal as the financial statement of Delano, and the matter was eventually set for trial in August of 2004. The Lowrey Defendants filed numerous exceptions, all of which were denied by the trial court. After two days of testimony, the trial court instructed the Receiver to make certain revisions to his evaluation, and the restatement was then adopted as the judgment of the court. The trial court stated in part:

THE RECEIVER'S EVALUATION AND RESTATEMENT

The Court has mixed emotions with regards to the proposal submitted by the Receiver. In this connection, the *732 Court agrees that there was obviously a significant amount of mismanagement by the defendants, and the Court, in effect, agrees in concept with the Receiver's methodology of restating the financial statements of the corporation. Additionally, the Court concurs in the Receiver's ability to rely upon the evidence submitted which has as its basis statistics from LSU. On the other hand, the Court also believes, at least in part, the testimony of Brandon Lowrey which was basically uncontradicted and which alluded to the unique problems with this farm regarding such things as drainage, weed infestation, et cetera. Unfortunately for the defendants, even taking that testimony into consideration, the Court is still convinced that the defendants must be held accountable for their actions. That having been said, the Court is going to adopt the Amended Restatement Proposal as attached to the Receiver's Post Trial Memorandum, a copy of which is attached hereto and made a part hereof, subject to the hereinafter "refinements."

REFINEMENTS

The restatement of the Receiver shall be adjusted to reduce by forty (40%) percent the variances as set forth therein. In this connection, the Court notes that the "summary" reflects a variance of $1,713,887.49 [in excess farming expenses]. Thus, same shall be adjusted by reducing that amount by forty (40%) percent. Secondly, the calculations of the Receiver shall be made in such a way as to ensure that the expenses of the corporation in connection with the entirety of this litigation and the receivership in whole are calculated so as not to reduce the value of the plaintiff's interest in the corporation. In this connection, the Court is of the opinion that the plaintiff should not be required to bear any costs incurred in "righting the wrong." Finally, the Court specifically concludes that it is appropriate for the Receiver to adjust his calculations pursuant to these directions charging the defendants with the interest on the shareholder loans as recommended. It is also appropriate for the Receiver to give the defendants reasonable credit for the taxes that the corporation did not have to pay based on the appropriate calculations as required by this decision.

Thereafter, the Receiver submitted a revised restatement to the court in accordance with the instructions set forth in the reasons for judgment. The trial court then rendered judgment in favor of the Receiver, incorporating his revised restatement into a judgment.

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Related

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

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Bluebook (online)
926 So. 2d 728, 2006 WL 862880, Counsel Stack Legal Research, https://law.counselstack.com/opinion/delano-plantation-v-lowrey-lactapp-2006.