GAUBERT OIL COMPANY, INC. NO. 19-CA-120
VERSUS FIFTH CIRCUIT
BAYOU FUEL MARINE AND HARDWARE COURT OF APPEAL SUPPLIES, INC., C&M CONTRACTORS INC., LAFITTE REAL ESTATE, L.L.C., STATE OF LOUISIANA JACQUELYN R. DAIGLE, JARED DAIGLE, CHAD DAIGLE, GULF COAST BANK AND TRUST COMPANY, NEW ORLEANS REGIONAL BUSINESS DEVELOPMENT LOAN CORPORATION, JLH ENTERPRISES, L.L.C., JEAN LAFITTE HARBOR, L.L.C., JEAN LAFITTE MARINE, L.L.C.
ON APPEAL FROM THE TWENTY-FOURTH JUDICIAL DISTRICT COURT PARISH OF JEFFERSON, STATE OF LOUISIANA NO. 759-820, DIVISION "N" HONORABLE STEPHEN D. ENRIGHT, JR., JUDGE PRESIDING
October 23, 2019
JOHN J. MOLAISON, JR. JUDGE
Panel composed of Judges Marc E. Johnson, Stephen J. Windhorst, and John J. Molaison, Jr.
AFFIRMED JJM MEJ SJW COUNSEL FOR PLAINTIFF/APPELLANT, GAUBERT OIL COMPANY, INC. Daniel A. Ranson Ryan C. Higgins
COUNSEL FOR DEFENDANT/APPELLEE, GULF COAST BANK AND TRUST COMPANY, NEW ORLEANS REGIONAL BUSINESS DEVELOPMENT LOAN CORPORATION Wayne A. Maiorana, Jr. Robert A. Mathis MOLAISON, J.
This is an appeal from the grant of a partial summary judgment in favor of
two defendants, Gulf Coast Bank and Trust Company (Gulf Coast) and New
Orleans Regional Business Development Loan Corporation (RLC) in a revocatory
action filed by Gaubert Oil Company, Inc. (Gaubert). The revocatory action is one
of several claims asserted in a petition filed by Gaubert against numerous
defendants as a result of a default on a promissory note held by Gaubert. Gulf
Coast and RLC (collectively known as “the lenders”) are lenders and hold
mortgages and other security interests in certain immovable and movable property
that Gaubert asserts was owned by Bayou Fuel Marine and Hardware Supplies,
Inc. (Bayou Fuel), the maker of the promissory note which forms the basis of the
revocatory action. Gaubert asserts that the property was sold to a third party,
increasing or causing the insolvency of the debtor. For the following reasons, we
affirm the judgment.
PROCEDURAL HISTORY
On April 12, 2016, Gaubert filed a petition naming defendants, Bayou Fuel,
C&M Contractors, Inc. (C&M), Lafitte Real Estate, LLC (Lafitte Real Estate),
Gulf Coast, RLC, Jean Lafitte Harbor, LLC, Jean Lafitte Marine, LLC, JLH
Enterprises, LLC, (JLH), Jacquelyn Daigle, Chad Daigle, and Jared Daigle as
solidary obligors. The petition states a claim for indebtedness on a promissory note
made by Bayou Fuel, a revocatory action, enforcement of a security interest and
purchaser liability.
The petition claims that on March 3, 2016, Bayou Fuel, C&M and Lafitte
Real Estate sold movable and immovable property to JLH, adversely affecting
Gaubert’s security interest in the property. The petition prays for a judgment
against all defendants, who Gaubert asserts are solidary obligors, that includes the
annulment of the sale and transfer of any property, the liquidation of the property,
19-CA-120 1 and the annulment of any and all security interests held by the lenders resulting
from the sale.
Gaubert filed a motion for summary judgment against defendants Bayou
Fuel, Jacquelyn Daigle, Jared Daigle and Chad Daigle as to a promissory note
made by Bayou Fuel in Gaubert’s favor. The trial court granted that motion in a
judgment rendered on December 17, 2017. In that judgment, the trial court found
that Bayou Fuel and the Daigles defaulted on a promissory note and were solidarily
liable for payment to Gaubert in the amount of $609,726.35. That judgment was
appealed to this Court. However, before the appeal was considered, the parties
reached a compromise to satisfy the judgment, and ultimately filed a joint motion
to dismiss the appeal. This Court granted that motion on October 8, 2018.
Gaubert Oil Company, Inc., v. Bayou Marine and Hardware Supplies, Inc., 18-225
(La. App. 5th Cir.).
In the instant appeal, Gulf Coast and RLC filed a motion for summary
judgment, primarily arguing that a revocatory action cannot cancel a lender’s
mortgage. The trial court granted the summary judgment finding in part that, a
revocatory action only lies to revoke contracts between third parties and the
obligor. The trial court reasoned that at the time of the sale, Lafitte Real Estate and
C&M, two of the sellers, were not Gaubert’s obligors. Finally, the trial court
found that Gaubert had no recorded lien interests in the assets of Lafitte Real
Estate and C&M at the time of the sale.
Gaubert filed a motion for new trial which the trial court granted in part to
clarify the original judgment. The trial court found that there is no genuine issue
of material fact, and the lenders are entitled to judgment as a matter of law with
regard to Gaubert’s assertion of a revocatory action seeking to directly annul the
lenders’ mortgages and security interests, and dismissed those claims with
prejudice. The judgment clarified that the summary judgment was granted as to
19-CA-120 2 Gaubert’s assertion that the lenders’ mortgages may be invalid based on a theory
that Bayou Fuel, C&M and Lafitte Real Estate operated as a single business
enterprise. The judgment makes it clear that nothing in the original judgment
affects Gaubert’s claim that Bayou Fuel, C&M, and Lafitte Real Estate operated as
a single business enterprise and that each is a solidary obligor on the promissory
note, and that nothing in the original judgment is meant to affect the ranking of any
security interest. Gaubert appeals.
In a separate, but related appeal pending before this Court, defendants, JLH,
Jean Lafitte Harbor, LLC and Jean Lafitte Marine, LLC, filed a motion for
summary judgment in the revocatory action. The trial court granted that motion
and dismissed Gaubert’s revocatory action against JLH, noting that the other two
defendants were previously dismissed with prejudice from this case by a judgment
dated November 27, 2018. Gaubert Oil Company, Inc. v. Bayou Fuel Marine and
Hardware Supplies, Inc., 19-252 (La. App. 5th Cir.) ____ So.3d ___.
FACTS
Bayou Fuel, C&M and Lafitte Real Estate are businesses started by Kenneth
Daigle and Al Gross in the 1970’s in Lafitte, Louisiana. Bayou Fuel operated as a
marina and supply business selling fuel, groceries, marine and hardware supplies.
C&M provided crane and dock services for the oil field industry with equipment to
load and unload barges. C&M also rented boats and cabins, and operated a trailer
park. Lafitte Real Estate owned the immovable property, located at 4932 Kenal
Drive, which it leased to the other two entities.
In 2006, Kenneth Daigle’s sons, Chad and Jared, purchased Mr. Gross’ 50%
shares in the businesses for $2.6 million through financing and a mortgage with
Whitney Bank. That mortgage was subsequently assigned to NCC Financial, LLC
(NCC). After that transaction, all three businesses were owned by Jacquelyn
19-CA-120 3 Daigle (Nicholas Daigle’s wife) (50%), Chad Daigle (26%) and Jared Daigle
(24%) respectively.
Gaubert, a supplier of commercial fuel including gasoline and diesel fuel,
sold fuel to C&M and Bayou Fuel on an open account for many years, and the
parties agreed that a good business relationship existed among them. In 2014,
when the amount unpaid on the open accounts grew to about $900,000.00, Gaubert
put deliveries on a cash on delivery basis. Shortly thereafter, Gaubert and Bayou
Fuel agreed to convert the accounts payable to a promissory note in favor of
Gaubert. Gaubert agreed to waive the finance charges on the amount due, and
Bayou Fuel executed a promissory note to Gaubert in the amount of $774,670.14.
In conjunction with the promissory note, the parties also executed a commercial
security agreement encumbering the equipment, inventory, accounts receivables,
and proceeds from the sale of any of the assets of Bayou Fuel. The documents
were filed in the Lafourche Parish registry. After a few months, the companies
stopped making payments to Gaubert on the promissory note because of financial
restraints.
In 2015, the Daigles’ decided to sell all of their holdings. Their real estate
agent secured an interested buyer, Nicholas Dinet, who agreed to purchase the real
property and all equipment and inventory for $3.1 million. However, Mr. Dinet
was unable to secure financing to complete the transaction.
Further negotiations involved Maria Couevas, who was only able to secure
financing in the amount of $1.8 million through a combination of loans including
one by Gulf Coast and two by RLC. RLC is a community development entity
which provides financing for commercial projects that banks will not fund.
An agreement to purchase the property for $1.8 million was executed and
the transaction was completed on March 3, 2016 by two acts of sale. In one,
Lafitte Real Estate sold the immovable property located at 4932 Kenal Drive for
19-CA-120 4 $1.8 million to JLH, which was represented by Maria Couevas. In the second,
Lafitte Real Estate, C&M and Bayou Fuel sold all movables and assets of all three
businesses for $1.8 million.1 Primary financing for the purchase was obtained by
an $840,000 loan from Gulf Coast and two $300,000 loans from RLC. An
amendment to the purchase agreement shows an agreement between the Daigles
and Ms. Couevas whereby the sellers would finance $600,000 of the purchase
price in the form of a mortgage on real property located at 3894 Jean Lafitte Road
in Lafitte, Louisiana. Additionally, Gulf Coast extended a $100,000 line of credit
to Jean Lafitte Harbor, LLC, a company related to JLH.
At the time of the sale, a mortgage in favor of Whitney Bank in the amount
of $4,080,000 was recorded in the Jefferson Parish records. The mortgage, which
had been assigned to NCC, had a balance due of $1,926,269.77. Because Gulf
Coast and RLC could not obtain first and second mortgages on the property until
the Whitney/NCC mortgage was paid in full and cancelled, the Whitney/NCC debt
was paid at the time of the act of sale. The settlement statement shows
disbursement of the funds for this purpose.
JLH executed promissory notes for each loan. The Gulf Coast and RLC
notes are secured by multiple indebtedness mortgages encumbering the Kenal
Drive property, multiple indebtedness mortgages encumbering two parcels of
immovable property owned by the buyer, and security agreements encumbering the
movable property transferred in the March 3, 2016 sale.2 All debt documents
related to the sale and loans by Gulf Coast and RLC were duly recorded in the
Jefferson Parish records.
Gaubert instituted this litigation to collect on the promissory note and to
revoke the sale of the property and assets. In the course of the litigation, Gaubert
1 This second act of sale makes it clear that the sale price included the immovable property. 2 It does not appear that the $600,000 promissory note in favor of the seller was secured by a mortgage.
19-CA-120 5 secured a judgment against Bayou Fuel and the Daigles on the promissory note in
the amount of $609,726.35. As noted above, the parties reached an agreement to
settle that portion of the litigation, and on September 28, 2018, Gaubert, Bayou
Fuel and the Daigles executed a partial dation en paiement3 acknowledging the
total indebtedness of $1,020,120.33, and transferring certain immovable property
owned by the Daigles. $291,320.73 remains as a deficiency after the dation en
paiement.
This protracted litigation continued and brings two summary judgments in
two separate appeals before this Court. On review in this appeal is the trial court’s
grant of a partial summary judgment concerning certain claims against Gulf Coast
and RLC.
ASSIGNMENTS OF ERROR
In brief to this Court Gaubert assigns four errors:
1.) The trial court erred in finding that the public records doctrine is an exception to the revocatory action and, therefore, prevents Gaubert from invalidating lenders’ mortgages and security interests on the property transferred by Gaubert’s obligors to JLH.
2.) The trial court erred in finding that the result of Gaubert’s revocatory action, if successful, will not affect the lenders’ mortgages and security interests in the property transferred by the Daigle Enterprise to JLH.
3.) The trial court erred in failing to recognize that genuine issues of material fact exist with respect to the ownership of the property transferred by the Daigle Enterprise to JLH precluding summary judgment in favor of the lenders.
4.) The trial court erred in finding that Lafitte Real Estate and C&M cannot be Gaubert’s obligors at the time of the sale as required in a revocatory action based on an erroneous interpretation of the single business enterprise theory having only prospective application.
3 Dation en paiement, or giving in payment, is a contract whereby an obligor gives a thing to the obligee, who accepts it in payment of a debt. La. C.C. art. 2655.
19-CA-120 6 LAW AND ANALYSIS
Appellate courts review the granting of summary judgment de novo using
the same criteria governing the trial court's consideration of whether summary
judgment is appropriate. Gutierrez v. State Farm Fire & Cas. Ins. Co., 13-341 (La.
App. 5 Cir. 10/30/13), 128 So.3d 509, 511. A motion for summary judgment is a
procedural device used to avoid a full-scale trial when there is no genuine issue of
material fact, and is favored and designed to secure the just, speedy, and
inexpensive determination of every action. Village Shopping Ctr. P'ship v. Kimble
Dev., LLC, 18-740 (La. App. 5 Cir. 4/24/19), 271 So.3d 376, 380. La. C.C.P. art.
966 A (3) provides that, “[a]fter an opportunity for adequate discovery, a motion
for summary judgment shall be granted if the motion, memorandum, and
supporting documents show that there is no genuine issue as to material fact and
that the mover is entitled to judgment as a matter of law.”
La. C.C.P. art 966 D (1) provides that the burden of proof rests with the
mover, unless the mover does not bear the burden of proof at trial on the issue that
is before the court. In that case, “the mover's burden on the motion does not
require him to negate all essential elements of the adverse party's claim, action, or
defense, but rather to point out to the court the absence of factual support for one
or more elements essential to the adverse party's claim, action, or defense. The
burden is on the adverse party to produce factual support sufficient to establish the
existence of a genuine issue of material fact or that the mover is not entitled to
judgment as a matter of law.” Id. A fact is material if it potentially insures or
precludes recovery, affects a litigant’s ultimate success, or determines the outcome
of the legal dispute. Hines v. Garrett, 2004-0806 (La. 6/25/04), 876 So.2d 764,
765-66.
A genuine issue is one as to which reasonable persons could disagree.
If reasonable persons could reach only one conclusion, there is no need for trial on
19-CA-120 7 that issue and summary judgment is appropriate. Id. Any decision as to the
propriety of a grant of the motion must be made with reference to the substantive
law applicable to the case. Only in the context of the applicable substantive law
can issues of material fact be ascertained. Johnson v. Folse, 07-1031 (La. App. 5
Cir. 5/27/08), 986 So.2d 110, 114, writ denied, 08-1377 (La. 9/26/08), 992 So.2d
991.
In the judgment on the motion for new trial, the trial court granted the
summary judgment, finding that there is no genuine issue of material fact and that
the lenders were entitled to summary judgment with regard to the validity of the
lenders’ mortgages and security interests. In its reasons for judgment, the trial
court found that under La. C.C. art. 20364 a revocatory action lies only to revoke
contracts between third parties and the obligor. Further, the court found that
Lafitte Real Estate and C&M were not obligors at the time of the sale, rejecting
Gaubert’s assertion that the single business enterprise theory is applicable. Finally,
the trial court found that Gaubert possessed no lien interests recorded in the public
records regarding assets belonging to Lafitte Real Estate and C&M, thus giving the
lenders protection from any claim as to those entities.
The judgment of the trial court retains Gaubert’s right to assert a revocatory
action seeking the annulment of the sale of assets of the three companies to JLH,
and does not affect the lenders status as parties pursuant to La. C.C. art. 2042.5
4 La. C.C. art. 2036 provides that; An obligee has a right to annul an act of the obligor, or the result of a failure to act of the obligor, made or effected after the right of the obligee arose, that causes or increases the obligor's insolvency. 5 La. C.C. art. 2042 provides that; In an action to annul either his obligor's act, or the result of his obligor's failure to act, the obligee must join the obligor and the third persons involved in that act or failure to act. A third person joined in the action may plead discussion of the obligor's assets.
19-CA-120 8 SINGLE BUSINESS ENTERPRISE
Two of Gaubert’s assignments of error relate to its assertion that Bayou
Fuel, C&M and Lafitte Real Estate should be considered as a single business
enterprise, making all three businesses liable on the obligation that forms the basis
of the revocatory action. The single business enterprise doctrine is a theory for
imposing liability where two or more business entities act as one.
Khoobehi Properties, LLC v. Baronne Dev. No. 2, L.L.C., 16-506 (La. App. 5 Cir.
3/29/17), 216 So.3d 287, 298, writ denied, 2017-0893 (La. 9/29/17), 227 So.3d
288. Corporations are separate entities; however, the legal fiction of a distinct
corporate entity may be disregarded when a corporation is so organized and
controlled as to make it merely an instrumentality of another corporation. Id.
Gaubert argues that there are genuine issues of material fact that exist with
respect to the ownership of the assets transferred in the sale, based on Gaubert’s
assertion that the single business enterprise theory is applicable. In support of
these assignments, Gaubert argues that the treatment of all three entities as “seller”
in the act of sale is evidence that the entities were operated as a single business
enterprise. Gaubert also argues the trial court erred in finding that Lafitte Real
Estate and C&M cannot be Gaubert’s obligors at the time of the sale as required in
a revocatory action based on its erroneous interpretation of the single business
enterprise theory having only prospective application.
Lenders counter that the relationship of the obligee and the obligor must be
established before the sale that formed the basis of the revocatory action, not after.
Lenders point out that, while Bayou Fuel is an obligor pursuant to the promissory
note, C&M and Lafitte Real Estate are not. We find lenders’ argument convincing.
La. C.C. art. 1756 defines obligation as “a legal relationship whereby a
person, called the obligor, is bound to render a performance in favor of another,
called the obligee.” The party asserting an obligation bears the burden of proof. La.
19-CA-120 9 C.C. art. 1831. The record is clear that Bayou Fuel is the only entity bound by the
promissory note used as a basis for the revocatory action. The remaining two
entities are not bound by the note, and therefore are not bound to render a
performance in favor of Gaubert under article 1756. This position is also
supported by the fact that Gaubert successfully sought partial summary judgment
on the note, and ultimately settled only with Bayou Fuel and the Daigles
individually on that obligation.
The revocatory action derives from La. C.C. art. 2036, which provides that
“(a)n obligee has a right to annul an act of the obligor, or the result of a failure to
act of the obligor, made or effected after the right of the obligee arose, that causes
or increases the obligor's insolvency.” In order for an obligee to annul an act of the
obligor, he must show; (1) an act (or failure to act) of the obligor that causes or
increases the obligor's insolvency, and; (2) the act must occur after the obligee's
rights arose. Long Duc Bui v. Mughal, 52,514 (La. App. 2 Cir. 2/27/19), 266 So.3d
494, 498. Article 2036 makes it clear that a revocatory action will not lie before
the obligee’s rights arise. It is axiomatic that the obligee’s right cannot arise before
the obligation exists. The only obligation that existed at the time Gaubert filed this
revocatory action was the obligation on the note made by Bayou Fuel.
Based on the above cited law, we find no error in the trial court’s
determination that Gaubert’s single business enterprise theory has prospective
application. C&M and Lafitte Real Estate were not obligors on the note, nor were
they cast in judgment as obligors to Gaubert in the December 17, 2017 summary
judgment. Neither business entity had an established obligation to Gaubert at the
time of the filing of the revocatory action. After making that finding, it follows
that there is no need for a factual determination relating to the single enterprise
theory which would preclude the grant of the summary judgment as it relates to the
19-CA-120 10 issue of Gaubert’s right to a revocatory action to directly annul the sale or the
lenders’ mortgages.
PUBLIC RECORDS DOCTRINE
The remaining two assignments of error relate to the effect of the public
records doctrine on a revocatory action. Gaubert asserts that the public records
doctrine has no application to a revocatory action. Gaubert argues that the
obligee’s interest in the revocatory action does not need to be recorded to be
effective against third parties. In essence, Gaubert’s general argument is that it is
not required to have a recorded interest in the assets belonging to Lafitte Real
Estate and C&M because the right to annul the sale is based on its interest in the
revocatory action, which is an interest that does not require recordation under the
law to affect third parties. Gaubert argues that, while the public records doctrine
protects third parties against unrecorded acts, it does not protect third parties
against unrecorded interests.
Gaubert further argues that the exceptions to the public records doctrine
recognized in the civil code encompass the protection of unrecorded interests and
creditors’ rights based on the insolvency of the seller. More specifically, Gaubert
argues there is a genuine issue of material fact with respect to the ownership of the
assets and Gaubert’s rights to those assets since all assets of all three entities were
combined in the sale.
Under the facts of this case, we find an examination of the relationship
between the public records doctrine and a revocatory action is unnecessary. As
previously explained, we find that Gaubert cannot extend liability to C&M and
Lafitte Real Estate after the sale on a single business enterprise theory. The
obligation must have existed before the sale. Thus, Gaubert’s claim in the
revocatory action will only lie against Bayou Fuel, which had no ownership
interest in the immovable property transferred in the sale. The only interest that
19-CA-120 11 can be legally asserted in this revocatory action is one in the movables owned by
Bayou Fuel.
Gaubert argues that this interest in the movables, owned by Bayou Fuel and
included in the sale, justifies the annulment of the lenders’ mortgage and security
interests in the property. We disagree. The lenders have a mortgage on the
immovable property that was transferred from Lafitte Real Estate to JLH in an act
of sale. Since Lafitte Real Estate is not an obligor, Gaubert has no interest in that
sale and cannot prove the essential elements of its action in a revocatory action
against Lafitte Real Estate, or by extension, the lenders. Therefore, we find that
the lenders’ mortgage on the immovable property cannot be annulled. Summary
judgment as to that issue was correctly granted.
In a separate document, the movables of all three businesses were sold to
JLH. This included the movables owned by Bayou Fuel. Since Bayou Fuel is an
obligor, Gaubert can bring a claim for revocation against Bayou Fuel and “third
persons involved in that act.” La. C.C. art. 2042. We find the term “involved in
that act,” is broad enough to include the lenders as well as the buyer. We note that
the trial court retained the lenders’ status as parties pursuant to article 2042 in the
judgment partially granting the motion for new trial.
One of the essential elements of a revocatory action is a showing that the
sale “causes or increases the obligor’s insolvency.” La. C.C. art. 2036. The
existence of the debt and insolvency of the debtor are the two prerequisites to
revocation of the transaction. Reading & Bates Const. Co. v. Baker Energy Res.
Corp., 96–1276 (La. App. 3d Cir. 5/21/97), 698 So.2d 413, 422, writ denied, 97–
2548 (La. 1/16/98), 706 So.2d 976. An obligor is insolvent when the total of his
liabilities exceeds the total of his fairly appraised assets. La. C.C. art. 2037.
Gaubert asserts that Bayou Fuel was insolvent at the time of the sale. There
is evidence in the record to support that claim. However, if the insolvency existed
19-CA-120 12 at the time of the sale, Gaubert must meet its burden of proof that the sale
increased the insolvency. Gaubert failed to produce any evidence that the sale
negatively affected Bayou Fuel’s financial condition. In fact, the evidence
indicates Bayou Fuel’s financial condition improved after the sale. The undisputed
facts show that Bayou Fuel was an obligor on a $1,926,269.76 mortgage in favor
of NCC that was extinguished with the proceeds of the sale as shown in the
settlement statement from the sale. There is also evidence in the record that Bayou
Fuel has an interest in the $600,000 seller’s loan to the buyer.
We find Gaubert is unable to prove an increase in the insolvency of Bayou
Fuel, an essential element of the action at issue in this matter. Therefore, we find
summary judgment was correctly granted. Accordingly, we find no merit in
Gaubert’s assignments of error, and we affirm the judgment of the trial court on
appeal.
AFFIRMED
19-CA-120 13 SUSAN M. CHEHARDY MARY E. LEGNON
CHIEF JUDGE INTERIM CLERK OF COURT
FREDERICKA H. WICKER CHIEF DEPUTY CLERK JUDE G. GRAVOIS MARC E. JOHNSON ROBERT A. CHAISSON SUSAN BUCHHOLZ STEPHEN J. WINDHORST FIRST DEPUTY CLERK HANS J. LILJEBERG JOHN J. MOLAISON, JR. FIFTH CIRCUIT MELISSA C. LEDET JUDGES 101 DERBIGNY STREET (70053) DIRECTOR OF CENTRAL STAFF POST OFFICE BOX 489 GRETNA, LOUISIANA 70054 (504) 376-1400
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19-CA-120 E-NOTIFIED 24TH JUDICIAL DISTRICT COURT (CLERK) HONORABLE STEPHEN D. ENRIGHT, JR. (DISTRICT JUDGE) RYAN C. HIGGINS (APPELLANT) JAMES L. DONOVAN, JR. (APPELLEE) GUS A. FRITCHIE, III (APPELLEE) JOEL A. LEVY (APPELLEE) DANIEL A. RANSON (APPELLANT)
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