Guidry v. Savoie

194 So. 3d 1184, 15 La.App. 5 Cir. 809, 2016 WL 3035652, 2016 La. App. LEXIS 1026
CourtLouisiana Court of Appeal
DecidedMay 26, 2016
DocketNos. 15-CA-809, 15-CA-810
StatusPublished
Cited by4 cases

This text of 194 So. 3d 1184 (Guidry v. Savoie) 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
Guidry v. Savoie, 194 So. 3d 1184, 15 La.App. 5 Cir. 809, 2016 WL 3035652, 2016 La. App. LEXIS 1026 (La. Ct. App. 2016).

Opinion

SUSAN M. CHEHARDY, Chief Judge.

12This appeal stems from a dispute between owners of a corporation with respect to percentages of stock each owned in River Parish Contractors, Inc. (“RPC”). The district court previously resolved this dispute by way of summary judgment in favor of appellee, Francis W. Guidry, Jr., and against appellant, Richard Allan Sa-voie. On appeal, however, this Court found genuine issues of material fact precluded summary judgment, reversed the district court, and- remanded the matter for trial. See Guidry v. Savoie, 13-164 (La.App. 5 Cir. 09/04/13), 125 So.3d 1162. After a bench trial, the district court rendered judgment again in favor of Mr. Gui-dry. Mr. Savoie now brings this case back before this Court on a second appeal.

FACTS AND PROCEDURAL HISTORY

RPC, an industrial contractor, was incorporated in 2001 for the purpose of purchasing assets of another company, Highland Industrial Services, Inc. (“HISI”). On September 28, 2001, articles of incorporation were filed with ■ the Secretary of State listing Mr. Guidry and Mr. Savoie as the incorporators and directors. Also on | ¡¡September 28, 2001, an act of sale was executed in which HISI agreed to sell specified assets, to RPC.

Neither the articles of incorporation nor any other founding documents establish the apportionment of ownership of RPC. Mr. Guidry contends that since RPC’s inception, he has owned 60 percent of the company,, with the remaining 40 percent divided equally between Mr. Savoie and Chad Bourgeois. Mr.. Bourgeois likewise maintains that this has always been the apportionment of RPC’s ownership. Mr. Savoie, on the other hand, contends that he and Mr. Guidry equally co-own RPC.

In the months preceding the incorporation of RPC, Mr. Guidry, Mr: Savoie, and Mr. Bourgeois were employed by Pipe Works, Inc., the parent company of HISI. Mr. Guidry and Mr. Savoie also held ownership interests in PipeWorks. In' the summer of 2001, PipeWorks was struggling and its ■ dismal economic outlook forced it to sell parts of its business. • Indeed, Mr. Savoie testified that he did not think PipeWorks was “heading in the right direction” and he was ready to get out. Seeing an opportunity, Mr. Guidry, Mr. Savoie, and. Mr. Bourgeois began discussing the option of starting a company and purchasing business from PipeWorks. According to Mr. Guidry, he asked Mr. Sa-voie and Mr. Bourgeois “to come on board” with him. Mr. Guidry believed that Mr. Savoie,.'a “sales guy,” and Mr. Bourgeois, a “numbers guy,” would be helpful to the new company. He offered each a 20 percent ownership interest. According to Mr. Guidry, Mr. Savoie and Mr. Bourgeois both accepted this offer. Mr. Bourgeois similarly testified, further ádd-[1188]*1188ing that he and Mr. Savoie had then- own discussions in which they both understood they would own 20 percent each.

On July 24, 2001, there was a preliminary agreement to sell all of the stock of HISI to “Francis Guidry, Jr. (or his assigns).” However, around September 15, U2001, in part out of concern that Mr. Guidry may have been assuming unknown liabilities, this sale did not go through. Instead, it became a sale of assets, which HISI sold to RPC on September 28, 2001.

During the discussions prior to the sale, Mr.' Bourgeois’ participation was kept undisclosed because, as Mr. Guidry explained: “We just didn’t want the people at PipeWorks to know that Chad was leaving to come work for us.” Mr. Bourgeois added that they did not want it to “affect the sale.” It was for this reason that Mr. Bourgeois was not listed as an incorpo-rator in-RPC’s articles of-incorporation. Mr. Bourgeois was similarly omitted as-a guarantor on a $900,000.00 line of credit RPC obtained from the bank on October 11, 2001. Mr, Guidry and Mr. Savoie were the in solido guarantors of this loan. Mr. Savoie explained he would have only exposed himself to this liability if he had at least a 50-percdnt stake in the company. Mr. Bourgeois testified that he signed on as a guarantor later, in or around 2003.

After RPC had been operating for nearly a month, Mr. Bourgeois requested documentation to memorialize his ownership interest in the company.- So, a letter dated October 24, 2001 was drafted in which Mr. Guidry, on behalf of RPC, offered Mr. Bourgeois employment with RPC at a specified salary and a 20-percent ownership interest.

Anthony Nobilé, an attorney who has represented Mr. Guidry for many years and who was involved during the formative stages of RPC, testified that the ownership of RPC was divided 60-20-20 from the start. Mr. Nobile drafted the act of sale between HISI and RPC, facilitated the incorporation of RPC, and drafted RPC’s initial organizational resolutions, which set forth the “steps to commence operation of the corporation.” One draft of these resolutions, which was not signed by Mr. Gui-dry, Mr. Savoie, or Mr. Bourgeois, includes handwritten notations by | ¡¡Mr. Nobile reflecting ownership of the company as divided amongst Mr. Guidry, Mr. Savoie, and Mr. Bourgeois in respective shares of 60 percent, 20 percent, and 20 percent. Mr. Nobile could not recall when these notations were made,, but suggested it was likely not later than March 5, 2002, the date his computer system reflected the document had last been modified.

In connection with RPC’s 2001 federal income tax return, Mr. Guidry, Mr. Savoie, and Mr. Bourgeois each received a Schedule K-l form, which delineates each shareholder’s share of income, credits, deductions, etc. Each owner’s K-l set forth his respective ownership interest in RPC. Mr. Guidry’s indicated 60 percent, while Mr. Savoie’s and Mr. Bourgeois’ indicated 20 percent each. Mr. Savoie acknowledged that although he personally never received his K-l, his CPA .did and advised him the next day that it indicated he had a 20-percent ownership interest in RPC. Mr. Savoie admitted he did not voice an objection about his 20-percent interest to either Mr. Guidry or Mr. Bourgeois. Indeed, both Mr. Guidry and Mr. Bourgeois testified that Mr. Savoie never objected to his 20-percent ownership interest after receiving his K-l. At trial, Mr. Savoie explained that he did not object because he was “busy.”1

[1189]*1189Mr. Savoie’s 20-percent ownership interest is additionally reflected in his 2001 personal income tax return which includes his 20-percent pro rata share of the company’s losses from his Schedule K-l. Fur-thermorej RPC’s 2001 state income tax return likewise reflects Mr. Guidry’s, Mr. Savoie’s, and Mr. Bourgeois.’ ownership interests in RPC as 60 percent, 20 percent, and 20 percent, respectively. '

Sometime after 2002, as RPC continued to grow and become more profitable, Mr. Bourgeois explained that he and Mr. Sa-voie started discussing their |fimutual desire to acquire greater ownership interests in the company. In or around October 2003, it was agreed that the three owners would be compensated with equal salaries. This prompted Mr. Bourgeois and Mr. Sa-voie to seek equal ownership interests, which they proposed to Mr. Guidry and which Mr. Guidry flatly rejected. The next discussion of altering the ownership interests occurred several years later in 2008 when the three owners openly discussed an increase of Mr. Bourgeois’ and Mr. Savoie’s interest from 20 percent to 25 percent, and a corresponding reduction in Mr. Guidry’s interest from 60 to 50 percent. Mr. Nobile prepared documents for this purpose, but Mr. Savoie refused to sign these documents, claiming he owned 50 percent. Both Mr. Guidry and Mr. Bourgeois testified that this was the first time they learned of Mr.

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194 So. 3d 1184, 15 La.App. 5 Cir. 809, 2016 WL 3035652, 2016 La. App. LEXIS 1026, Counsel Stack Legal Research, https://law.counselstack.com/opinion/guidry-v-savoie-lactapp-2016.