Gulf States Land & Dev., Inc. v. OUACHITA NAT. BANK

705 So. 2d 189, 1997 La. App. LEXIS 933, 1997 WL 168273
CourtLouisiana Court of Appeal
DecidedApril 4, 1997
Docket29134-CA, 29135-CA and 29136-CA
StatusPublished
Cited by4 cases

This text of 705 So. 2d 189 (Gulf States Land & Dev., Inc. v. OUACHITA NAT. BANK) 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
Gulf States Land & Dev., Inc. v. OUACHITA NAT. BANK, 705 So. 2d 189, 1997 La. App. LEXIS 933, 1997 WL 168273 (La. Ct. App. 1997).

Opinion

705 So.2d 189 (1997)

GULF STATES LAND AND DEVELOPMENT, INC., et al., Plaintiffs-Appellants,
v.
The OUACHITA NATIONAL BANK IN MONROE, Defendant-Appellee.

Nos. 29134-CA, 29135-CA and 29136-CA.

Court of Appeal of Louisiana, Second Circuit.

April 4, 1997.
Writ Denied September 19, 1997.

*190 Theus, Grisham, Davis & Leigh by J. Michael Hart, Sharon I. Marchman, Monroe, for Plaintiffs-Appellants.

Winstead, Sechrest & Minick by Wesley W. Steen, Baton Rouge, Shotwell, Brown & Sperry by George Wear, Jr., Monroe, Taylor, Porter, Brooks & Philips by Harry Philips, Jr., Baton Rouge, for Defendant-Appellee.

Boles, Boles & Ryan by Lawrence Scott Patton, Monroe, for Intervenor, Regions Bank.

Before BROWN, WILLIAMS and STEWART, JJ.

BROWN, Judge.

This litigation spans nearly a decade. A group of individuals and their corporation, Gulf States Land & Development, Inc., sued the defendant-bank for breach of contract, extortion and defamation in connection with the Bank's failure to fulfill a loan commitment to develop a subdivision. The Bank sued the Gulf States parties for non-payment of 41 promissory notes. When the air cleared, there were judgments in favor of all parties. With certain amendments, this court affirmed.[1] The parties are now back with questions concerning offset and compensation of the different awards. The precise issue presented is whether the district court properly calculated the amounts owed to the *191 respective parties under the terms of the judgment. We reverse and render.

Facts and Procedural History

The "Gulf States parties" (Mr. and Mrs. Stanley Palowsky, Mr. and Mrs. Larry James, Mr. and Mrs. Walter Meredith, Dr. John Smiarowski and Gulf States Land & Development, Inc.) attempted to develop a residential subdivision north of Monroe, Louisiana in the 1980s. Ouachita National Bank (known subsequently as "Premier Bank" and now "Bank One") committed to finance this project and loaned money to the Gulf States parties, who executed a series of promissory notes in connection with these loans.

Gulf States, Inc. signed all of the notes; however, the individual parties signed separate promissory notes as guarantors. A collateral note secured by a mortgage on the subdivision property was executed by the individual co-makers and their spouses to secure the 41 promissory notes. Palowsky was co-maker with Gulf States, Inc. on 12 promissory notes which had a combined face value of $675,666.66. James was a co-maker with Gulf States, Inc. on 13 promissory notes which had a combined face value of $725,666.68. Smiarowski was a co-maker with Gulf States, Inc. on 13 promissory notes which had a combined face value of $725,666.66. Meredith was a co-maker with Gulf States, Inc. for three notes which had a combined face value of $264,000; however, Meredith also signed a continuing guaranty agreement for $563,000.

The business venture encountered difficulties and the parties became embroiled in litigation.[2] The Gulf States parties asserted various causes of action against the Bank; including an extortion claim by Palowsky. The Bank sought judgment against the Gulf States parties on the promissory notes.

The cases were consolidated for trial. A jury returned verdicts in favor of each of the Gulf States parties for breach of contract and in favor of Stanley Palowsky on his extortion and defamation claims. The trial judge granted judgment in favor of the Bank on the promissory notes and awarded attorney fees incurred in collection of the notes.

In its judgment on the promissory notes, the trial court found that the corporation, Gulf States, Inc., was liable to the Bank for the entire indebtedness, but that Palowsky, Smiarowski, James and Meredith were liable, in solido, with Gulf States, Inc., to the limited extent of the guaranty and promissory notes they each individually executed as co-maker and for interest and attorney fees associated with those obligations.

After adding interest accrued to July 31, 1992, the judgment on the unpaid promissory notes against Gulf States, Inc., totaled $3,670,812.92. Each individual, however, was only liable in solido with Gulf States, Inc., to the following extent:

(a) Gulf States Inc.:           $3,670,812.92
(b) Mr. Palowsky:                  967,557.17
(c) Mr. Smiarowski:              1,038,285.64
(d) Mr. James:                   1,038,446.78
(e) Mr. Meredith:                  563,000.00

In addition, attorney fees of $855,646.50 were awarded to the Bank, the individual parties being liable in solido with Gulf States, Inc., to the following extent:

(a) Gulf States Inc.:             $855,646.50
(b) Mr. Palowsky:                  250,195.14
(c) Mr. Smiarowski:                268,616.58
(d) Mr. James:                     268,616.58
(e) Mr. Meredith:                  145,600.28

The jury found merit to Stanley Palowsky's extortion claim and awarded him $2.5 million in damages. However, the district judge determined after trial that Palowsky's extortion claim had prescribed and granted the Bank's motion for judgment notwithstanding the verdict (JNOV) on the extortion *192 claim.[3] On appeal, this court agreed that Palowsky's extortion claim had prescribed, but that:

[T]he jury award of Two Million Five Hundred Thousand Dollars ($2,500,000) to Stanley R. Palowsky, Jr., and against Defendant, [Bank One], is affirmed only insofar as it may be used to offset the amount of [Bank One's] judgments, including interest, attorney fees and court costs, against Stanley R. Palowsky, Jr., in the March 19, 1993 judgment.

Palowsky v. Premier Bank, N.A., 26,255, consolidated with 26,299, 26,300, 26,301 (La. App.2d Cir. 4/5/95), 653 So.2d 1380 (unpublished opinion, attached as Appendix A), writs denied, 95-1335, 95-1378 (La.10/27/95), 661 So.2d 1368.

Furthermore, on appeal this court reduced the jury's $7 million breach of contract award to Gulf States, Inc. to $2 million and the Palowskys' award of $1.25 million for breach of contract to $400,000. This court otherwise left the jury's findings and trial court's judgment undisturbed. The jury and court had decreed that:

Larry and Dianne James were entitled to a $200,000 breach of contract award against the Bank;
John Smiarowski was entitled to a $200,000 breach of contract award against the Bank;
Walter and Mona Meredith were entitled to a $200,000 breach of contract award against the Bank;
The Bank was entitled to funds in the registry of the court, which would be credited against the sums due the Bank;
The Bank's mortgage was to be recognized and maintained; and;
The Gulf States parties were liable for interest on the unpaid principal from the date of July 31, 1992, at the rate of 9.25% per annum.

After the supreme court denied direct review on October 27, 1995, the parties attempted to execute the judgment as amended on appeal.

The parties submitted their respective interpretations of the final judgment.[4] The trial court's calculation of the amounts due the parties is now at issue. The trial court offset the prescribed extortion award as to Palowsky only. Thus, Palowsky's obligation on the promissory notes he signed was extinguished; however, the court refused to reduce the debt owed by Gulf States, Inc., and the other Gulf States parties by the amount of Palowsky's offset.

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Bluebook (online)
705 So. 2d 189, 1997 La. App. LEXIS 933, 1997 WL 168273, Counsel Stack Legal Research, https://law.counselstack.com/opinion/gulf-states-land-dev-inc-v-ouachita-nat-bank-lactapp-1997.