Hampton v. Hampton, Inc.

713 So. 2d 1185, 1998 WL 355023
CourtLouisiana Court of Appeal
DecidedJune 29, 1998
Docket97 CA 1779
StatusPublished
Cited by39 cases

This text of 713 So. 2d 1185 (Hampton v. Hampton, Inc.) 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
Hampton v. Hampton, Inc., 713 So. 2d 1185, 1998 WL 355023 (La. Ct. App. 1998).

Opinion

713 So.2d 1185 (1998)

William J. HAMPTON and Cynthia S. Hampton
v.
HAMPTON, INC. d/b/a Hampton Mitsubishi and Mark A. Hampton.

No. 97 CA 1779.

Court of Appeal of Louisiana, First Circuit.

June 29, 1998.

*1186 E. Wade Shows, Baton Rouge, for Plaintiffs/Appellants William J. and Cynthia S. Hampton.

Emile Joseph, Jr., W. Alan Lilley, Lafayette, and G. Thomas Arbour, Baton Rouge, for Defendant/Appellee Hampton, Inc. d/b/a Hampton Mitsubishi and Mark A. Hampton.

Before CARTER and FITZSIMMONS, JJ., and CHIASSON,[1] J. Ad Hoc.

CARTER, Judge.

This appeal arises from William J. (Jerry) and Cynthia Hampton's contention that under the terms of a buy out agreement *1187 reached between themselves and the defendant, Mark Hampton, that Mark Hampton would be responsible for reimbursing the 1995 corporate taxes on their shares of stock in an automobile dealership owned by the parties. The trial court granted Mark Hampton's peremptory exception of res judicata to the plaintiffs' motion to enforce the terms of the settlement and dismissed the underlying lawsuit.

FACTS

Mark Hampton formed Hampton, Inc. with his brother, Jerry, and sister-in-law, Cynthia, on June 30, 1992. Hampton, Inc. is a sub-chapter S corporation operating as a Mitsubishi automotive dealership in Lafayette. Mark Hampton was the only officer named when Hampton, Inc. was incorporated, and the only listed shareholders were Mark and his sister-in-law, Cynthia.

There were 1000 authorized shares of Hampton, Inc. stock with 510 shares issued to Mark and 490 shares issued to Cynthia. At the time of incorporation, the parties were under the impression that Mitsubishi Motor Sales U.S.A., which authorized the Hamptons' dealership, required one stockholder to own at least 51% of the outstanding stock. However, Cynthia and Jerry contend they had an agreement with Mark Hampton that the corporation would be run on an equal basis, that the records of Hampton, Inc. would be amended at a later date to reflect the true ownership interest, and that Mark Hampton was merely holding 10 shares for their beneficial interest. In addition to plaintiffs' contention that the corporation was to be run equally, they also allege Hampton, Inc. had an employment contract with Jerry, which provided that he receive the same salary as Mark Hampton, and other equal privileges. Alternatively, the Hamptons allege that Mark Hampton had induced plaintiffs to invest for the purpose of obtaining an unjust advantage.

Plaintiffs allege on April 30, 1993, Mark Hampton breached the employment contract with his brother by ordering him off the premises of the dealership and terminating his employment. According to plaintiffs, Mark Hampton asserted he was the true owner of the controlling interest in Hampton, Inc.

On January 28, 1994, plaintiffs filed a petition for declaratory judgment and damages against Hampton, Inc. d/b/a/ Hampton Mitsubishi and Mark Hampton. The suit sought a declaration regarding the stock ownership of Hampton, Inc., and asserted a claim by Jerry for the alleged breach of his employment contract. Settlement negotiations ensued and the parties agreed to a buyout agreement whereby Mark would purchase Cynthia's shares in Hampton, Inc.

On August 21, 1995, after Judge Foster Sanders met with the parties in chambers without the presence of their respective counsel, the terms of the agreement were reached and read into the court record.[2] On January 30, 1996, the parties reduced the settlement agreement into writing and signed the agreement. The agreement was also signed by Judge Sanders. The agreement was entitled, "CONSENT JUDGMENT, AS A RESULT OF THE STIPULATIONS OF THE PARTIES, SETTLEMENT AND COMPROMISE OF ALL CLAIMS AND BUYOUT AGREEMENT."

This agreement structured a buyout of Cynthia Hampton's 490 shares in Hampton, Inc. by Mark Hampton for a price of $975,000.00. The payments were scheduled over a 78 month period commencing on October 1, 1995. According to the agreement, once Mark Hampton had completed the payment schedule, Cynthia and Jerry Hampton would execute the necessary documentation to dismiss the litigation and have the stock certificate transferred to Mark Hampton. However, the agreement specifically provided the following provision regarding the status of the litigation:

STAY OF ALL LITIGATION
The parties hereto agree, consent and stipulate that so long as there is no default of *1188 the obligations undertaken herein, none of the parties will pursue any causes of action existing, known or unknown, one against the other, including, but not limited to, the above captioned and numbered lawsuit, which arises out, involves or is any way connected with the pending litigation and/or the operation, control, formation, management, structure, practices, commissions or omissions of Hampton, Inc., or its agents, officers, directors, employees or affiliated companies. (Emphasis added.)

The plaintiffs claimed that during the August 21, 1995 "in chambers meeting" with Judge Sanders, they reached an agreement that they would not have any obligation to pay corporate taxes for the year 1995, but that Mark Hampton would pay these taxes. During continued negotiations after the settlement conference, the stock was transferred to Mark Hampton, with the effective date of transfer back-dated as August 21, 1995. However, plaintiffs received a 1995 K-1 schedule from Hampton, Inc. representing taxes they owed on the stock from January 1, 1995, until August 21, 1995, when the stock was transferred. Plaintiffs contend they should be reimbursed for their tax liability as stated by the K-1 for 1995.

On October 31, 1996, plaintiffs filed a rule to enforce the terms of the settlement. Mark Hampton filed peremptory exceptions raising the objections of no cause of action and res judicata, and the dilatory exception raising the objection of improper use of summary proceedings in response to plaintiffs' motion to enforce the terms of the settlement. After a hearing, the trial court denied the exceptions of no cause of action and improper use of summary process, and granted the exception of res judicata, which dismissed the rule to enforce the settlement. The trial court further dismissed the entire suit on the basis that it had been settled pursuant to the January 30, 1996 agreement.

Plaintiffs appealed the judgment of the trial court assigning the following assignments of error:

(a) Dismissing the motion to enforce the settlement opining that the parties had fully and finally settled the litigation despite the language and terms of the in court stipulation and the out of court "settlement" documents.
(i) failing to recognize that the motion to enforce the settlement was properly brought and the issues addressed in that motion had not been finally resolved because the agreement between the parties was an ongoing "buy out" of appellants' interest in the appellee/corporation.
(ii) Failing to give force and effect to the order which expressly provided that the parties were free to address issues with the Trial Court if difficulties arose.
(b) Dismissing appellants' lawsuit despite the fact that there were no pending motions or other pleadings seeking that relief by appellees and, despite the Trial Court's order which stayed the appellants' lawsuit until all payments had been made by the appellees.

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Bluebook (online)
713 So. 2d 1185, 1998 WL 355023, Counsel Stack Legal Research, https://law.counselstack.com/opinion/hampton-v-hampton-inc-lactapp-1998.