Hayward v. Hayward

182 So. 3d 966, 2013 WL 11013132
CourtLouisiana Court of Appeal
DecidedMarch 18, 2013
DocketNos. 2012 CA 0720, 2012 CA 0721, 2012 CA 0722, 2012 CA 0723
StatusPublished
Cited by4 cases

This text of 182 So. 3d 966 (Hayward v. Hayward) 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
Hayward v. Hayward, 182 So. 3d 966, 2013 WL 11013132 (La. Ct. App. 2013).

Opinion

HIGGINBOTHAM, J. '

Is At issue in these consolidated cases1 is the ultimate stock ownership and control of Germania Plantation, Inc. (“Germania”); a closely held family corporation formed in 1964 to manage the business and assets of Germania Plahtation,. located in Iberville Parish, Louisiana. The initial stockholders of Germania were- Mr. William C. Hayward, Sr., and his wife, Mrs. Helene R. Hayward.2 The current dispute in this protracted litigation centers on which group (Class A and/ór Class B) of Germa-[968]*968nia stockholders (the various descendants of the original Hayward stockholders) have the right to vote on the voluntary,dissolution 14of Germania.3 The appellant, Ger-mania, appeals two partial .judgments; the first judgment dated- August 13, 2010, construed voting rights pursuant to certain clauses in Germania’s Articles of Incorporation (“Articles”), and the second judgment dated August 25, 2010, revoked and terminated the voluntary dissolution of Germania that had been previously ordered by the trial court and discharged the court-appointed judicial liquidator. Because we conclude that we have no appellate jurisdiction to review the trial court’s rulings, we find that- this matter must be dismissed and remanded for further proceedings consistent with this opinion. .

RELEVANT FACTS AND PROCEDURAL HISTORY

Germania filed a petition for voluntary dissolution subject to court supervision after its Board of Directors allegedly authorized the petition, along with a majority of the Class A and Class B stockholders who were present at a special January 30, 2010 meeting and voted in favor of dissolving the corporation. On the same day that Germania’s petition was filed, March 11, 2010, the trial court granted Germania’s request for voluntary dissolution, ordered (apparently ex parte) that Germania be dissolved and liquidated under the court’s supervision, and further ordered that a judicial liquidator be appointed to oversee Germania’s corporate dissolution. Shortly thereafter, some of the stockholders,, ap-pellees herein, sought to declare the dissolution order retroactively invalid and to dismiss lsthe court-appointed liquidator.4 All matters were consolidated, since each suit essentially sought recognition of Ger-mania stock ownership and the various stockholders’ rights to vote, in addition to challenging the propriety of the' vote to voluntarily dissolve Germania.

The matter was scheduled for hearing on March 30, 2010. Based upon stipulation by all counsel, the trial court ordered that the following three independent issues would each be heard and determinéd separately:

(1) Which class of Germania stockholder has the power to vote on a voluntary dissolution of Germania?
[969]*969(2) Was a valid vote to voluntarily dissolve Germania taken at the special stockholder’s meeting on January 30, 2010?
(3) Should the Secretary of Germania be ordered to régister the shares of stock formerly owned by Douglas S. Hayward, Sr. into the name of Historic Germania Plantation, L.L.C.?

The parties agreed and stipulated that the hearing would, be limited solely to determining the first issue regarding voting rights for Germania’s corporate dissolution. After considering testimony and evidence, as well as argument and memoran-da filed by counsel, the trial court signed a partial judgment on August 13, 201G, ruling on the first issue that only Germania’s Class A stockholders have the power to vote on the issue of voluntary corporate dissolution of Germania. The judgment also recorded a joint stipulation of all counsel,‘all parties, and all stockholders who were present in court, ordering that the trial on the other two legal issues “shall be continued without date for not less than 30 days,” and |fiuntil the other two legal issues are either ruled on, settled, or dismissed, “all liquidation and dissolution proceedings for [Germania] are hereby stayed.” (Emphasis added.) Since tills partial judgment did not dismiss any of the parties, claims, or cases, all of the consolidated cases are still pending in the trial court.

Despite the stipulated stay order, the trial. court subsequently signed another partial judgment two weeks later, on August 25, 2010, ordering (apparently ex parte) that Germania’s voluntary dissolution that had been previously authorized by the trial court on March 11, 2010, be revoked and terminated and further ordering that the court-appointed judicial liquidator be discharged. Significantly, we note that neither of the partial judgments were identified or designated as a final judgment, nor were they in favor of or against any party. Additionally, the partial judgments did not dismiss any party or claims. Nevertheless, Gemianía appealed from both judgments, arguing that Germa-nia’s Articles do not limit, the stockholders’ voting rights regarding dissolution.5 Ger-mania maintains instead, that a majority of the voting power present at a stockholders’ meeting is authorized by the Articles to approve an action for voluntary dissolution. Germania insists that the trial court committed legal error in interpreting the stockholders’ voting rights, because the Articles provide that all Class A and Class B .stockholders have 17the right to vote on the dissolution of Germania since dissolution is an action that affects the rights or values of stock.6

[970]*970LAW AND ANALYSIS

At the outset, the initial issue that we must address is whether the trial court’s partial judgments of August 13, 2010 and August 25, 2010 are final appeal-able judgments. Appellate courts have the duty to examine subject matter jurisdiction sua sponte, even when the parties do not raise the issue. Texas Gas Exploration Corp. v. Lafourche Realty Co., Inc., 2011-0520 (La.App. 1st Cir.11/9/11), 79 So.3d 1054, 1059, writ denied, 2012-0360 (La.4/9/12), 85 So.3d 698.

While a final judgment is appeal-able, an interlocutory judgment is appeal-able only when expressly provided by law. La. Code Civ. P. art. 2083. A judgment that does not determine the merits but only preliminary matters in the course of the action is an interlocutory judgment, and a judgment that determines the merits of a controversy in whole or in part is a final judgment. La. Code Civ. P. art. 1841. Although an interlocutory judgment may itself not be appealable, it is nevertheless subject to review on appeal when a final, appealable judgment has been rendered in the case. Judson v. Davis, 2004-1699 (La.App. 1st Cir.6/29/05), 916 So.2d 1106, 1112, writ denied, 2005-1998 (La.2/10/06), 924 So.2d 167. A final judgment must be identified as such by appropriate language. La. Code Civ. P. art. 1918.

A valid judgment must be precise, definite, and certain. Laird v. St. Tammany Parish Safe Harbor, 2002-0045 (La.App. 1st Cir.12/20/02), 836 So.2d 364, 365. A final appealable judgment must contain decretal language, and it must name the party in favor of whom the ruling is ordered, the party against whom the ruling is ordered, and the relief that is granted or denied. See Carter v. Williamson Eye Center, 2001-2016 (La.App. 1st Cir.11/27/02), 837 So.2d 43, 44. These determinations should be evident from the language of a judgment without reference to other documents in the record. Laird, 836 So.2d at 366.

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