Hof v. Pride Centric Res., Inc. (In re Foodservicewarehouse.Com, LLC)

601 B.R. 396
CourtDistrict Court, E.D. Louisiana
DecidedApril 26, 2019
DocketCIVIL ACTION NO. 18-8836 "A"; Bankruptcy No. 16-11179
StatusPublished
Cited by2 cases

This text of 601 B.R. 396 (Hof v. Pride Centric Res., Inc. (In re Foodservicewarehouse.Com, LLC)) is published on Counsel Stack Legal Research, covering District Court, E.D. Louisiana primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Hof v. Pride Centric Res., Inc. (In re Foodservicewarehouse.Com, LLC), 601 B.R. 396 (E.D. La. 2019).

Opinion

JAY C. ZAINEY, UNITED STATES DISTRICT JUDGE

This matter comes before the Court on appeal from the United States Bankruptcy Court for the Eastern District of Louisiana. Ronald J. Hof, in his capacity as Chapter 7 Trustee of the Bankruptcy Estate of FoodServiceWarehouse.Com, LLC appeals the August 30, 2018 judgment of the bankruptcy court, which granted in part and denied in part his request for injunctive relief against Pride Centric Resources, Inc., a creditor. Pride Centric Resources, Inc. has filed a cross-appeal on the judgment.

The parties have filed their respective briefs: Appellant's Original Brief (Rec. Doc. 10), Appellee/Cross-Appellant's Brief (Rec. Doc. 15), Appellee/Cross-Appellant's Supplemental Brief (Rec. Doc. 20), and Appellant's Reply Brief (Rec. Doc. 23). The case was submitted on February 20, 2019, (Rec. Doc. 25), and is before the Court on the briefs without oral argument.1 Having considered the briefs, the parties' submissions, the record, and the applicable law, the Court finds, for the reasons expressed below, that the judgment of the bankruptcy judge should be affirmed in part and reversed in part.

I. Factual Background

Pride Centric Resources, Inc. (hereinafter "Pride") is a buying collective of food *400service and food retail equipment dealers. It is a dealer-owned cooperative, which means that each dealer is both a member of the buying group and a shareholder of Pride. Pride also contracts directly with vendors, and negotiates discount pricing for its stockholders. Under this arrangement, Pride aggregates the orders of its stockholders when making purchases directly from a vendor, which allows it to take advantage of contractual discounts and to earn rebates. These rebates are owned by Pride but are periodically distributed to stockholders as a benefit. Most Pride dealers are "brick and mortar" based businesses only.

In 2006, a group of Pride members formed a separate company, FoodServiceWarehouse.com, LLC (hereinafter "FSW" or "the Debtor"), to compete in the internet market for restaurant equipment. Most of Pride's shareholders were also unit holders in FSW. FSW and Pride shared many key officers, directors, and personnel. FSW and Pride each engaged LaPorte, a Professional Accounting Corporation, to be its external independent auditor of financial statements.2

Prior to its bankruptcy filing, FSW exhibited reasonable growth and profitability and was poised to be successful and competitive in the restaurant wholesaling industry. To finance its operations, FSW had a line of credit with Iberia Bank. As of September 9, 2014, FSW's loan balance on its Iberia Bank line of credit was $ 8.7 million. Pride, at Iberia Bank's insistence, provided a $ 5 million guaranty to secure the line of credit.

On September 12, 2014, LaPorte delivered an unqualified or "clean" audit opinion to FSW for the calendar year ending December 31, 2013 ("the 2013 FSW Audit"). FSW's Board then began to explore making an initial public offering. As part of those efforts, FSW embarked on a course of rapid expansion designed to achieve that goal. To fund this expansion, FSW relied primarily on its Iberia Bank line of credit. FSW obtained an increase in its line of credit to $ 20 million but Iberia Bank required Pride to increase its guaranty to $ 10 million. In April 2015, Iberia Bank increased FSW's line of credit to $ 21 million. There was no increase at this time of Pride's guaranty.

On September 14, 2015, LaPorte delivered to Pride its independent audit of Pride's financial statements for the years ending December 31, 2014 and 2013 ("the 2014 Pride Audit").

On October 13, 2015, LaPorte delivered to FSW another unqualified audit of FSW's financial statements for the year ending December 31, 2014 ("the 2014 FSW Audit").

When Iberia Bank ultimately refused to further increase FSW's line of credit, FSW began to look to other lenders to fund its expansion.3 In conjunction with an audit conducted by another potential lender, other third party professionals advised FSW that the audit opinions that LaPorte had issued to FSW were inaccurate in several material and consequential respects. Similarly, Pride also learned that its audits contained numerous and substantial deficiencies. In the meantime, Pride had already agreed to increase its guaranty of *401FSW's Iberia Bank line of credit to $ 15 million. It is Pride's contention that it relied to its detriment on both the 2014 FSW Audit and on its own 2014 Pride Audit when its board agreed to the $ 5 million increase in the Iberia Bank guaranty.

According to Pride, two months after its board increased the Iberia Bank guaranty, FSW informed Pride that FSW had incurred losses expected to be in the range of $ 10 to $ 15 million. When FSW informed Iberia Bank of its losses, Iberia Bank promptly accelerated payment of the outstanding loan balance and swept Pride's bank accounts in partial satisfaction of the Iberia Bank guaranty.

On May 20, 2016, FSW filed for Chapter 11 bankruptcy protection, which was converted to a Chapter 7 proceeding on October 12, 2016. Ronald J. Hof was appointed as FSW's Chapter 7 Trustee. FSW's schedules and its books and records show that FSW incurred, during its period of expansion, well over $ 50 million in debt in less than a two year period. This debt includes the funding that FSW received from Pride and payments made by Pride as guarantor. Pride filed a proof of claim in FSW's Chapter 7 proceeding in the unsecured amount of $ 34 million.

Both Pride and FSW claim to have been damaged by their respective LaPorte audits, and Pride contends that it was also injured by the 2014 FSW Audit. Generally speaking, FSW claims that it relied upon the 2013 FSW Audit and the 2014 FSW Audit when it embarked upon its rapid expansion plan and incurred the crushing debt that left the company insolvent. Meanwhile, Pride contends that because of the deficiencies in the 2014 Pride Audit, it did not know of the reality of its own financial situation before it committed itself to significant financial transactions that it otherwise would have avoided. Among those transactions was the $ 5 million guaranty increase in favor of Iberia Bank, which Pride contends resulted from its reliance on both its own audit as well as the 2014 FSW Audit.

According to Pride, it was only after FSW declared bankruptcy that Pride realized the full extent of what LaPorte had failed to include in the audits. Pride instituted a malpractice proceeding against LaPorte by filing its Application for Accountant Review Panel with the CPA Society (hereinafter "Pride's CPA Panel Complaint").4 Pride's claims against LaPorte can be summarized into two broad categories: (1) Pride's contractual and negligence claims against LaPorte derived from Pride's reliance on the information provided by LaPorte to Pride as Pride's auditor in the 2014 Pride Audit, and (2) Pride's negligence claims against LaPorte derived from Pride's reliance on the 2014 FSW Audit related to the Iberia Bank guaranty.5

On May 17, 2018, the Trustee filed a similar complaint on behalf of FSW against LaPorte with the CPA Society (hereinafter "FSW's CPA Panel Complaint") for professional negligence in connection with the alleged deficiencies in the 2013 FSW Audit and the 2014 FSW Audit.

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Cite This Page — Counsel Stack

Bluebook (online)
601 B.R. 396, Counsel Stack Legal Research, https://law.counselstack.com/opinion/hof-v-pride-centric-res-inc-in-re-foodservicewarehousecom-llc-laed-2019.