Holloway Drilling Equipment, Inc. v. Bodin

154 So. 3d 713, 14 La.App. 3 Cir. 248, 2014 La. App. LEXIS 2851, 2014 WL 6676239
CourtLouisiana Court of Appeal
DecidedNovember 26, 2014
DocketNo. 14-248
StatusPublished
Cited by1 cases

This text of 154 So. 3d 713 (Holloway Drilling Equipment, Inc. v. Bodin) 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
Holloway Drilling Equipment, Inc. v. Bodin, 154 So. 3d 713, 14 La.App. 3 Cir. 248, 2014 La. App. LEXIS 2851, 2014 WL 6676239 (La. Ct. App. 2014).

Opinions

COOKS, J.

L FACTS AND PROCEDURAL HISTORY

Danielle Bodin (Bodin) was employed as a bookkeeper and runner by Holloway Drilling Equipment, Inc. and Holloway Equipment Rentals, Inc. (collectively “Holloway”) from 2002 to 2010. Holloway employed the CPA firm, Inzarella, Feldman and Pourciau, APC (Inzarella Firm) as its accounting firm during the years of Bo-din’s employment until Holloway terminated the Inzarella Firm’s employment in 2008. After ending its relationship with the Inzarella Firm, Holloway discovered a large discrepancy in the final bill from the Inzarella Firm. As a result, a dispute arose between Holloway and the Inzarella Firm regarding the final fee charged by the Inzarella Firm for its accounting services to Holloway. On March 26, 2009, Holloway and the Inzarella Firm signed a Receipt and Release Agreement resolving the billing dispute. The parties agreed that Holloway would pay, and the Inzarella Firm would accept, the sum of $12,000.00 as a full and complete payment of any monies owed by Holloway to the Inzarella Firm for its services. The Inzarella Firm claimed Holloway owed it $28,737.99 for its services. The Agreement was notarized by Bodin and was signed by Gregory J. Inzarella as President of the Inzarella Firm, and Rickey A. Holloway, as President of Holloway Drilling.

On March 11, 2010, Holloway filed suit against Bodin, her husband, Kyle Bodin (Kyle), and their business enterprise, Butterfly Bodies, LLC. Holloway alleged that Bodin, with the knowledge and assistance of her husband Kyle, had embezzled substantial sums of money from Holloway while in its employ. On February 7, 2011, Holloway amended its petition to add Iberia Bank Corporation as a defendant. On February 28, 2011, Holloway again filed a Supplemental and | ⅞Amended Petition adding as defendants “Eric Broussard, Individually, Inzarella, Feldman and Purciau, A Professional Corporation[,] and John W. Wright, Ltd., A certified Public Accounting Corporation.” Holloway alleged that Broussard, acting “individually and/or in the course and scope of his employment with Inzarella, Feldman and Purciau,” from “late 2002 through December 2008,” and “individually and/or in the course and scope of his employment with Wright from January 2009 through March, 2010,” as accountant for Holloway, had cooperated with and helped Bodin and her husband steal substantial sums of money from Holloway.

On April 19, 2011, the Inzarella Firm filed an exception of Res Judicata which was granted by the trial court. The trial court’s judgment granting the Inzarella Firm’s exception of res judicata was affirmed on appeal before this court in Holloway Drilling Equipment, Inc. v. Bodin, 12-355 (La.App. 3 Cir. 11/7/12) 107 So.3d 699, writ not considered, 13-251 (La.3/8/13), 109 So.3d 353.

On March 7, 2012, while the Inzarella Firm’s appeal was pending in this court, Holloway filed its Fourth Supplemental and Amending Petition adding Gregory In-zarella, individually, as a defendant in the matter alleging that he “as the owner and managing partner of the Inzarella Firm” acted “negligently and/or intentionally in assisting [Bodin] and/or [Eric] Broussard in” embezzling money from Holloway. On April 2, 2012, Gregory Inzarella, individu[715]*715ally, filed a Peremptory Exception of Res Judicata asserting that the Receipt and Release Agreement of March 2009, bars Holloway’s action against him, individually, essentially for the same reasons this court found it barred recovery against the Inza-rella Firm. Holloway appeals, asserting the trial court erred in sustaining | ^Gregory Inzarella’s exception of res judi-cata and dismissing the action against him with prejudice.

LAW AND ANALYSIS

We have reviewed the trial court’s ruling on the exception of res judi-cata under the manifest error standard of review. State ex rel. Sabine River Auth. v. Meyer & Assocs., Inc., 07-214, 07-215 (La.App. 3 Cir. 10/3/07), 967 So.2d 585. After a thorough review of the law and jurisprudence, and a careful consideration of our learned colleague Judge John Saunders’ dissent in Holloway Drilling Equipment, 107 So.3d at 710-12, we conclude that we cannot agree with the majority’s finding and its reasoning in that opinion.

The language in the Receipt and Release Agreement made between Holloway and the Inzarella Firm in March 2009, which resolved the dispute over the final bill for the Inzarella Firms’ accounting services provided to Holloway, appears in the record as follows (emphasis added):

WHEREAS, IF & P has performed professional accounting services for CLIENT [Holloway] and for which IF & P has charged CLIENT the sum of $23,737.99 for said services; and
WHEREAS, CLIENT has disputed the amount of the said charges; IF & P does hereby accept the sum of $12,000.00, hereby paid and gives full acquitance for the same and for any further compensation arising out of its performance of professional accounting services heretofore completed.
As consideration thereof, the parties herein specifically release, acquit and forever discharge each other party, their agents, employee and assigns, from any and all actions, causes of action, or claims of every character, nature and kind, whatsoever, known or unknown^ past, present and future and all related expenses in connection with or arising from the relationship previously existing between the parties.
The parties enter into this compromise, receipt and release in order to put this matter to a full and final end and that the terms of the Receipt and Release are contractual and not a mere recital, and the [ ¿parties do hereby acknowledge that each fully understands the contents and ramifications of same.

The Louisiana Civil Code in Title XVII, entitled “Compromise,” defines and governs agreements such as the Receipt and Release Agreement signed by Holloway and the Inzarella Firm in 2009. Louisiana Civil Code Article 3076 (emphasis added) provides, “A compromise settles only those differences that the parties clearly intended to settle, including the necessary consequences of what they express.” The revision comment(b) — 2007, which follows the article, states “Under this article, a compromise must clearly express the rights that the parties intended to settle.” By its express terms, this compromise agreement was for the sole purpose of amicably resolving a disputed bill for accounting services rendered by the Inzarella Firm to Holloway. The agreement clearly sets forth the singular basis for this compromise agreement, i.e., the disputed amount charged by the Inzarella Firm for its accounting services to Holloway. The agreement specifically refers to this singular billing dispute as “this matter” in describing the reason the parties were entering into this compromise agreement, i.e., to [716]*716resolve a specifically identified dispute over the final amount owed to the Inzarella Firm for its services after Holloway discharged it. The broad language in the compromise agreement cannot rightly be employed, as our colleagues in the majority in Holloway Drilling Equipment, 107 So.3d 699-710, did, to include Holloway’s claims arising out of a criminal conspiracy to embezzle nearly two million dollars from Holloway. That matter is an entirely separate and distinct “matter” which is completely outside, separate and distinct from, the “matter” clearly identified within the four corners of the compromise Agreement at issue.

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Related

Holloway Drilling Equipment v. Broussard
158 So. 3d 164 (Louisiana Court of Appeal, 2015)

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Bluebook (online)
154 So. 3d 713, 14 La.App. 3 Cir. 248, 2014 La. App. LEXIS 2851, 2014 WL 6676239, Counsel Stack Legal Research, https://law.counselstack.com/opinion/holloway-drilling-equipment-inc-v-bodin-lactapp-2014.