International Stevedores, Inc. v. Hanlon

499 So. 2d 1183
CourtLouisiana Court of Appeal
DecidedDecember 8, 1986
Docket86-CA-403
StatusPublished
Cited by11 cases

This text of 499 So. 2d 1183 (International Stevedores, Inc. v. Hanlon) 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
International Stevedores, Inc. v. Hanlon, 499 So. 2d 1183 (La. Ct. App. 1986).

Opinion

499 So.2d 1183 (1986)

INTERNATIONAL STEVEDORES, INC., et al.
v.
T. Gerald HANLON, Jr., Marcia D. Morgan and Hanlon and Morgan, Certified Public Accountants.

No. 86-CA-403.

Court of Appeal of Louisiana, Fifth Circuit.

December 8, 1986.
Writ Denied February 6, 1987.

*1184 Lemle, Kelleher, Kohlmeyer, Dennery, Hunley, Moss & Frilot, L. Eades Hogue, Gerald J. Talbot, New Orleans, for defendants-appellants.

Richard J. Tomeny, Jr., Gauthier, Murphy, Sherman, McCabe & Chehardy, Metairie, for plaintiffs-appellees.

Before BOWES, GRISBAUM and WICKER, JJ.

BOWES, Judge.

On March 21, 1986, appellees, International Stevedores, Inc. (hereinafter I.S.I.), William S. Binnings, Jr., and Joseph E. Hassinger, filed a petition for Writs of Quo Warranto, Sequestration and Injunction against appellants, T. Gerald Hanlon, Jr., Marcia D. Morgan, and Hanlon & Morgan, Certified Public Accountants, a public accounting firm (hereinafter the partnership of Hanlon & Morgan). On March 31, 1986, the partnership of Hanlon & Morgan and Marcia Morgan filed exceptions of improper venue and Exceptions of No Right of Action and No Standing and Procedural Capacity to Proceed. On that same date, Hanlon filed Exceptions of No Right of Action and No Standing and Procedural Capacity to Proceed, Opposition to Quo Warranto and Motion to Dissolve Writ of Sequestration and Temporary Restraining Order. A hearing on all matters was held on April 2, 1986. The trial judge overruled the exception of improper venue filed by partnership of Hanlon & Morgan and Marcia Morgan. A hearing on all remaining matters was then held. Appellees presented uncontroverted testimony, after which the trial judge granted judgment in their favor. Appellants appeal the judgment signed April 3, 1986. We affirm.

E.S. Binnings, Inc., a closely held company wholly owned by seven members of the Binnings family, negotiated a contract with a Japanese shipping line to act as their agent to discharge Japanese manufactured *1185 automobiles primarily at the port of Houston. This contract would require involvement with longshoreman labor and consequently a commitment to pay funds into trust agreements even after this particular operation ceased. In order to avoid direct involvement with the labor contracts, the owners of E.S. Binnings, Inc., resolved to form another corporation called International Stevedores, Inc. (I.S.I.) to do the work. Joseph Hassinger, President and Chairman of the Board of E.S. Binnings, Inc., instructed T. Gerald Hanlon, general counsel for E.S. Binnings, Inc., a lawyer and certified public accountant, to from I.S.I. for this specific purpose. Hanlon was instructed to make the owners of I.S.I. the same as the owners of E.S. Binnings, Inc. He was further instructed to withdraw one hundred and fifty ($150.00) dollars from the account of each owner for capitalization for I.S.I.

In August, 1983, Articles of Incorporation of I.S.I. were drawn and Hanlon was listed as a director of the corporation. Hassinger testified that Hanlon's role was to oversee the business aspects of I.S.I. while remaining an employee of E.S. Binnings, Inc. Subsequently, Marica D. Morgan was appointed treasurer and the partnership of Hanlon & Morgan, Certified Public Accountants, was retained to perform accounting services for I.S.I. Hassinger testified that, because no stock certificates had been issued to the stockholders, on several occasions Hanlon was asked why he had not issued them. Hanlon merely replied that he had not gotten around to issuing them.

On March 3, 1986, members of the Binnings family, the true owners of I.S.I., held a series of meetings which resulted in the issuance of stock in equal shares to the Binnings family members, termination of the original board of directors and election of William Binnings and Hassinger as directors of I.S.I., dismissal of Hanlon as legal counsel, discontinuance of the accounting services of Hanlon & Morgan, and a change of address of I.S.I. The new directors then held a meeting and elected William Binnings as president and secretary-treasurer. On March 18, 1986, another meeting of the board of directors was held and Hassinger was elected president and William Binnings remained as secretary-treasurer. Additionally, James Burkart was elected vice-president.

On March 13, 1986, a letter was hand-delivered to Hanlon advising him of the actions of the shareholders and he was also requested to turn over all of I.S.I.'s books and records. Hanlon did not comply with the request of the officers of I.S.I. and this legal action ensued.

Appellants present two assignments of error:

1. The trial judge erred in determining that Jefferson Parish was proper venue for this action as to defendant Morgan and the defendant partnership.
2. The trial judge erred in maintaining the writ of quo warranto and in signing the judgment he signed on April 2, 1986.

This first assignment of error is based on the contention that the relevant parts of LSA La.C.C.P. art. 42 precludes the suit against Morgan and the partnership of Hanlon & Morgan in Jefferson Parish. LSA La.C.C.P. art. 42 states in pertinent part:

Art. 42. General rules
The general rules of venue are that an action against:
(1) An individual who is domiciled in the state shall be brought in the parish of his domicile; or if he resides but is not domiciled in the state, in the parish of his residence;
[ ...]
(2) A domestic partnership, or a domestic unincorporated association, shall be brought in the parish where its principal business establishment is located;

It was stipulated that Morgan and the partnership of Hanlon & Morgan are domiciled in Orleans Parish. It was also stipulated that Hanlon is domiciled in Jefferson Parish. This single cause of action was brought against these defendants in the *1186 district court of Jefferson Parish, albeit two of the defendants reside in the Parish of Orleans.

The following excerpt from the transcript of the April 2, 1986 hearing reveals the trial judge's reasoning for determining Jefferson Parish was the proper venue for this action.

THE COURT:
Suppose this matter was transferred to Orleans, the argument could be made by Mr. Gerald Hanlon that the proper venue as to the cause of action against him, if any, would be in Jefferson Parish.
MR. HOGUE:
I don't think we intend to raise ...
THE COURT:
Wouldn't that be a problem?
MR. HOGUE:
No, your Honor.
THE COURT:
Well then aren't we dealing — wouldn't we then have a problem of judicial economy ...
MR. HOGUE:
No.
THE COURT:
... we would — if I accepted your argument, transferred it to Orleans, Mr. Hanlon raised — General [sic] Hanlon raises the issue that he's a — domiciled in Jefferson Parish, how can the matter be litigated in Orleans as to Marcia Morgan and Hanlon and Morgan C.P.A.'s, and then in Jefferson as to Gerald Hanlon, which, I suppose, there are no rules prohibiting such duplicity of actions, but judicial economy would dictate that the matters be heard by one forum.

In a similar, but much older, case, Dezauche, a co-defendant, was a resident of St.

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Bluebook (online)
499 So. 2d 1183, Counsel Stack Legal Research, https://law.counselstack.com/opinion/international-stevedores-inc-v-hanlon-lactapp-1986.