JAMES S. HOTARD JR. * NO. 2024-CA-0441
VERSUS * COURT OF APPEAL
JOHN A. HOTARD AND 1434 * FOURTH CIRCUIT JOSEPHINE, LLC * STATE OF LOUISIANA
*******
APPEAL FROM CIVIL DISTRICT COURT, ORLEANS PARISH NO. 2018-08617, DIVISION “C-10” Honorable Sidney H. Cates, Judge ****** Judge Karen K. Herman ****** (Court composed of Judge Roland L. Belsome, Judge Sandra Cabrina Jenkins, Judge Karen K. Herman)
J. Geoffrey Ormsby Andre M. Stolier SMITH & FAWER, L.L.C. 201 St. Charles Avenue Suite 3702 New Orleans, LA 70170
COUNSEL FOR PLAINTIFF/APPELLEE
Andrew T. Lilly Lilly PLLC 4907 Magazine Street New Orleans, LA 70115
COUNSEL FOR DEFENDANT/APPELLANT
AFFIRMED DECEMBER 13, 2024 KKH RLB SCJ Defendant/appellant, John A. Hotard (“John”), appeals the March 7, 2024
judgment granting the Motion for Judgment on the Pleadings filed by
plaintiff/appellee, James S. Hotard, Jr. (“Jim”), ordering the dissolution of two
limited liability corporations owned and managed by the parties. For the reasons
set forth below, we affirm.
STATEMENT OF FACTS AND PROCEDURAL HISTORY
Brothers Jim and John Hotard jointly own two pieces of rental property
located at 1431 Josephine St. and 1434 St. Andrew St. in New Orleans. In 2003,
they formed two limited liability companies, 1431 Josephine, LLC and 1434 St.
Andrew, LLC, to manage the properties, with Jim and John as the sole members.
Although no operating agreement was perfected, Jim historically managed the St.
Andrew St. property and John managed the Josephine St. property.
In December 2018, after the business relationship became strained, Jim filed
a Petition for Judicial Dissolution against John and 1431 Josephine, LLC seeking
to dissolve the company. Paragraph 6 of the petition states that “the parties are
unable to work together and are unable to agree on the management of the
company so that it is no longer practicable to carry on the business in conformity
1 with the articles of organization.” The petition further alleges certain acts of
mismanagement on the part of John.
In response, John filed an Answer, Reconventional Demand, and Third Party
Demand stating that “[d]efendants cannot admit or deny Plaintiff’s stated
reasons for seeking judicial dissolution, however Defendants otherwise admit the
allegations contained in paragraph 6 of Plaintiff’s petition.” The pleading
alleges Jim’s mismanagement of 1434 St. Andrew, LLC, and seeks his dismissal as
a managing member of the company. The demand also seeks compensation for
John’s in-kind contributions and sweat equity.
Jim filed an Exception of No Right of Action and No Cause of Action
asserting that Jim is not named as a defendant. Additionally, the exception asserts
that there is no operating agreement between the parties requiring Jim to
compensate John for his personal contributions to the business. In connection with
the exceptions, a Consent Judgment was rendered June 5, 2019, granting John
twenty days to amend his demands.
John filed a Supplemental and Amending Reconventional Demand and
Third-Party Demand seeking dissolution of 1434 St. Andrew, LLC, and further
alleging in Paragraph 32 that “the parties are unable to work together and are
unable to agree on the management of the company so that it is no longer
practicable to carry on the business in conformity with the articles of
organization.” It further alleges that Jim’s actions and inactions “have put the
assets of 1434 St. Andrew, LLC at risk, and [John] no longer desires to own any
2 interest in the company with [Jim].” 1
Jim answered the supplemental demand responding (using the same phrasing
as John in his answer) that he “cannot admit or deny the stated reasons of the
plaintiff in reconvention or third party plaintiff for seeking dissolution, but the
allegations of Paragraph 32 … are otherwise admitted.”
Thereafter, the parties attempted to settle their differences, to no avail. On
April 25, 2023, the trial court appointed an expert to appraise both properties.
On January 9, 2024, Jim filed a Motion for Judgment on the Pleadings
seeking to dissolve 1431 Josephine, LLC and 1434 St. Andrew, LLC, requesting
the appointment of a liquidator to wind up the affairs of the companies. The
motion asserts that dissolution is warranted pursuant to La. R.S. 12:1335, which
provides:
On application by or for a member, any court of competent jurisdiction may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the articles of organization or operating agreement.
The motion further avers that the pleadings establish that both parties have
alleged they are unable to work together and are unable to agree on the
management of the properties such that it is no longer practicable to carry on the
business.
John opposed the motion arguing that the parties’ responsive pleadings do
not reveal any admissions. Rather, he maintains that their answers only reveal that
the brothers could not admit or deny the other’s stated reasons for dissolution.
1 Jim contends that John’s amended pleadings did not remove the claims subject to the Consent
Judgement. Although not contained in this record, Jim asserts that his re-urged exceptions were granted December 18, 2023, dismissing all reconventional and third party demands, and ruling that the only claims remaining were those for dissolution.
3 The matter was brought before the trial court on February 23, 2024.
Judgment was rendered March 7, 2024, granting the Motion for Judgment on the
Pleadings, thereby dissolving 1431 Josephine, LLC and 1434 St. Andrew, LLC.
The judgment further ordered that the parties agree to a mutually acceptable
liquidator to wind up the affairs of the companies in accordance with La. R.S.
12:1335. This appeal followed.
LAW AND ANALYSIS
On appeal, John only asserts that the trial court erred in granting the Motion
for Judgment on the Pleadings. More specifically, he argues that the responsive
pleadings do not reveal any admissions – they only reveal the brothers’ inability to
admit or deny the other’s allegations. We find no merit in this assignment of error.
As this Court stated in Treas v. Koerner, 2019-0390, pp. 11-12 (La. App. 4
Cir. 11/13/19), 364 So.3d 55, 63-64:
A motion for judgment on the pleadings presents solely a question of law. Stonebridge Development, LLC v. Stonebridge Enterprises, LLC, 42,039 (La. App. 4 Cir. 4/4/07), 954 So.2d 893, 896. Questions of law are subject to de novo standard of review. Daigre v. International Truck and Engine Corp., 2010-1379, p. 10 (La. App. 4 Cir. 5/5/11), 67 So.3d 504, 510.
La. C.C.P. art. 965 states, in pertinent part, that:
Any party may move for judgment on the pleadings... For the purposes of this motion, all allegations of fact in mover’s pleadings not denied by the adverse party or by effect of law, and all allegations of fact in the adverse party’s pleadings shall be considered true.
Further, “[i]n considering a motion for judgment on the pleadings, nothing beyond the pleadings may be considered; supporting evidence may not be considered.” Daigre, 2010-1379, p. 5, 67 So.3d at 508 (citing Gibbens v. Wendy’s Foods, Inc., 31,487, pp. 3-4 (La. App. 2 Cir. 1/20/99), 729 So.2d 629, 631–632). When reviewing this issue, we shall apply a de novo standard of review.
4 As further explained in Landry for Louisiana, Inc. v Alexander, 2020-0106,
p. 5 (La.
Free access — add to your briefcase to read the full text and ask questions with AI
JAMES S. HOTARD JR. * NO. 2024-CA-0441
VERSUS * COURT OF APPEAL
JOHN A. HOTARD AND 1434 * FOURTH CIRCUIT JOSEPHINE, LLC * STATE OF LOUISIANA
*******
APPEAL FROM CIVIL DISTRICT COURT, ORLEANS PARISH NO. 2018-08617, DIVISION “C-10” Honorable Sidney H. Cates, Judge ****** Judge Karen K. Herman ****** (Court composed of Judge Roland L. Belsome, Judge Sandra Cabrina Jenkins, Judge Karen K. Herman)
J. Geoffrey Ormsby Andre M. Stolier SMITH & FAWER, L.L.C. 201 St. Charles Avenue Suite 3702 New Orleans, LA 70170
COUNSEL FOR PLAINTIFF/APPELLEE
Andrew T. Lilly Lilly PLLC 4907 Magazine Street New Orleans, LA 70115
COUNSEL FOR DEFENDANT/APPELLANT
AFFIRMED DECEMBER 13, 2024 KKH RLB SCJ Defendant/appellant, John A. Hotard (“John”), appeals the March 7, 2024
judgment granting the Motion for Judgment on the Pleadings filed by
plaintiff/appellee, James S. Hotard, Jr. (“Jim”), ordering the dissolution of two
limited liability corporations owned and managed by the parties. For the reasons
set forth below, we affirm.
STATEMENT OF FACTS AND PROCEDURAL HISTORY
Brothers Jim and John Hotard jointly own two pieces of rental property
located at 1431 Josephine St. and 1434 St. Andrew St. in New Orleans. In 2003,
they formed two limited liability companies, 1431 Josephine, LLC and 1434 St.
Andrew, LLC, to manage the properties, with Jim and John as the sole members.
Although no operating agreement was perfected, Jim historically managed the St.
Andrew St. property and John managed the Josephine St. property.
In December 2018, after the business relationship became strained, Jim filed
a Petition for Judicial Dissolution against John and 1431 Josephine, LLC seeking
to dissolve the company. Paragraph 6 of the petition states that “the parties are
unable to work together and are unable to agree on the management of the
company so that it is no longer practicable to carry on the business in conformity
1 with the articles of organization.” The petition further alleges certain acts of
mismanagement on the part of John.
In response, John filed an Answer, Reconventional Demand, and Third Party
Demand stating that “[d]efendants cannot admit or deny Plaintiff’s stated
reasons for seeking judicial dissolution, however Defendants otherwise admit the
allegations contained in paragraph 6 of Plaintiff’s petition.” The pleading
alleges Jim’s mismanagement of 1434 St. Andrew, LLC, and seeks his dismissal as
a managing member of the company. The demand also seeks compensation for
John’s in-kind contributions and sweat equity.
Jim filed an Exception of No Right of Action and No Cause of Action
asserting that Jim is not named as a defendant. Additionally, the exception asserts
that there is no operating agreement between the parties requiring Jim to
compensate John for his personal contributions to the business. In connection with
the exceptions, a Consent Judgment was rendered June 5, 2019, granting John
twenty days to amend his demands.
John filed a Supplemental and Amending Reconventional Demand and
Third-Party Demand seeking dissolution of 1434 St. Andrew, LLC, and further
alleging in Paragraph 32 that “the parties are unable to work together and are
unable to agree on the management of the company so that it is no longer
practicable to carry on the business in conformity with the articles of
organization.” It further alleges that Jim’s actions and inactions “have put the
assets of 1434 St. Andrew, LLC at risk, and [John] no longer desires to own any
2 interest in the company with [Jim].” 1
Jim answered the supplemental demand responding (using the same phrasing
as John in his answer) that he “cannot admit or deny the stated reasons of the
plaintiff in reconvention or third party plaintiff for seeking dissolution, but the
allegations of Paragraph 32 … are otherwise admitted.”
Thereafter, the parties attempted to settle their differences, to no avail. On
April 25, 2023, the trial court appointed an expert to appraise both properties.
On January 9, 2024, Jim filed a Motion for Judgment on the Pleadings
seeking to dissolve 1431 Josephine, LLC and 1434 St. Andrew, LLC, requesting
the appointment of a liquidator to wind up the affairs of the companies. The
motion asserts that dissolution is warranted pursuant to La. R.S. 12:1335, which
provides:
On application by or for a member, any court of competent jurisdiction may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the articles of organization or operating agreement.
The motion further avers that the pleadings establish that both parties have
alleged they are unable to work together and are unable to agree on the
management of the properties such that it is no longer practicable to carry on the
business.
John opposed the motion arguing that the parties’ responsive pleadings do
not reveal any admissions. Rather, he maintains that their answers only reveal that
the brothers could not admit or deny the other’s stated reasons for dissolution.
1 Jim contends that John’s amended pleadings did not remove the claims subject to the Consent
Judgement. Although not contained in this record, Jim asserts that his re-urged exceptions were granted December 18, 2023, dismissing all reconventional and third party demands, and ruling that the only claims remaining were those for dissolution.
3 The matter was brought before the trial court on February 23, 2024.
Judgment was rendered March 7, 2024, granting the Motion for Judgment on the
Pleadings, thereby dissolving 1431 Josephine, LLC and 1434 St. Andrew, LLC.
The judgment further ordered that the parties agree to a mutually acceptable
liquidator to wind up the affairs of the companies in accordance with La. R.S.
12:1335. This appeal followed.
LAW AND ANALYSIS
On appeal, John only asserts that the trial court erred in granting the Motion
for Judgment on the Pleadings. More specifically, he argues that the responsive
pleadings do not reveal any admissions – they only reveal the brothers’ inability to
admit or deny the other’s allegations. We find no merit in this assignment of error.
As this Court stated in Treas v. Koerner, 2019-0390, pp. 11-12 (La. App. 4
Cir. 11/13/19), 364 So.3d 55, 63-64:
A motion for judgment on the pleadings presents solely a question of law. Stonebridge Development, LLC v. Stonebridge Enterprises, LLC, 42,039 (La. App. 4 Cir. 4/4/07), 954 So.2d 893, 896. Questions of law are subject to de novo standard of review. Daigre v. International Truck and Engine Corp., 2010-1379, p. 10 (La. App. 4 Cir. 5/5/11), 67 So.3d 504, 510.
La. C.C.P. art. 965 states, in pertinent part, that:
Any party may move for judgment on the pleadings... For the purposes of this motion, all allegations of fact in mover’s pleadings not denied by the adverse party or by effect of law, and all allegations of fact in the adverse party’s pleadings shall be considered true.
Further, “[i]n considering a motion for judgment on the pleadings, nothing beyond the pleadings may be considered; supporting evidence may not be considered.” Daigre, 2010-1379, p. 5, 67 So.3d at 508 (citing Gibbens v. Wendy’s Foods, Inc., 31,487, pp. 3-4 (La. App. 2 Cir. 1/20/99), 729 So.2d 629, 631–632). When reviewing this issue, we shall apply a de novo standard of review.
4 As further explained in Landry for Louisiana, Inc. v Alexander, 2020-0106,
p. 5 (La. App. 5 Cir. 12/16/20), 309 So.3d 408, 413 (citations omitted):
A motion for judgment on the pleadings is primarily utilized by plaintiffs to test the sufficiency of the allegations of the defendant’s answer, including any affirmative defense. A court should sustain a motion for judgment on the pleadings only if the allegations exclude every reasonable hypotheses upon which the party opposing the motion can prevail.
Our courts favor giving a party his day in court; therefore, a judgment on the pleadings is granted only when the legal right is clearly established. The presence of a conflict in the pleadings precludes the granting of a motion for judgment on the pleadings. Gadrel, L.L.C. v. Williams, 17-537 (La. App. 5 Cir. 3/14/18), 241 So.3d 508, 512-13 (citations omitted).
Here, Jim and John are the only members of the two limited liability
companies, and it is evident that they have irreconcilable differences, which
prevent them from being able to work together. More importantly, both have
stated on the record that “it was no longer practicable to carry on the business in
conformity with the articles of organization.” Pursuant to La. R.S. 12:1335,
dissolution of both companies would be proper.
It is evident from our review of the pleadings that Jim and John each sought
dissolution of the company managed by the other. Pursuant to the Motion for
Judgment on the Pleadings, Jim also sought dissolution of 1434 St. Andrew, LLC,
which he managed. While their responsive answers declare that they could not
admit or deny the other’s stated reasons for dissolution, they both clearly admitted
to their inability of working together and the need for dissolution. The record also
reflects that John never filed a motion to amend his pleadings in order to re-state
his position. In that respect, we find no conflict in the pleadings that precludes the
granting of the Motion for Judgment on the Pleadings. Accordingly, we find no
error on the part of the trial court.
5 DECREE
For the forgoing reasons, and pursuant to our de novo review, we affirm the
March 7, 2024 judgment granting a Motion for Judgment on the Pleadings,
dissolving both limited liability companies and ordering the parties to agree to a
mutually acceptable liquidator.
AFFIRMED