Lamarque Dodge, Inc. v. Julian Graham Dodge, Inc.

887 So. 2d 574, 4 La.App. 5 Cir. 532, 2004 La. App. LEXIS 2490, 2004 WL 2388075
Louisiana Court of Appeal·Decided October 26, 2004·No. No. 04-CA-532·Published·Cited by 1 cases

Opinion

LSUSAN M. CHEHARDY, Judge.

Third-party plaintiff, Julian Graham Dodge, Inc., appeals the partial summary judgment dismissing one of its claims for damages against third-party defendant, Chrysler Corporation. For the following reasons, we affirm.

In the summer of 1996, M. Julian Graham, Jr.(“Graham”)1 and Michael W. Murphy(“Murphy”)2 sought to sell the assets of Julian Graham Dodge, Inc.(“JGD”), which owned and operated a Metairie Dodge dealership under a dealer agreement with Chrysler Corporation(“Chrysler”).3 It is undisputed that Graham and Murphy identified two potential purchasers: Troy M. Duhon(“Duhon”), who was Vice President, director and minority shareholder4 of JGD from July 1992 through December 18, 1996 and Ronald Lamarque(“Lamarque”).

In October of 1996, Lamarque entered into an Agreement to Purchase certain assets of JGD in Metairie, subject to approval from Chrysler. With knowledge of negotiations between JGD and both Lam-arque and Duhon, Chrysler |4approved Lamarque to succeed as Chrysler’s Dodge dealer in Metairie. On or about December 10, 1996, JGD sold substantially all of its assets to Lamarque Dodge, Inc.(“LDI”).

On June 27, 1997, LDI filed a Petition on Open Account and/or for Recovery of Money Owed and/or for Unjust Enrichment naming JGD, Graham, Murphy, and Duhon as defendants.5 On August 20, 1997, JGD answered, reconvened, and filed a third-party demand.

In its third-party demand, JGD named Chrysler as third-party defendant and alleged that “Chrysler,” through its employee, A1 Stevens, “intentionally ‘leaked’ confidential information regarding [the JGD/Lamarque] negotiations to one of the potential buyers of [JGD]’s assets, which ultimately cost [JGD] approximately $500,000 on the sale of its assets.” JGD further stated that “Chrysler is liable unto [JGD] for the amount of profit lost on the sale of the assets of the corporation due to the wrongful acts of Mr. A1 Stevens.”

[576]*576On July 3, 2003, Chrysler filed a motion for partial summary judgment on JGD’s “Stevens-related” claim, to which it attached Chrysler’s answers and supplemental answers to JGD’s interrogatories; excerpts from Alfred S. Stevens, Jr.’s deposition; and excerpts and exhibit from Duhon’s deposition including the Board of Directors’ Resolution dated November 13, 1996 evidencing Unanimous Written Consent to the sale of all of JGD’s assets to Lamarque. Chrysler asserted that there was no genuine issue of material fact because JGD could not prove that there had been a disclosure of information to Du-hon, who was the only other potential buyer, from its employee, A1 Stevens. Further, even if there had been a disclosure, the disclosure would not have been wrongful since Duhon, as Vice | ^President, director, and minority shareholder of JGD, was entitled to know information about the prospective sale of the company or its assets.

In his deposition, Duhon stated that he was Vice-President, director and minority shareholder of JGD from 1992 until December 18, 1996. He stated that he heard rumors in July or August of 1996 that Graham and Murphy were interested in selling JGD. He approached Graham about buying the remaining 75% of the dealership. He stated that he and Graham went to lunch then had another meeting with their attorneys to discuss the purchase.

Duhon stated that he did not submit a concrete verbal offer or a written offer but that he was in negotiations with Graham about the dealership in September of 1996. Duhon stated that he “shied away” from the deal when he learned the price that Graham sought.

Duhon admitted that he spoke with Chrysler employee, A1 Stevens, two to three times a week at that time because they were “social friends and business acquaintances.” Duhon “guaranteed” that he did not remember A1 Stevens’ mentioning or discussing with him the particulars of Lamarque’s offer. He also stated that his decision not to purchase JGD’s assets did not have anything to do with any conversation that he had with A1 Stevens. Duhon admitted that he was aware that Lamarque was also in negotiations to purchase JGD and had, in fact, spoken with Graham about Lamarque’s “buy-sell” offer but denied knowing details of the offer.

According to his deposition, A1 Stevens worked as the Dealer Placement Manager for the New Orleans Zone office of Chrysler Corporation from 1994 until July of 1997. His job was to “coordinate dealer package agreements for ... incoming new dealers, existing dealers, making changes to their current agreement” with Chrysler. For the New Orleans Zone, Stevens would handle | fiChrysIer’s dealership transfers as well as applying for and opening new Chrysler dealerships.

In September of 1996, Stevens stated that he sent a letter to Murphy to convey Chrysler’s concerns about “growing pains” that JGD was experiencing at a couple of their stores, specifically the Dodge dealership. Within a few days, Murphy called Stevens to report that he had “agreed in concept to sell the store, along with selling a couple other stores he had” to Lam-arque.

Stevens admitted that he was in contact with Duhon during this time period but denied discussing with Duhon any of his conversations with Murphy. Stevens knew that he discussed the details of the JGD/Lamarque deal with Murphy “because I remember very specifically hoping to bring Mr. Lamarque to Mr. Murphy, and we had a great deal of discussion about the numbers but never any discussion of numbers that [Murphy] was discussing with [Duhon].”

[577]*577Stevens went on to state, “In fact, there was never any inference that they were trying to do a deal with [Duhon]. In fact, what was represented to me was they were buying [Duhon] out and [Duhon] was going off to do an import deal.” Stevens further reported that Duhon reported to him that Duhon had learned the details of the Lamarque offer from Graham and his attorney during a lunch meeting. Stevens also stated that, in their only discussion about this deal, Stevens “reiterated to Mr. Duhon ... it was a done deal; that Mr. Murphy and Mr. Lamarque had reached an agreement.”

JGD opposed the motion, averring that there were issues of fact regarding whether Stevens discussed JGD and Lamarque’s buy/sell agreement with Duhon; whether Stevens did not know of Duhon’s discussions with Graham about purchasing JGD; whether Duhon was still a Vice-President, director and minority shareholder of JGD at the time of the sale of assets to Lam-arque; and whether Duhon’s decision not to purchase JGD “had nothing to do with discussions with 17Stevens.” In support of their opposition, JGD attached affidavits from Murphy and John McFarland, who was Secretary of JGD from 1989 until the assets were sold to Lamarque.

In his affidavit, Murphy attested that he was Chairman of the Board from 1989 until the assets were sold to Lamarque. He attested that during negotiations with Graham, Duhon agreed to purchase the assets of JGD and assume all charge-backs from financial institutions that purchased retail installment contracts from Graham. He further stated that, to his personal knowledge, Lamarque offered to purchase the assets for a similar price but refused to assume the charge-backs. According to Murphy, the difference between the two figures was in excess of $500,000.00.

He also attested that, on the day that Graham was to sign the purchase contract with Duhon, Graham learned from Du-hon’s lawyer that Duhon would not agree to the deal.

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Lamarque Dodge, Inc. v. Julian Graham Dodge, Inc., 887 So. 2d 574, 4 La.App. 5 Cir. 532, 2004 La. App. LEXIS 2490, 2004 WL 2388075 (La. Ct. App. 2004).

887 So. 2d 574 (Lamarque Dodge, Inc. v. Julian Graham Dodge, Inc.) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

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