Liberto v. Villard

386 So. 2d 930
CourtLouisiana Court of Appeal
DecidedMay 21, 1980
Docket7534
StatusPublished
Cited by38 cases

This text of 386 So. 2d 930 (Liberto v. Villard) 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
Liberto v. Villard, 386 So. 2d 930 (La. Ct. App. 1980).

Opinion

386 So.2d 930 (1980)

Charles L. LIBERTO, Jr., Plaintiff-Appellant,
v.
Joseph VILLARD and Mucavil, Inc., Defendants-Appellees.

No. 7534.

Court of Appeal of Louisiana, Third Circuit.

May 21, 1980.

*932 Broussard, Bolton & Halcomb, Daniel E. Broussard, Jr., Alexandria, for plaintiff-appellant.

Foote, Ledbetter & Percy, George Foote and James M. Percy, Alexandria, for plaintiff-appellee.

Gravel, Roy & Burnes, Dan E. Melichar, Gist, Methvin, Hughes & Munsterman, John W. Munsterman, Gold, Little, Simon, Weems & Bruser, F. A. Little, William E. Skye, Alexandria, for defendants-appellees.

Before SWIFT, STOKER and LABORDE, JJ.

STOKER, Judge.

Plaintiff-appellant, Charles L. Liberto, was the general contractor for a construction project undertaken by Mucavil, Incorporated. Liberto brings suit here against that corporation and two of the three shareholders in the corporation for breach of the construction contract between himself and the corporation. The two shareholder defendants[1] are Joseph Villard and Jack Mule, Jr.

Plaintiff Liberto alleges the trial court erred:

(1) in dismissing his claims against shareholders Joseph Villard and Jack Mule individually,

(2) in not finding that Joseph Villard made the corporation his alter-ego by disregarding the corporation's existence as a separate entity, thus subjecting himself to personal liability for the debts of the corporation,

(3) in not finding that Villard induced Liberto to enter the contract by making material misrepresentations in regard to financing of the project,

*933 (4) in finding the price agreed to by contract between Liberto and Mucavil was $643,000.00 instead of $812,000.00,

(5) in failing to find an amount of expense and labor owed Mr. Liberto at the time work stopped on the project,

(6) in not awarding to Liberto the attorney's fees and costs incurred by him in defending subcontractors' and materialmen's suits arising from defendant's breach of the contract, and

(7) in not awarding to Liberto an amount to compensate him for the loss of income he sustained as a result of the defendant's breach of the construction contract.

FACTS

On August 28, 1974, appellant Charles L. Liberto, Jr., entered into a written contract with Mucavil, Inc., to construct a shopping center in Alexandria, Louisiana, to be known as "MacLee Plaza". Mucavil, Inc., is a Louisiana corporation domiciled in Rapides Parish and owned by three shareholders, Dr. Joseph Villard, Jack Mule, Jr., and Wayne Cave. The terms of the written contract between Liberto and Mucavil provided for a construction price of $643,000.00 with a 10% profit for the general contractor Liberto.

Construction was begun on the shopping center in August, 1974, and continued until the first week in December, at which time the interim lending institution, the Rapides Bank and Trust Company, withdrew financing for the project. As a result, a number of legal actions were commenced, five of which have been consolidated in this appeal. At the time the financing by Rapides Bank was terminated Mr. Liberto had received three payments toward the expected $643,000.00. The three payments totalled $142,452.00.

After the bank's refusal to fund any further construction, various laborers and materialmen filed liens which were followed by lawsuits to collect sums due them for work performed or materials furnished in connection with the shopping center. The subcontractors and materialmen whose claims are involved in this consolidated litigation include Russell Rabalais,[2] Texas Industries, Inc.,[3] and Flynn Manufacturing Company of Alexandria.[4] All of these subcontractors and furnishers of material filed suit against (1) Mucavil, Inc., as owner of the project; (2) Liberto, the general contractor; and (3) Liberto's bonding company, American Employer's Insurance Company.

Liberto himself filed suit against Mucavil, Inc., for damages for breach of contract, costs incurred in defending the various subcontractors' suits brought against Liberto, future loss of construction income, and general damages for embarrassment and mental anguish. In his suit Liberto also sued Dr. Joseph Villard and Jack Mule in their individual capacities, seeking to "pierce the corporate veil" and hold them (particularly Villard) individually responsible on the grounds that the corporation was merely the alter-ego of Villard and that Villard had made misrepresentations concerning the interim financing for the project, thereby inducing Liberto to enter into the construction contract.

Additionally, in the subcontractors' suits against him, Liberto filed third party demands against Mucavil, Inc., Villard, and Jack Mule individually asking for judgment over and against all of these defendants for any amounts for which he might be cast. Again, on the third party demands, Villard and Mule were sought to be held personally liable. In addition to being shareholders in Mucavil, Inc., Dr. Villard was president and Jack Mule was secretary of the corporation.

The district court ruled in favor of the subcontractors and suppliers. Texas Industries won against Liberto and American Employers Insurance Company. Flynn Manufacturing was awarded judgment *934 against Liberto, Mucavil, and American Employers. In the Rabalais suit, judgment was awarded against Liberto and American Employers.

In all of the above mentioned judgments obtained by the subcontractors, suppliers and Liberto's bonding company, judgment was also rendered in favor of Liberto on his third party demands against Mucavil, Inc., but all claims on his third party demands against Villard and Mule, individually, were denied.

In Liberto's suit against Mucavil, Inc., and Dr. Joseph Villard, judgment was rendered in plaintiff's favor and against Mucavil, Inc., in the amount of $60,058.80 for lost profits on the contract, but the court denied plaintiff's claim against Joseph Villard and Jack Mule individually. The court further dismissed Liberto's claims for general damages for mental anguish, humiliation, etc., and for the lost profits he claims he would have earned on future construction jobs.

Thus, Liberto obtained judgment against Mucavil, Inc., in his own suit for lost profits on the contract and obtained judgments on this third party demands against Mucavil, Inc., for all sums for which he was cast to his subcontractors and his bonding company.

Appeal is brought here by Liberto in his suit against Villard and Mucavil. As part of this appeal, he challenges the trial court's finding of the contract price as $643,000.00 instead of $812,000.00. He also appeals the denial of his third party demands against Villard, individually, in the two suits of the subcontractor, Texas Industries (suits numbered 7535 and 7536 in this court), and in the suit of subcontractor Flynn Manufacturing Company, Inc., (suit number 7533).

I.

Did the trial court err in not finding that Villard induced Liberto to enter the contract by making material misrepresentations in regard to the financing of the project and in finding the price agreed to by contract between Liberto and Mucavil was $643,000.00 instead of $812,000?[5]

The above stated issues cover plaintiff-appellant's third and fourth assignments of error. They are dealt with together here because they arise from similar fact situations, and they are answered by this court in the same manner.

The trial court found no material misrepresentations by Dr. Villard.

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Bluebook (online)
386 So. 2d 930, Counsel Stack Legal Research, https://law.counselstack.com/opinion/liberto-v-villard-lactapp-1980.