Marsh Adv. Amer. v. Orleans Par. School Bd.

995 So. 2d 53, 2008 WL 4539563
CourtLouisiana Court of Appeal
DecidedOctober 8, 2008
Docket2008-CA-0004
StatusPublished
Cited by2 cases

This text of 995 So. 2d 53 (Marsh Adv. Amer. v. Orleans Par. School Bd.) 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
Marsh Adv. Amer. v. Orleans Par. School Bd., 995 So. 2d 53, 2008 WL 4539563 (La. Ct. App. 2008).

Opinion

995 So.2d 53 (2008)

MARSH ADVANTAGE AMERICA, a Service of Seabury & Smith, Inc.
v.
ORLEANS PARISH SCHOOL BOARD.

No. 2008-CA-0004.

Court of Appeal of Louisiana, Fourth Circuit.

October 8, 2008.

*55 William F. Grace, Jr., Walter F. Becker, Jr., Douglas L. Grundmeyer, Chaffe McCall, L.L.P. New Orleans, LA, for Plaintiff/Appellee.

Philip A. Costa, Costa Law Firm (APLC), New Orleans, LA, for Defendant/Appellant.

(Court composed of Judge JAMES F. McKAY, III, Judge DAVID S. GORBATY, Judge EDWIN A. LOMBARD).

EDWIN A. LOMBARD, Judge.

In this breach of contract claim, Defendant/Appellant, the New Orleans School Board ("the School Board"), appeals from the trial court's judgment in favor of Plaintiff/Appellee, Marsh U.S.A., Inc. ("Marsh"), in the amount of $70,000. Marsh appeals only the award portion of the trial court's judgment. For the following reasons, we affirm, as amended, the trial court's judgment.

Relevant Facts

In 1996, the School Board issued a document entitled Request for Qualification No. 6978 ("RFQ 6978") to prospective consulting agencies in an effort to hire an independent insurance consultant to develop the School Board's employee benefits program. In October of 1996, sales consultant Lisa Ippolito ("Mrs. Ippolito"), on behalf of her employer, Johnson & Higgins of Louisiana Inc. ("Johnson & Higgins"), responded to RFQ 6978 with a proposal outlining her companies offer to bid the school Board's work out to prospective insurance carriers, solicit proposals, obtain quotes, analyze responses, and make recommendations to the School Board. The School Board accepted Johnson & Higgins' proposal, creating an ongoing insurance consulting agreement between them. The terms of the agreement provided that the School Board would pay Johnson & Higgins for its consulting services and would later be reimbursed by the carrier eventually selected by the School Board.

Pursuant to their agreement, over the next few years, Mrs. Ippolito prepared several Requests for Proposals ("RFP") on behalf of the School Board, including one in 1996 for life, medical, health, and dental insurance, and two in 1997, for prescription drug benefits and a Senior 65 program for the School Board's retirees. The School Board paid its fees for this consulting work on these three RFPs without complaint. During this time, Johnson & Higgins had merged with Marsh McLennan, a company that thereafter merged into Marsh U.S.A., Inc.

In 2001, again pursuant to the ongoing agreement between the parties, Mrs. Ippolito prepared, at the request of the School Board, two more requests for proposals: RFP 7656, concerning the School Board's employee health benefits program for life, dental and vision insurance, as it had previously done in 1996, and RFP 7657, concerning the School Board's flexible benefits program and the voluntary life and dental insurance it offered to union employees. Per the terms of the RFPs, Marsh was to receive $70,000 as its consulting fee under RFP 7656 and a $5,000 consulting fee under RFP 7657.

Mrs. Ippolito and her staff compiled and prepared the information and statistics for RFPs 7656 and 7657 over a period of several months. After the RFPs were issued to various insurance carriers, Mrs. *56 Ippolito and her staff spent additional time reviewing, analyzing, and preparing a detailed report regarding the multiple proposals from insurers and submitted their recommendations in a written report to the School Board. The School Board never paid Marsh for the services related to RFP 7656 and 7657. As a result, Marsh Advantage America, an operating company of Marsh McLennan, filed suit against the School Board for breach of contract seeking $75,000 in damages for compensation for the development of the requests for proposals and analyzing the proposals submitted. Later, with the trial court's approval, Marsh moved to amend the petition and substitute Marsh U.S.A., Inc. as the named plaintiff.

At the onset of the trial on the merits, the School Board filed Exceptions of No Right and No Cause of Action, arguing that Marsh U.S.A., Inc. was not the proper party plaintiff and that it possessed no viable cause of action against the School Board. The District Court denied the exceptions and the case proceeded to a bench trial. At trial, Mrs. Ippolito testified as to her personal knowledge of the terms of the agreement between the parties and the scope of the work she and her staff performed under RFPs 7656 and 7657.

James Fahrenholtz, a School Board member, testified on behalf of the School Board. It was his testimony that since November of 2001, the School Board has required that all RFQs over a certain monetary amount be put out to public bid and be approved and signed by the School Board president or the superintendent. Marsh objected to this testimony on the basis that the School Board requested the services, and Mrs. Ippolito and her staff began the work, involved in the preparation of RFPs 7656 and 7657 in April of 2001, before this regulation took effect.

On September 24, 2007, the district court signed a judgment in favor is Marsh U.S.A., formerly Marsh Advantage America, a Service of Seabury & Smith, Inc., in the amount of $70,000 plus legal interest. In its reasons for judgment, the trial court noted that the services rendered by Marsh were professional services that were exempt from public bidding, and that Marsh, through the testimony of Mrs. Ippolito, proved that a contract existed and proved the terms of the contract. It is from this judgment that the parties appeal.

Specifications of Error

On appeal, the School Board alleges that the trial court committed reversible error in: (1) finding that Marsh proved it was the successor corporation to Johnson & Higgins, the company with whom the School Board contracted for the aforementioned consulting work; (2) finding that Marsh proved the terms of the contract and that a contract actually existed through witnesses who had personal knowledge; and (3) admitting into evidence unsigned and unauthenticated documents.

Marsh appeals the monetary award of $70,000, arguing that the trial court miscalculated the fees owed by the School Board, which, they contend actually totaled $75,000.

Law & Discussion

In its brief, the School Board attempts to make several arguments why it should not have to pay Marsh for the consulting fees it purportedly owes pursuant to RFPs 7656 and 7657. The School Board's first argument is that the trial court erred in finding that Marsh proved it was the successor corporation to Johnson & Higgins, the party with which it initially contracted for the insurance consulting services. The School Board argues that Marsh failed to produce documents proving that Marsh is the legal successor in interest of Johnson *57 & Higgins, and thus, failed to prove an essential element of its case and that it had a right of action to bring this lawsuit.

The evidence in the record indicates that Marsh is the proper party to bring this lawsuit. Minutes from a 1997 School Board meeting reflect the School Board's awareness of the merger between Johnson & Higgins and Marsh McLennan as well as the School Board's acknowledgement of its continuing consulting contract with Johnson & Higgins/Marsh McLennan. The same minutes also reflect the School Board's acknowledgement that a merger had thereafter occurred whereby Marsh McLennan was acquired by Marsh, USA. Moreover, a review of the Louisiana Secretary of State Corporations database confirms that Johnson & Higgins of Louisiana, Inc.

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995 So. 2d 53, 2008 WL 4539563, Counsel Stack Legal Research, https://law.counselstack.com/opinion/marsh-adv-amer-v-orleans-par-school-bd-lactapp-2008.