Matherne v. TWH Holding, L.L.C.

136 So. 3d 854, 2013 WL 6388340
CourtLouisiana Court of Appeal
DecidedDecember 6, 2013
DocketNo. 2012 CA 1878
StatusPublished
Cited by9 cases

This text of 136 So. 3d 854 (Matherne v. TWH Holding, L.L.C.) 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
Matherne v. TWH Holding, L.L.C., 136 So. 3d 854, 2013 WL 6388340 (La. Ct. App. 2013).

Opinion

PARRO, J.

li>J. Marion Matherne appeals a judgment in favor of TWH Holdings, L.L.C. (TWH), sustaining its peremptory exception raising the objection of res judicata, and dismissing Matherne’s claims alleging an ownership interest in TWH. For the following reasons, we affirm the judgment.

FACTUAL AND PROCEDURAL BACKGROUND

On November 26, 1991, J. Marion Math-erne, the sole shareholder of K-TEK Corporation (K-TEK), entered into a “Management and Control Agreement” (the 1991 Agreement) with Tony W. Harper to accomplish the eventual transfer of Math-erne’s ownership, management, and control of K-TEK to Harper.1 Under the 1991 Agreement, the transfer was to be finalized at the end of 1996, at which time all payments under the 1991 Agreement would be paid in full, all of Matherne’s shares in K-TEK would be returned to the corporation as treasury shares, and Harper would become the sole owner of K-TEK. Two key provisions of the 1991 Agreement stated the following:

17. Neither of the parties can sell, transfer, assign or [ejncumber their stock in The Corporations [K-TEK and M-TEC/RISE] during the life of this agreement except as herein contemplated or with the written consent of both parties to the contrary. It is also agreed that neither party will vote any stock they have in The Corporations for the purposes of allowing The Corporations to issue any additional shares of stock without the mutual written consent of those parties.
18. At the end of the six year period of time commencing with January 1, 1991 and assuming that all payments due hereunder have been made and all transfers of property have been accomplished and all the other terms and conditions as set forth herein are fully performed, then Matherne will return all of his outstanding stock in M-TEC/RISE and K-TEK to The Corporations without further consideration being paid for [857]*857same. All of this stock will then become treasury stock in The Corporations.

Paragraph 19 of the 1991 Agreement stated that any disputes or decisions not settled by mutual agreement of the parties would be submitted to binding arbitration.

On December 27, 1996, Matherne and Harper entered into a letter agreement (the 1996 Agreement), which addressed all the remaining issues between them that lswere based on the 1991 Agreement.2 That letter stated:

2. Upon receiving the payments described in paragraph 1 above, you [Matherne] will return your shares of M-TEC and K-TEK to those corporations for cancellation as treasury shares. At that time I [Harper] will be the sole shareholder of M-TEC and K-TEK.

All the agreed-upon payments under the two agreements were paid, and Matherne surrendered his shares in the two corporations, as required by both agreements.

In late 1997, Matherne asked K-TEK for certain payments that had not been covered by either of the two agreements, including money allegedly owed to him for equipment rental. He also asked for accelerated payment of certain consulting fees that were to be paid to him under the 1996 Agreement. K-TEK refused these requests. In succeeding months, Math-erne continued to assert that various obligations to him from the two agreements had not been resolved, that Harper had breached certain verbal agreements between the parties, and that he (Matherne) was prepared to take legal steps to regain his position and ownership of K-TEK.

In order to resolve these demands, on July 23, 1999, K-TEK, M-TEC/RISE, and Harper filed suit against Matherne in the Twenty-Third Judicial District Court (the 23rd JDC suit or the first suit),3 seeking a declaratory judgment to determine the rights, status, and other legal relations between the parties, injunctive relief, and damages. Paragraph 10 of the petition in the 23rd JDC suit stated:

Matherne and Rita signed the 1996 Letter Agreement and all payment of the sums contemplated by the 1991 Agreement as amended and supplemented by the 1996 Letter Agreement were made to Matherne. Matherne and Rita then surrendered the remaining shares in K-TEK and M-TEC for redemption and Matherne resigned all offices and positions with the corporations. Math-erne was then engaged as an “as needed” or “at will” consultant to K-TEK and as a[n] “at will” non-officer-manager of M-TEC in satisfaction of the obligation to provide “meaningful employment” to him pursuant to the 1991 Agreement.

Copies of the 1991 Agreement and 1996 Agreement were attached to the petition.

The Mathernes and MPS filed an answer in the 23rd JDC suit on December 3, 1999. Paragraph 10 of their answer stated the following:

|4The allegations of plaintiffs’ petition paragraph no. 10 are admitted in regards to the transfer of shares between the Mathernes and Harper. However, all other allegations of plaintiffs’ petition paragraph no. 10 are denied.

In an amended answer filed March 17, 2000, the Mathernes asserted a reconven-tional demand containing additional claims for monetary payments under the 1991

[858]*858Agreement that they alleged had not been paid as agreed.

Eventually, all parties to the 23rd JDC suit filed a motion to invoke alternative dispute resolution procedures, seeking arbitration of their remaining disagreements. Paragraph 3 of the motion stated:

The parties, with the advice of counsel and after due and diligent inquiry into relevant facts and applicable law, have identified the following matters as constituting all claims, demands and causes of action between them (hereafter the “disputed matters”) and agree that any claim, demand or cause of action not specifically identified herein shall be deemed forever waived and renounced.
The sole and only disputed matters between the parties concern the following:
1. The obligation, if any, of any party to pay and the right of any party to receive money pursuant to any provision of the agreement between J. Marion Matherne and Tony W. Harper dated on or about November 26, 1991, a copy of which is attached to the petition filed herein as Exhibit “A” (hereafter referred to as the “1991 Management and Control Agreement”) as the same may be determined to have been modified by the letter agreement between J. Marion Matherne, Rita L. Matherne, Tony W. Harper and Natalie Harper dated December 27, 1996 and signed by the Mathernes on January 2, 1997, a copy of which is attached to the petition filed herein as Exhibit “B” (hereafter referred to as the 1996 Letter Agreement); and
2. The claim, if any, of Modern Process Systems, Inc. against K-TEK Corporation for the payment [of] money for fair rental or use of and necessary repairs to certain items of equipment owned by Modern Process Systems, Inc. and used by ... K-TEK Corporation; and
3.The obligation, if any, of any of the Harper Parties to Rita L. Matherne on any unpaid installment promissory note.
There are no other disputed matters between any of the parties of any kind, character or nature, and to the extent the same may exist, such disputed matters are deemed forever waived and renounced. (Emphasis in the original).

The judge in the 23rd JDC suit signed a Consent Order pursuant to the motion regarding arbitration on April 4, 2000.

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Bluebook (online)
136 So. 3d 854, 2013 WL 6388340, Counsel Stack Legal Research, https://law.counselstack.com/opinion/matherne-v-twh-holding-llc-lactapp-2013.