McHugh v. Coon

249 So. 3d 224
CourtLouisiana Court of Appeal
DecidedMay 23, 2018
DocketNo. 51,978–CA
StatusPublished
Cited by1 cases

This text of 249 So. 3d 224 (McHugh v. Coon) 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
McHugh v. Coon, 249 So. 3d 224 (La. Ct. App. 2018).

Opinion

WILLIAMS, J.

The plaintiff, J.B. Duke McHugh, appeals a district court's judgment sustaining a peremptory exception of res judicata filed by the defendant, Clayton Collins Coon. For the following reasons, we affirm.

FACTS

The plaintiff, Dr. J.B. Duke McHugh, and the defendant, Dr. Clayton Collins Coon, are gastroenterologists. The parties formed, managed, and owned various medical entities, including Gastrointestinal Consultants ("GC"), a Professional Medical Corporation. On July 1, 2011, Coon left GC to join a competing gastroenterology practice; however, he continued to be a 50% percent shareholder in GC. McHugh continued *226to conduct his medical practice at GC.

Thereafter, Coon filed a lawsuit against McHugh alleging breach of fiduciary duty, fraud and other claims seeking damages and/or reimbursement from McHugh. On March 30, 2015, the parties entered into a detailed 19-page agreement entitled, "Settlement Agreement," in which they agreed to resolve the lawsuit and various claims. However, the amount of the settlement continued to be an issue, i.e. , Coon asserted that McHugh was required to reimburse him approximately $1.4 million, based upon amounts provided by Coon's accountant. Conversely, McHugh maintained that Coon was entitled to reimbursement in the amount of approximately $50,000, based upon figures provided by McHugh's accountant.

Thereafter, by virtue of the settlement agreement, the parties agreed to appoint Ted Grace, a certified public accountant, as an independent "arbiter and/or consultant" to determine the sum owed by McHugh to Coon. The settlement agreement also contained a provision that the claims submitted to Grace would be "compromised and dismissed for res judicata purposes " and would be "final, binding, and non-appealable. " (Emphasis added). After executing the settlement agreement, the parties filed a joint motion to dismiss the underlying lawsuit, with prejudice in accordance with the language set forth in the agreement.

Subsequently, on September 15, 2015, Grace issued an initial report. However, McHugh disagreed with the methodology employed and the information considered by Grace. Thereafter, Grace issued a revised report, reducing the amount McHugh owed by $24,000. Ultimately, McHugh agreed to pay Coon $365,000. Although McHugh later paid the full sum owed to Coon, he remained dissatisfied with Grace's report and findings.

On June 3, 2016, McHugh filed a pleading entitled "Motion to Vacate or Modify Arbitration Award." He argued that because they used the term "arbiter," in referring to Grace, when they executed the settlement agreement, the document was transformed from a settlement agreement to an arbitration agreement.

In response, Coon filed a peremptory exception of res judicata, arguing that McHugh's motion was barred by the language set forth in the compromise and settlement agreement. Coon also argued that the parties never entered into an arbitration agreement, and the claims asserted in the underlying lawsuit were "compromised and dismissed for res judicata purposes" pursuant to the agreement.

Following a hearing, the district court denied McHugh's motion and sustained Coon's exception of res judicata. The court found that the document executed by the parties was a settlement agreement, not an arbitration agreement, stating:

A careful and close reading of this document as a whole, with a specific focus on the intent of the parties as revealed from the four corners of the document demonstrates that the manifest intent of the parties in crafting the document was, as previously noted by the Court, to reach a final settlement and compromise of their disputed claims and contentions. This fact is clearly manifest in the length of the document and the careful and specific words, phrases and language used to convey the parties' intent. Noteworthy here is the fact that at no point in the document do the parties refer to the applicab[ility] of the Louisiana arbitration law to their agreement; nor, do they use or refer to the terms "arbitration" or "arbitrator" in the agreement. While it is true that the term "arbiter" is used in various parts of the document and paragraph *2272.1.2 defines the role and scope of the arbiter's duties and responsibilities, these minor references or passages standing alone do not, in any way, change the nature or character of the agreement, the intent of the parties or convert the agreement as a whole to an arbitration agreement between the parties.
* * *
[T]he Court declines to accept Respondent's invitation to interpret the parties' agreement as an arbitration agreement. In the Court's view, to do so would violate the law and the clear intent of the parties as expressed in their settlement agreement.
* * *
The Court further finds that counsel for Respondent has clearly misinterpreted the parties' agreement in this case as an arbitration agreement, which, in truth and fact, it is clearly an EXPERT DETERMINATION AGREEMENT.
* * *

(Emphasis in original).

McHugh appeals.

DISCUSSION

McHugh contends the district court erroneously sustained Coon's peremptory exception of res judicata. He argues that their written agreement was an arbitration agreement, rather than a settlement agreement. He further claims that his true intent was to dismiss the claims in the underlying lawsuit and submit the remaining claims to arbitration, while maintaining his rights under the Louisiana Arbitration Act. McHugh asserts that the agreement referenced Grace, the accountant, as "arbiter." Therefore, according to McHugh, it is clear that the parties intended to refer the remaining claims to arbitration, rather than settling them and dismissing the lawsuit with prejudice. He maintains that "any rational, reasonable minded person would conclude that Grace's report was the result of the arbitration he conducted between the parties, and as such, the provisions of the Arbitration Act are applicable to Grace's report[.]"

Res judicata precludes the relitigation of all causes of action arising out of the same transaction and occurrence that were the subject matter of a prior litigation between the same parties. Oliver v. Orleans Parish Sch. Bd. , 2014-0329 (La. 10/31/14), 156 So.3d 596 ; Hawkins v. Span Sys., Inc./DFW Int'l Airport OCIP , 51,378 (La. App. 2 Cir. 5/17/17), 223 So.3d 593. The purpose of res judicata is judicial economy and fairness by requiring the plaintiff to seek all relief and to assert all rights which arise out of the same transaction or occurrence. Oliver v. Orleans Parish Sch. Bd. , supra.

While the doctrine of res judicata is ordinarily premised on a final judgment on the merits, it also applies where the opposing parties have entered into a compromise or settlement of a disputed matter. Thus, compromises have the legal efficacy of the thing adjudged. Penton v. Castellano , 49,843 (La. App. 2 Cir.

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Bluebook (online)
249 So. 3d 224, Counsel Stack Legal Research, https://law.counselstack.com/opinion/mchugh-v-coon-lactapp-2018.