Moreland v. Green

501 So. 2d 975, 1987 La. App. LEXIS 8518
CourtLouisiana Court of Appeal
DecidedJanuary 21, 1987
DocketNo. 18309-CA
StatusPublished
Cited by3 cases

This text of 501 So. 2d 975 (Moreland v. Green) 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
Moreland v. Green, 501 So. 2d 975, 1987 La. App. LEXIS 8518 (La. Ct. App. 1987).

Opinion

SEXTON, Judge.

Plaintiff, Robert W. Moreland, appeals a partially adverse judgment in a case arising as a result of a dispute over a stock purchase agreement. This agreement was between the plaintiff and defendants, William D. Green and Phillip Sims, who were at all times relevant, shareholders, directors and members of a group holding controlling stock of Claiborne Bank and Trust Company, Homer, Louisiana. We affirm.

Some years before this litigation, the parties to this suit and others who had combined to form a “Control group” borrowed $867,000 from Central Bank in Monroe in order to purchase 51% of the capital stock of the Claiborne Bank and Trust Company. The loan was secured by the pledge of the 51% stock which they individually owned.

In 1983, a cease and desist order was issued by the FDIC to Claiborne Bank and Trust directing that $650,000 be injected into the capital structure of the bank and that certain unsound banking practices cease. Through counsel, the bank negotiated with FDIC to reduce the required amount to $500,000.

After reviewing a number of alternatives, it was decided by the Board of Directors with FDIC approval that certain shareholders would make a cash capital contribution or injection into the capital structure of the bank. These injectors were Phillip Sims, William Green, Robert [977]*977Moreland, Joe Michael, and Melvin Procell. The approximate amounts of each contribution were as follows: Moreland — $71,000; Procell — $71,000; Michael — $71,000; Sims —$110,000; Green — $110,000. No stock certificates or evidence of indebtedness were issued with respect to this increased capitalization.

At the time of the injection, Robert W. Moreland, who had been serving as Chairman of the Board, desired to relinquish his position and resigned. He further wanted to leave the banking business and sought buyers for his stock. As Moreland wished to make no permanent contribution to the required injection, he agreed to put up $71,-428.57 as his part of the injection subject to an agreement with Sims and Green that they would reimburse him for the amount. Moreland borrowed the $71,000 plus dollars from Citizens Bank of Arcadia and executed a note representing that obligation. He signed a buy-sell agreement with Sims and Green, the breach of which is the subject of this suit. The agreement entered into provided:

Agreement between Robert W. More-land here after called Seller and William D. Green and Phillip Sims called Buyers.
Buyer will purchase 270 days from date Thirty-two Thousand, Seven Hundred eighty-nine (32,789) shares of Claiborne Bank and Trust Company stock at Three Dollars ($3.00) per share. This stock is now pledged to loans at Central Bank in Monroe and represents a part of a 51% block of control stock in Claiborne Bank.
In addition Buyers will pay seller Seventy-one Thousand, Four Hundred Twenty-eight Dollars & 57/ioo ($71,428.57) with interest at the prime rate charged by Citizens Bank in Arcadia. This payment represents sellers percent of a capital injection made to Claiborne Bank and is covered by agreement in the minutes of Claiborne Bank.

In October, 1984, Claiborne Bank decided to issue stock as compensation to those who had made capital injections. Defendants Green and Sims paid off Moreland’s note at the Citizens Bank of Arcadia. The note was returned to Moreland marked “paid” by that bank. Green and Sims then had the stock representing Moreland’s share of the capital injection issued in their names by Claiborne Bank, thinking they had “bought out” Moreland’s capital injection.

Moreland filed suit seeking judgment ordering the defendants to specifically perform their alleged obligation to buy petitioner’s 32,789 shares of the Claiborne Bank pledged to the Central Bank in Monroe and to pay the sum called for in the agreement. He further sought judgment ordering the defendants “to return” to him the 68,681 shares of the common stock of Claiborne Bank “which they caused to be issued to themselves,” or that in default thereof, petitioner receive judgment in the sum of $71,428.58, the amount which his pleadings asserted that the injection stock was issued to represent.

The trial court entered judgment in favor of Moreland on his first request compelling compliance with the agreement to purchase the pledged stock for $3.00 per share. The trial court rejected the plaintiff’s demands for a decree ordering defendants to return 68,681 shares of common stock issued to them as compensation for the capital injection made by the plaintiff.

Moreland appeals seeking reversal of the latter ruling. Green answers the appeal requesting reversal of the holding requiring purchase of the pledged stock. Sims does not appeal or answer. Green assigns as error (1) that the trial court rendered an opinion while the case was being held open to take the deposition of a witness; (2) that the trial court erred in requiring Green to buy the pledged stock, and (3) that the trial court erred in concluding that Green and Sims were solidarily liable. We will deal first with the assignments of error manifested in Green’s answer.

Mr. Green assigns as error the trial court’s rendition of an opinion before the taking, filing and consideration by the court of the deposition of Mr. David McKenzie, a loan officer with Central Bank [978]*978in Monroe, Louisiana. Mr. Green points out that both parties entered into a stipulation that they reserved the right to call Mr. McKenzie or take his deposition, and that the trial judge indicated that the case would be held open for the taking of the deposition of Mr. McKenzie.

The case at bar was tried on September 10 and 11, 1985. The opinion was rendered on September 17, 1985. Mr. McKenzie’s deposition was taken on October 14, 1985, and filed on October 21, 1985. Judgment was signed on November 6, 1985. Although it may have been inappropriate for the trial judge to hand down his opinion while the case was being held open for Mr. McKenzie’s testimony, we note that since the judgment was not signed until after the deposition was filed, the trial judge had an opportunity to read it and, if warranted, change his opinion. We also note that the defendants did not move for a new trial in the trial court specifying portions of the deposition which should warrant a different result than that originally reached by the trial court. Also, while Mr. Green’s brief complains of this trial court action in general it does not specifically point to portions of the deposition at issue which should warrant a different result. Where the court of appeal has the entire record, it is our obligation to rule on that record rather than remand. West v. West, 475 So.2d 56 (La.App. 2d Cir.1985), writ denied 478 So.2d 147 (La.1985). Having reviewed this deposition in light of the other evidence in the case, we are of the opinion that the trial court judgment was nevertheless appropriate on the record.

Secondly, Mr. Green argues that the trial court interpretation of the contract does not represent the true intent of the parties because the agreement did not contemplate that Sims and Green would be required to purchase stock which was still pledged to the Central Bank in Monroe. The trial court decided this factual issue adversely to Green and Sims in the following terms:

This argument must be dismissed for several reasons. First, the contract was meticulously evaluated and composed by the defendants for plaintiff’s signature.

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505 So. 2d 914 (Louisiana Court of Appeal, 1987)

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Bluebook (online)
501 So. 2d 975, 1987 La. App. LEXIS 8518, Counsel Stack Legal Research, https://law.counselstack.com/opinion/moreland-v-green-lactapp-1987.