Nelson v. Control Systems International, Inc.

299 So. 2d 570, 1974 La. App. LEXIS 3591
CourtLouisiana Court of Appeal
DecidedAugust 19, 1974
DocketNo. 6054
StatusPublished
Cited by4 cases

This text of 299 So. 2d 570 (Nelson v. Control Systems International, Inc.) 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
Nelson v. Control Systems International, Inc., 299 So. 2d 570, 1974 La. App. LEXIS 3591 (La. Ct. App. 1974).

Opinion

BOUTALL, Judge.

This is a suit by plaintiff to enforce the provisions of a contract entered into between plaintiff and defendants, and to require the defendants to pay certain sums of money alleged to be owed him under the terms of the contract. From an adverse judgment, the defendants have appealed.

The facts leading to the confection of the contract are these. Defendants C. B. Herod and Tom Parker formed a corporation, Control Systems International, Inc., (hereinafter called CSI), for the purpose of fabricating and installing valve systems and controls to be used primarily in the offshore oil industry. Both men were employed within the oil industry, and had acquired certain skills and expertise which led them to believe that they could begin this particular type of business through their joint efforts because of a developing market for this type of service. However, they lacked capital, and sought financial aid in order to make the corporation a going concern. They were unsuccessful in arranging the type of financing they required and were referred to plaintiff, Nor[571]*571man Nelson. At that time Nelson ran a franchised valve repair shop for W. K. M., a producer of valves used in oil industry operations. Besides having the necessary capital, Nelson had shop and office facilities which could be utilized by the proposed new business, enabling it to begin operations immediately.

The three men entered into negotiations over the course of several weeks, and finally reached an agreement, which is here under consideration. In general, the agreement provides that Nelson buy one-third of the stock of CSI for a price of $333.34 and that he loan CSI money to a maximum of $15,000 as needed. The loan was to be repayable out of the profits of CSI within three years, and to secure the loan, the other stockholders of CSI, Herod and Parker, owners of one-third each, agreed to assign their stock to Nelson as collateral, returnable when the loan was repaid. Additionally, Nelson agreed to provide CSI, at reasonable cost to CSI, shop and office facilities and Workman’s Compensation and Liability Insurance coverage.

The main issue herein arises out of the provisions of Article V. of the contract which is as follows:

“V.
“The salaries of stockholder employees of CSI will be no greater than $1,000 per month, plus reasonable expenses, until the loan made by Nelson is paid in full. Nelson shall receive remuneration of not less than 50% of the combined salary and expenses of the highest paid CSI employee regardless of whether Nelson is a full-time employee or not.”

It is apparent from the record that the corporation became an immediate success, and that some disputes arose amongst the three stockholders. On June 2, 1971, some five months after the agreement, the loan was repaid, and the control of the corporation, which heretofore had been basically in Nelson, was now assumed by the other two stockholders. They informed Nelson that they considered that their obligation to pay him one half of the highest salary as set out in Article V. applied only to the term during which the loan remained unpaid, and, since it was now repaid, he no longer was entitled to -receive these payments. Thus the precise point at issue becomes a determination of the expiration of the term of this obligation.

The defendants contend that the document is clear on its face that these monthly payments to Nelson were to continue only as long as the loan remained unpaid, that this was intended as a security device, and to grant Nelson additional money as an added attraction to cause him to make the basic loan to the corporation. On the other hand, Nelson contends that the document on its face does not restrict his remuneration to the term of the loan, that the agreement is more than simply a loan agreement with attendant security devices, that he is entitled to be paid this remuneration as long as he owns one-third of the stock, and that this represents his one-third interest in the Corporation. The trial court held that the contract was clear on its face and required no evidence to explain the intent of the parties, and found Nelson entitled to receive this remuneration in a stipulated amount for past payments overdue, and in continuing future monthly payments.

The contractual provision plaintiff relies on may have one or many “plain meanings” dependent upon how much of the contract is considered. If we consider only the one sentence that Nelson, shall receive remuneration then the plain meaning is that there is no restriction upon the term of payment or even upon the condition of ownership of stock or employment. If we consider that sentence in relation to the other sentence in Article V, then the plain meaning is that Nelson has to be a stockholder and the term is repayment of the [572]*572loan. Accordingly, we must resort to a consideration of the entire agreement to determine what limitation is applicable.1

The law governing the interpretation of agreements in Louisiana is generally covered in Louisiana Civil Code Articles [573]*5731945-1962. Utilizing the rules therein provided, our examination of the document, discloses that it is more than a simple agreement of the loan of money and consideration given in repayment thereof. We are not able to make a specific classification of the type of agreement before us, that is, partnership, joint venture, etc., but we are concerned for the sake of this inquiry only with the interpretation of Article V. If we assume that the questioned provision is without limitation, then it would appear to be a perpetual obligation under the terms of Article X. It is incomprehensible that a corporation should have a unilateral eternal obligation to pay half of the highest corporate salary and expenses to a person who may no longer be a stockholder or employee, and thus . a stranger to-the corporation, and thereafter to his heirs or assigns. Similarly, it cannot be an eternal employment contract with salary payable without end. It cannot constitute a unique class of corporate stock in which the dividends somehow are debts, payable (as employee salaries and expenses are) without restriction as to source of payment. See for example LRS 12:63, subd. A. It cannot be a partnership (disregarding obvious question such as of what the partnership consists and how does one partner have all the rights and no obligations) since a partnership without a term is terminable at will. Louisiana Civil Code Article 2884.

We find it controlling that the immediately prior context of the provision relates to the period the loan is outstanding. Similarly the two prior articles relate to the period the loan is outstanding providing that upon payment of the loan the assignment of the stock to Nelson as collateral terminates and Nelson shall, return the stock, but still retains one third of the stock and interest in the corporation.

We thus conclude that, after payment of the loan, Nelson retained no other rights than those arising from his “one third stock and interest”, and that the remuneration provided in Article V ceased upon repayment of the loan. Accordingly, we are of the opinion that the trial judge erred in awarding Nelson remuneration beyond that point and we set aside and reverse that portion of the judgment.

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Related

Howard v. Sears, Roebuck & Co.
437 F. Supp. 883 (S.D. Mississippi, 1977)
Nelson v. Control Systems International, Inc.
302 So. 2d 305 (Supreme Court of Louisiana, 1974)

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299 So. 2d 570, 1974 La. App. LEXIS 3591, Counsel Stack Legal Research, https://law.counselstack.com/opinion/nelson-v-control-systems-international-inc-lactapp-1974.