Pasquier v. Ewing

430 So. 2d 724, 1983 La. App. LEXIS 8159
CourtLouisiana Court of Appeal
DecidedMarch 28, 1983
DocketNo. 15287-CA
StatusPublished
Cited by3 cases

This text of 430 So. 2d 724 (Pasquier v. Ewing) 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
Pasquier v. Ewing, 430 So. 2d 724, 1983 La. App. LEXIS 8159 (La. Ct. App. 1983).

Opinions

FRED W. JONES, Jr., Judge.

Pasquier, Batson & Company (“Pasquier”), a Shreveport accounting firm, sued a number of former stockholders of The Times Publishing Company, Ltd. (“Times”) for professional services allegedly rendered to the defendants. The latter answered and reconvened against the plaintiff and its principal partner, demanding a refund of monies withdrawn from an escrow account.

In written reasons for judgment the trial judge ruled that Pasquier was entitled, on the basis of quantum meruit, to recover from these defendants a total of $199,894.14 for professional services rendered. On the reconventional demand, the trial court held that plaintiffs-in-reconvention were due $31,992.13 of the funds withdrawn from an escrow account by Pasquier.

Defendants appealed, arguing that: (1) The judgment in favor of Pasquier — for the various reasons to be discussed — was excessive; (2) their plea of payment should have been upheld; (3) interest should have run from date of judgment rather than from judicial demand; (4) they were awarded an inadequate amount on the reconventional demand.

Pasquier answered the appeal, contending that it was not granted judgment for the full value of its services and that the recon-ventional demand award was excessive. Context Facts

In February 1976 minority stockholders sued the Times for dissolution and liquidation of the corporation. The Times Board of Directors instructed its attorney to defend the suit and directed that its accounting firm, Pasquier, assist the designated legal counsel in the preparation of that defense.

During the ensuing months the parties to this litigation explored various methods for resolving their dispute, including the sale of the Times’ stock to a third party. Pasquier’s principal partner, Charles F. Pasquier, assisted attorneys for both sides in assembling required financial data and in meeting with prospective purchasers. On September 27, 1976 an agreement in principle was reached under which the Gannett Company, Inc. (“Gannett”) was to purchase all outstanding stock of the Times. Because of detailed legal and accounting work necessitated by a transaction of this magnitude ($61,000,000), sale of the stock was not consummated until June 16, 1977. During this period Pasquier performed, on behalf of the stockholders, all of the required accounting services.

For professional services allegedly rendered between February 1976 and July 1977, Pasquier billed the Times shareholders for a total of $389,865 (at $1185 per share). Some of the recipients of the statements paid, remitting a total of $134,016.09. The other stockholders refused to pay. Pasquier sued them in December 1977 for a total of $255,848.91. In responsive pleadings the [727]*727defendants claimed entitlement to a setoff for sums paid by the complying stockholders.

Under the stock purchase agreement some $5,000,000 of the purchase price was placed in an escrow account for three years to protect Gannett from any undisclosed liabilities or other claims. The stockholders executed a written instrument designating Charles F. Pasquier as their representative in connection with this escrow account. He was expected to consult with the escrow bank concerning investment of the funds and disburse accrued interest to the shareholders. The contract stipulated that the representative’s fee for this service would be based upon his customary hourly rate.

Despite a protest by these defendants, when the escrow period ended in 1980 Charles Pasquier withheld $48,750 from the escrow funds as his fee for serving as the stockholders’ representative. In addition, during this three year period Mr. Pasquier paid to his accounting firm the sum of $130,956.51 for accounting services. Defendants reconvened for their proportionate part of the sums withdrawn and expended from the escrow account, contending that these actions were unauthorized.

Trial Court Ruling

In its written reasons for judgment, the trial court found that, in the absence of a contract, Pasquier was entitled to recover from defendants on the basis of quantum meruit. In substance, it ruled:

(1) During the first time period (6 February — 26 September 1976) Pasquier was entitled to recover from all stockholders the sum of $145,000 for “assisting in locating a purchaser for their stock.” Defendants’ proportionate part came to $91,874.86.
(2) During the second time period (1 October 1976 — 16 June 1977) services rendered by Pasquier to‘these defendants were valued at $108,019.28.
(3)For services rendered during the escrow period (June 1977 — June 1980) Pasquier was due a commission of 2.5% of funds invested, of which amount these defendants owed $82,-037. Since Pasquier withheld $85,-940.08 of their funds, it owed plaintiffs-in-reconvention the difference. Further, Charles Pasquier should not have withheld the $48,750. Therefore, the pro rata portion owed these plaintiffs-in-reconvention from the funds expended or withheld from the escrow account amounted to $31,-992.13.

Issues on Appeal

Claim for Services, First Time Period (Feb. — Sep. 1976)

Defendants deny that Pasquier was entitled to any payment at all from the Times stockholders for services during this period, pointing out that the accounting firm was employed solely by the Times Board of Directors to assist in the defense of the minority shareholders’ suit for liquidation of the corporation.

Since there obviously was no contract between Pasquier and the stockholders during this period, recovery may not be had on that basis. Therefore, the issue posed is: did Pasquier during this time frame perform any services that redounded primarily to the benefit of the Times stockholders for which it is entitled to be compensated under the principle of unjust enrichment?1

According to the testimony of Charles Pasquier and Robert Jeter (legal counsel for the Times), labors directed at defense of the minority stockholders’ lawsuit gradually turned into contacts with parties manifesting an interest in purchasing outstanding stock of the Times. This was apparently becoming an increasingly attractive alter[728]*728native to pursuit of the litigation, from the standpoint of both minority and majority shareholders. At the beginning there were between 10 and 15 prospective purchasers of the stock. When an interested party requested financial data, it would be supplied by Pasquier. If meetings were asked for, the Times attorney along with the accountant would routinely comply with the request. These conferences were normally unstructured, with some lasting only a brief time and others for a day. For example, Pasquier met with a local prospective purchaser on between 7 or 10 occasions. Finally, of course, meetings with representatives of Gannett led to a sale of the stock.

Our consideration of this unrefuted evidence leads to the conclusion that during this time period, in addition to working primarily for the corporation in the defense of the minority stockholders’ lawsuit, Pas-quier also performed professional services that “enriched” all the Times stockholders. Recovery may be had for the value of those services under the doctrine of unjust enrichment. See Minyard v. Curtis Products, Inc., 251 La. 624, 205 So.2d 422 (1967); Porter v. Johnson, 408 So.2d 961 (La.App. 2d Cir.1981).

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Moore, Romero & Co. v. Nan Corp.
458 So. 2d 675 (Louisiana Court of Appeal, 1984)
Pasquier, Baton & Co. v. Ewing
435 So. 2d 437 (Supreme Court of Louisiana, 1983)

Cite This Page — Counsel Stack

Bluebook (online)
430 So. 2d 724, 1983 La. App. LEXIS 8159, Counsel Stack Legal Research, https://law.counselstack.com/opinion/pasquier-v-ewing-lactapp-1983.