Pearce v. Rogers

423 So. 2d 83
CourtLouisiana Court of Appeal
DecidedNovember 16, 1982
Docket82 CA 0181, 82 CA 0182
StatusPublished
Cited by5 cases

This text of 423 So. 2d 83 (Pearce v. Rogers) 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
Pearce v. Rogers, 423 So. 2d 83 (La. Ct. App. 1982).

Opinion

423 So.2d 83 (1982)

Dave L. PEARCE
v.
Louis B. ROGERS.
Dave L. PEARCE
v.
J. Huntington ODOM.

Nos. 82 CA 0181, 82 CA 0182.

Court of Appeal of Louisiana, First Circuit.

November 16, 1982.

Joel B. Dickinson, Baton Rouge, for plaintiff-appellant Dave L. Pearce.

J. Huntington Odom, in pro per.

Donald R. Smith, Kim G. Mayhall, Baton Rouge, for defendant-appellee Louis B. Rogers.

*84 Before LOTTINGER, COLE and CARTER, JJ.

CARTER, Judge.

In 1966, Riverside Plantations, Inc. negotiated a transfer of all its assets to Allied Chemical Corporation. Shareholders of Riverside were to receive one share of Allied stock for each share of Riverside stock. The terms of the transfer called for the Riverside stock to be delivered to J. Huntington Odom, secretary of Riverside, before the Allied stock would be delivered. Allied's certificate no. S30084 (for 288 shares) was issued in the name of Dave Pearce in anticipation of the surrender by Pearce of Riverside's certificate no. 139 (for 288 shares). Mr. Odom has possession of the Allied certificate and refuses to deliver it to Pearce until Riverside certificate no. 139 is surrendered.

On January 24, 1967, Dave Pearce filed suit against Louis B. Rogers, seeking to be declared owner of and seeking delivery of Riverside stock certificate no. 139, representing 288 shares of stock, which, though issued in Pearce's name, was in Rogers's possession.

On September 25, 1980, Pearce filed suit against Odom, seeking to be declared owner of and seeking delivery of Allied certificate no. S30084. Rogers intervened seeking to be declared owner of an undivided one-half interest in the Allied certificate and in other Allied stock issued in Pearce's name. Rogers also sought a partition of all shares found to be jointly owned. The trial court declared Rogers to be the owner of 180 shares. He ordered a partition of certificate S30084 (288 shares) with 180 shares going to Rogers and 108 shares going to Pearce.[1] Pearce appeals.

FACTS

Sometime prior to October, 1958, Dave Pearce was employed by Louis Rogers as a real estate salesman. During this time Pearce made two separate purchases of stock in Riverside Plantations, Inc. Riverside Plantations, Inc. was a corporation organized for the purpose of acquiring and developing two tracts of land located in Ascension and East Baton Rouge Parish known as Riverside Plantation and Southwood Plantation. Pearce and Rogers were among several investors who acquired an interest in Riverside. On April 18, 1958, Pearce was issued certificate no. 7 for 90 shares, and on June 27, 1958, he was issued certificate no. 47 for 270 shares. Pearce made both purchases with his own funds, and both certificates were issued in his name.

Rogers and Pearce entered into a partnership in October of 1958 for the purpose of operating a real estate agency under the name "Rogers, Pearce Realty." Mr. James W. Smith, the agency's bookkeeper, testified that on that date he began to maintain the records of the firm on a partnership basis. Also, a partnership bank account was opened. However, no written, formal agreement was ever executed. Mr. Smith testified that the partnership was a fiftyfifty partnership.

On March 27, 1959, a check for Two Thousand Eight Hundred Eighty and no/100 ($2,880.00) Dollars was drawn on the partnership account and signed by Pearce and Smith made payable to "Riverside Plantations, Inc." The check was issued in payment for 288 shares of stock in Riverside. On April 21, 1959, Odom issued Riverside's certificate no. 139 for 288 shares in Pearce's name.

On April 25, 1960, a check in the amount of One Thousand Three Hundred Sixtythree and 64/100 ($1,363.64) Dollars was drawn on the partnership account and signed by Pearce and Rogers. This check represented a loan to Riverside, for which Riverside gave to Pearce & Rogers a promissory note as evidence of its indebtedness. In April of 1961, Riverside issued its certificate *85 no. 212 for 136 shares of stock as payment of the note. This certificate was also issued in Pearce's name.

All of the certificates were in Pearce's possession except for certificate no. 139 which was kept in the office of Rogers, Pearce Realty and which has been in Rogers's possession since the dissolution of the partnership.

Pearce and Rogers were also investors in another corporation known as Southwoods, Inc. Southwoods, Inc. was a corporation organized to acquire and develop a tract of land in East Baton Rouge Parish in the area where South Sherwood Forest Boulevard is presently located. Though the names are similar, Southwoods, Inc. has no relationship to Southwood Plantation (one of the two tracts of land acquired by Riverside). Rogers was obligated to purchase 25% of Southwoods, Inc., and Pearce was obligated for 10%.

On June 16, 1959, payment became due on the mortgage securing the purchase of the property by Southwoods, Inc. Each investor was to make a payment in proportion to his ownership interest in Southwoods, Inc. Pearce was financially unable to pay his share. Rogers issued a personal check to Southwoods, Inc. for $8,984.50. As evidenced by a notation on the check, the total amount included $6,417.50 in payment of the amount due by Rogers, and $2,567.00, in payment of the amount due by Pearce.

The trial court found that, contrary to Pearce's testimony, in consideration for the amount paid by Rogers for Pearce's debt, Pearce orally agreed to transfer to Rogers an undivided one-half interest in all of the stock in Riverside Plantations, Inc., which stood in Pearce's name. This agreement was never reduced to writing. The Rogers, Pearce Realty partnership dissolved in early 1962. On February 28, 1962, Pearce authorized certificate no. 47 (purchased by Pearce before the partnership was formed), for 270 shares, to be cancelled. Pearce then authorized the reissuance of that certificate in the following denominations:

Certificate no. 221 for 212 shares issued to Louis B. Rogers, dated February 28, 1962;
Certificate no. 222 for 58 shares reissued to Dave Pearce, dated February 28, 1962.

The number of shares reissued to Rogers (212), though reissued from the certificate purchased by Pearce prior to the formation of the partnership, represents one-half of the number of shares purchased with partnership funds.

Shares Purchased with Partnership Funds

     Certificate no. 139              288 shares
     Certificate no. 212              136 shares
                                      __________
     Total                            424 shares
                 ½ of 424 = 212

This amount (212) is the one-half owned by Rogers as an equal partner of all assets acquired by the partnership. The amount was owed and paid and is not a subject of dispute in this litigation. Rogers now claims a one-half interest in the number of shares purchased by Pearce prior to the formation of the partnership pursuant to the oral agreement of June 16, 1959, by which Rogers paid Pearce's obligation to Southwoods, Inc. in return for one-half interest in all Riverside shares issued in Pearce's name. The amount of shares purchased by Pearce prior to the formation of the partnership is 360. Rogers claims 180 of them.

In 1966, Riverside transferred all of its assets to Allied Chemical Corporation. Riverside and Allied agreed that for each share of Riverside stock transferred to Allied by the owner, Allied would issue a share of its stock in exchange. Pearce returned to Odom all of the Riverside stock that remained in his name, except for certificate no.

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Bluebook (online)
423 So. 2d 83, Counsel Stack Legal Research, https://law.counselstack.com/opinion/pearce-v-rogers-lactapp-1982.