Professional Occupational Therapy Services, Inc. v. Vanco Human Services, Inc.

572 So. 2d 331, 1990 La. App. LEXIS 2950, 1990 WL 210422
CourtLouisiana Court of Appeal
DecidedDecember 12, 1990
DocketNo. 90-CA-512
StatusPublished
Cited by1 cases

This text of 572 So. 2d 331 (Professional Occupational Therapy Services, Inc. v. Vanco Human Services, 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
Professional Occupational Therapy Services, Inc. v. Vanco Human Services, Inc., 572 So. 2d 331, 1990 La. App. LEXIS 2950, 1990 WL 210422 (La. Ct. App. 1990).

Opinion

BOWES, Judge.

Plaintiff/appellant, Professional Occupational Therapy Services, Inc. (hereinafter Professional) appeals a judgment of the district court granting the exception of no cause of action filed by defendants/appel-lees, Ray Murray, Maurice Van Norman, Monica Van Norman and Kevin Halbrook (hereinafter Murray defendants). We reverse and remand for the following reasons.

In June, 1987, Professional filed a suit on open account against Vaneo Human Services, Inc. and the individual Murray defendants, alleging that Professional provided occupational therapy services to Vaneo; that statements totaling $11,396.85 had been billed to Vaneo, and were unpaid at the time of suit. Pertinent to our inquiry are the following allegations of the original petition:

III.
“Petitioner urges that Vaneo Human Services, Inc. is the mere alter ego of its officers or employees, Ray Murray, Maurice VanNorman [sic], Monica VanNor-man [sic] and Kevin Halbrook; that said corporation is merely a shell for the actions of these individuals and as such they should be liable personally and jointly, severely [sic] and in solido for the obligations of Vaneo Human Services, Inc.
IV.
On information and belief petitioner urges that defendants herein in their guides [sic] of Vaneo Human Services, Inc., submitted statements or services or memorandum services provided by POTS to various governmental or private agencies wherein they obtained reimbursement for their expenses for these costs; however, that POTS was never reimbursed for its services; that the work POTS was used to obtain payment but once payment was obtained no payment was in turn made to plaintiff herein.
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VI.
Defendants herein are also personally liable in that they knew or should have known that Vaneo Human Services, Inc. could not or would not pay these statement [sic] of petitioner; that POTS was permitted and encourage [sic] to continue rendering services when defendants herein at no time intended to reimburse petitioner for its services; that said actions make all parties herein liable jointly, severely [sic] and insólido for the debt.”

. All defendants filed exceptions of vagueness, improper cumulation of action, and no cause of action “because by plaintiffs own admission it was doing services pursuant to an agreement with Vaneo and no one else.”

In October, 1987, prior to judgment on the exceptions, a supplemental and amending petition was filed with the following amendment (among others):

4.
“Petitioner seeks to supplement and/or amend the original petition by [333]*333adding a paragraph numbered X to read as follows:
X.
Defendants, Ray Murray, Maurice VanNorman [sic], Monica VanNorman [sic] and Kevin Halbrook utilized Vaneo Human Services, Inc., as their mere alter ego and that said corporation is a mere shell and veil for the transactions of the personal business of said defendants; that said corporation was utilized in these proceedings to take advantage of plaintiff and reap the benefits of her work, but deny her payment for services which she rendered;”

In March, 1988, the district court dismissed all the exceptions and ordered the defendants to answer within 10 days. An answer was filed which was a general denial of both the original and supplemental petitions, and alleged defenses which included an allegation that the petition failed to state a cause of action. In June, the Murray defendants filed a second “Exception of Failure To State A Cause of Action”, urging that the allegations of plaintiff that Vaneo “is the mere alter ego of its officers or employees” and “a mere shell and veil for ... the personal business of said defendants” were “conclusionary” [sic] statements rather than factual allegations, and do not support the claims made by plaintiffs against the defendants. Following a hearing on the second exception, the trial court inexplicably granted judgment in favor of the Murray defendants, maintaining the exception of failure to state a cause of action and dismissing the suit against those defendants with prejudice.

Professional has appealed, alleging three assignments of error:

1. That 'the trial court erred in granting the exception since the March 1988 judgment was res judicata as to the exception of no cause of action;
2. In granting the exception without giving Professional leave to amend;
3. And in granting the judgment with prejudice.

RES JUDICATA

With regard to the first assignment of error that the trial court erred in granting the second exception of failure to state a cause of action after once dismissing such an exception because the first action was res judicata, we observe that the denial of an exception of no cause of action is an interlocutory judgment. LSA-C.C.P. art. 1841. Updegraff v. Parish of St. Bernard, 433 So.2d 863 (La.App. 4 Cir.1983); Brian v. Target, Inc., 395 So.2d 372 (La.App. 1 Cir.1981). The Code of Civil Procedure permits reconsideration of the overruling of peremptory exceptions, and the court has the right, at any stage of the proceedings at which the objection was made, to set aside that decree and sustain the exception. R.G. Claitor’s Realty v. Juban, 391 So.2d 394 (La.1980). For the doctrine of res judicata to be applicable, the prior judgment must be a final one. Succession of Cameron, 446 So.2d 948 (La.App. 3 Cir.1984); Morris v. Morris, 336 So.2d 254 (La.App. 1 Cir.1976). This specification of error is without merit.

NO CAUSE OF ACTION

It is apparent that a cause of action does exist against shareholders of a corporation under certain circumstances.

... [T]here are limited exceptions to the rule of non-liability of shareholders for the debts of a corporation whereby the court may ignore the corporate fiction and hold the individual liable. In such situations, a litigant can reach an individual shareholder by “piercing the corporate veil,” thereby rendering the individual liable for the debts incurred by the corporation. Liberto v. Villard, 386 So.2d 930 (La.App. 3rd Cir.1980).
One such exception to the non-liability rule involves situations where fraud or deceit has been practiced on a third party by the shareholder acting through the corporation. LSA-R.S. 12:95; Kingsman Enterprises v. Bakerfield Elec. Co., 339 So.2d 1280 (La.App. 1st Cir.1976); Dillman v. Nobles, 351 So.2d 210 (La.App. 4th Cir.1977); Bossier Millwork [334]*334& Supply Co. v. D. & R. Const. Co., 245 So.2d 414 (La.App. 2nd Cir.1971).
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The corporate veil may be pierced, even in the absence of fraud, where there has been a disregard of the corporate entity to such an extent that the corporation is indistinguishable from the shareholders. Cahn Elec. Appliance Co., Inc. v. Harper, 430 So.2d 143 (La. App. 2nd Cir.1983); Smith-Hearron v. Frazier, Inc., 352 So.2d 263 (La.App. 2nd Cir.1977), writ denied, 353 So.2d 1337 (La.1978); Dillman v. Nobles, supra.

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Bluebook (online)
572 So. 2d 331, 1990 La. App. LEXIS 2950, 1990 WL 210422, Counsel Stack Legal Research, https://law.counselstack.com/opinion/professional-occupational-therapy-services-inc-v-vanco-human-services-lactapp-1990.