Reiss v. Superior Industries, Inc.

430 So. 2d 260, 1983 La. App. LEXIS 8225
CourtLouisiana Court of Appeal
DecidedApril 11, 1983
DocketNo. 82-CA-56
StatusPublished
Cited by4 cases

This text of 430 So. 2d 260 (Reiss v. Superior Industries, 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
Reiss v. Superior Industries, Inc., 430 So. 2d 260, 1983 La. App. LEXIS 8225 (La. Ct. App. 1983).

Opinion

BOUTALL, Judge.

This suit arose out of various events pursuant to the liquidation of a close corporation, of which members of three families were stockholders and officers. Plaintiffs-appellants Helen Reiss and her children appeal the trial court’s disposition of the case on the grounds that the trial court erred in the following respects: 1) in awarding James Morrison, Jr. only a $20,000.00 attorney fee for his legal work on behalf of the corporation, 2) in granting the court appointed liquidator a $50,000.00 fee without a hearing and, 3) in disbursing a Pension and Profit Sharing Plan without giving plaintiffs-appellants sufficient notice to prepare for the hearing on the matter. We affirm the trial court’s judgment for the reasons which will follow.

Superior Industries, the corporation in question, was incorporated some 25 years ago by James Morrison, Sr., Leon Greff, and Oswald Fuerst. Mr. Morrison, Sr., has been deceased for many years, while Mr. Greff and Mr. Fuerst continued as officers of the corporation until its liquidation in August, 1981.

Plaintiff-appellant Helen Reiss is the widow of Morrison, Sr. The other plaintiffs below are her children. Defendants below were Leon Greff, Oswald Fuerst, and his daughter Crescentia Pennock.

This litigation initially arose out of a dispute over the valuation of Mrs. Reiss’ stock when she dissented from the vote of the other two shareholders to liquidate and sell the corporation’s assets to a firm in St. Louis, Missouri.

At this point Mrs. Reiss retained her son, Mr. Morrison, Jr., to look after the family interest in the corporation. It should be noted here, for the purposes of our subsequent discussion, that Morrison, Jr. has a Ve interest in naked ownership of 25% or 32% of the corporate assets, subject to his mother’s usufruct.

When Morrison was furnished with a financial balance sheet of the corporation, he quickly realized that there were glaring omissions from the accounting, and a substantial amount of funds which was unaccounted for. Morrison filed for liquidation and accounting and began discovery. Due to his efforts in this respect, within approximately six weeks the sum of $580,000.00 was regurgitated by Leon Greff from personal accounts back into the corporation. [262]*262Morrison continued to be actively involved in the corporate liquidation proceeding and expended several hundred hours in this regard. The creative accounting methods and tax evasion practices of which the corporation availed itself, and of which it would appear from the record that the original shareholders had knowledge, resulted in a protracted and complex liquidation process, further exacerbated by the acrimony and discord of the three competing family groups. The Corporation was finally liquidated on August 26, 1981, however, the parties are still battling over remaining issues in the trial court.

ATTORNEY’S FEE FOR JAMES MORRISON, JR.

The difference of opinion as to how much Morrison, Jr. should have been awarded seems, from the appellant’s point of view, to depend on whether a quantum meruit basis should be used or whether, as the Morrison contingent contends, the “common fund” doctrine with a percentage fee should be applied.

The trial judge assigned his reasons orally, as follows:

I put the fee at $20,000.00 Mr. Morrison knowing fully well that you did a tremendous amount of work in this case, but as I reviewed the records and as I reviewed some of the work in this case, this work was done mainly by you for personal reasons and if you go back to the law suit that you filed, most of what you accomplished, would have been some of the things necessary for you to acquire in order to file the ... law suit against Mr. Greff.

We affirm the trial court’s award, with the following clarifications.

Appellants are in error in their belief that application of the “common fund” doctrine would mandate our awarding James Morrison, Jr. a flat 10%-15% of the funds which he recovered for the corporation. A brief history of the doctrine, as applied by Louisiana courts, is helpful at this point.

Our Supreme Court first applied what has now come to be called the “common fund” doctrine in In Re Interstate Trust & Banking Company, 235 La. 825, 106 So.2d 276 (La.1958).

In that case, on rehearing, the court authorized attorneys who had been hired by one group of depositors, but who succeeded in recovering a $700,000.00 fund to the benefit of all depositors, to collect attorney’s fees on a quantum meruit basis from the fund recovered. In essence, this is an equitable doctrine, the rationale being that since all members of a certain group share in the monetary benefit that the attorneys have ■ secured, that all should share in the compensation of the attorneys. Other courts in the state have since applied the “common fund” doctrine under similar factual circumstances. See Louisiana State Mineral Board v. Abadie, 164 So.2d 159 (La.App. 1st Cir.1964).

Courts have also refused to extend the doctrine to differing factual situations. See Kelly v. National Life & Accident Insurance Co., 393 So.2d 130 (La.App. 1st Cir. 1980). In that case an attorney was hired by the surviving wife and children of a deceased in order to challenge a concubine’s right to proceeds of an insurance policy. The attorney’s clients lost at trial, but in the course of the litigation the attorney discovered two more policies, heretofore unknown, which named the concubine as beneficiary. The attorney then argued that the concubine should be made to compensate him for that discovery under the common fund doctrine. The First Circuit Court of Appeal flatly rejected this argument, stating:

The authorities cited [In Re Interstate Trust & Banking] are clearly inapplicable. Intervenor-appellant [the attorney] is postured throughout these proceedings as an adversarial entity....

Ibid at 132.

The appellees contend that the Kelly case created a “conflicting interest” exception to the common fund doctrine which is apposite to the instant case. We find Kelly to be inapplicable to the facts before us.

[263]*263It cannot seriously be disputed that Mr. Morrison’s efforts in tracking down and securing large sums of corporate funds bene-fitted all the stockholders, some in spite of themselves. And from our review of the record we have no confidence in the assertions of some of the appellees that Morrison discovered and recovered nothing, that the funds were safe and sound where they were, and evidently would have trotted back into the corporate fold of their own accord. The fact that in this corporation the stockholders were also officers, and that relations among the three family groups of shareholders were distinctly competitive, should not obscure the fact that Superior Industries, and thus its shareholders, was directly benefitted by Morrison’s work.

We think that Morrison’s personal interest in the corporation does not automatically disqualify him from operation of the common fund doctrine. Rather, it is a factor which must be weighed when arriving at a quantum meruit award under that doctrine.

In In Re Interstate Trust & Banking, supra, the court set out the following factors to be considered in arriving at a fee “.. . the extent and nature of the services rendered, ...

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Related

Reiss v. Superior Industries, Inc.
507 So. 2d 866 (Louisiana Court of Appeal, 1987)
Reiss v. Superior Industries, Inc.
437 So. 2d 1153 (Supreme Court of Louisiana, 1983)

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430 So. 2d 260, 1983 La. App. LEXIS 8225, Counsel Stack Legal Research, https://law.counselstack.com/opinion/reiss-v-superior-industries-inc-lactapp-1983.