Rossi v. Bailey

759 So. 2d 282, 99 La.App. 5 Cir. 1164, 2000 La. App. LEXIS 991, 2000 WL 486117
Louisiana Court of Appeal·Decided April 25, 2000·No. No. 99-CA-1164·Published·Cited by 2 cases

Opinion

| .EDWARDS, Judge.

Defendants/appellants B. Ralph Bailey, B. Ralph Bailey, APLC, and Bailey, Rossi & Kineade (collectively “Bailey”) appeal the judgment of the trial court awarding plaintiff/appellee Collins Rossi $60,906.98 in damages for unlawful termination and negligent misrepresentation. Rossi was terminated as a partner in the law firm of Bailey, Rossi & Kineade by B. Ralph Bailey. The partnership was dissolved shortly thereafter. Bailey alleges that the trial court erred in its determination that Ros-[284]*284si’s termination was improper. For the following reasons, we reverse the judgment of the trial court.

The law firm of Bailey, Rossi & Kincade was formed by Articles of Partnership on January 1, 1991. In this partnership agreement, B. Ralph Bailey, APLC was designated the “Class A” partner, while Collins Rossi and Michael Kincade were designated “Class B” partners. The “Class A” partner was given a 50% voting interest in the partnership and the “Class B” partners were each given |sa 25% voting interest. The “Class A” partner was given the deciding vote in case of a tie.

On November 19, 1993, the Articles of Partnership were amended to adjust the percentages for the share in net profits and losses of the law firm. The percentage of B. Ralph Bailey, APLC was lowered from 50% to 40%, while the percentages of Rossi and Kincade were increased from 25% to 30% each. This amendment did not effect the voting interest in the partnership.

On February 24, 1995, Rossi was terminated from the partnership. In voting for termination, Bailey alleged that Rossi had held a secret meeting with the firm’s main client without informing the other partners. Bailey alleged that this action was not in the best interest of the partnership and that Rossi should be terminated. Neither Rossi nor Kincade were present to vote on the termination. Rossi was paid his salary through February 24, 1995, along with a $5,000.00 severance payment, less various obligations he allegedly owed the partnership.

On October 10, 1995, Rossi filed a petition for damages alleging that his partnership interest was terminated in bad faith and that Bailey negligently misrepresented the terms of employment. The matter went to trial before the Honorable Martha Sassone of the Twenty-Fourth Judicial District Court on January 26, 1999. After a trial on the merits, the matter was taken under advisement.

On March 8, 1999, the trial court rendered its judgment with reasons in favor of Rossi in the amount of $60,906.98. On April 1, 1999, Bailey filed a motion for suspensive appeal, which was subsequently granted by the trial court. The matter is now before this Court for review.

FLAW AND ANALYSIS

Bailey alleges four assignments of error on appeal. In his first assignment of error, Bailey alleges that the trial court erred in refusing to permit the defense expert to testify. In his second assignment of error, Bailey alleges that the trial court erred in its determination that the termination of Rossi was improper. In his third assignment of error, Bailey alleges that the trial court erred in its award of damages to Rossi. In his fourth and final assignment of error, Bailey alleges that the trial court erred in holding all three defendants liable. The trial court erred in determining that Rossi’s termination was improper and its judgment must be reversed.

In his first assignment of error, Bailey alleges that the trial court erred in refusing to permit the defense expert to testify. Bailey proffered the testimony of Professor Wasserman, an expert in the English language. The trial court, in refusing to admit the testimony of Professor Wasser-man, stated that his testimony was not needed in the trial.

In reviewing the decision of a trial court in qualifying a witness as an expert, courts typically place the burden on the party offering the witness as an expert and consider that the decision to accept or reject the offer rests within the sound discretion of the trial court.1 The refusal of the trial court to receive such evidence [285]*285will rarely, if ever, provide grounds for reversal.2

It was within the sound discretion of the trial court not to admit Professor Wasserman’s testimony into evidence. His testimony was not needed to interpret the partnership agreement. This assignment of error is not grounds for reversal.

| [¡Bailey’s second and third assignments of error will be addressed jointly. In his second assignment of error, Bailey alleges that the trial court erred in its determination that the termination of Ros-si was improper. In his third assignment of error, Bailey alleges that the trial court erred in its award of damages to Rossi. Both of these assignments of error allege that the trial court’s interpretation of the partnership agreement is incorrect. When appellate review is not premised on any factual findings made by the trial court but is based upon an independent review and examination of the contract on its face, the manifest error rule is inapplicable.3 In such cases, appellate review of questions of law is simply whether the trial court was legally correct or legally incorrect.4

The Louisiana Civil Code provides that the interpretation of a contract is the determination of the common intent of the parties.5 Each provision in a contract must be interpreted in light of the other provisions so that each is given the meaning suggested by the contract as a whole.6 When the words of a contract are clear and explicit and lead to no absurd consequences, no further interpretation may be made in search of the parties’ intent.7

In ruling in favor of Rossi, the trial court cited as reasons the language of Article 8(a) of the Articles of Partnership which reads:

“A partner shall cease to be a member of the partnership upon:
(a) a determination by the partners who hold a majority voting |fiinterest in the partnership that ...” (emphasis added).

The trial judge reasoned that the plural form of the word “partners” implied that more than one partner was needed to determine whether another partner was to be terminated. We do not find this to be a correct interpretation of the contract. The intent of the parties when drafting Article 8(a) was to allow the person or persons with a majority voting interest in the partnership to determine termination. Under Article 4 of the Articles of Partnership, Bailey had a 50% voting interest in the partnership and also had the deciding vote in case of a tie. The language is clear and unambiguous and leads to no absurd consequences. Bailey had the full authority to terminate Rossi if he determined it was in the best interest of the partnership. Bailey provided sufficient evidence at trial to prove that he was convinced that Rossi’s termination was in the partnership’s best interest. His actions were not arbitrary or capricious and were not done in bad faith. The termination was proper and was within the bounds of the partnership agreement.

The next issue is the question of the award of damages or compensation to Ros-si as a result of his termination.

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Rossi v. Bailey, 759 So. 2d 282, 99 La.App. 5 Cir. 1164, 2000 La. App. LEXIS 991, 2000 WL 486117 (La. Ct. App. 2000).

759 So. 2d 282 (Rossi v. Bailey) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

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