RSI Bldg. Prods., LLC v. Advantage Roofing & Constr. of La., Inc.

248 So. 3d 601
CourtLouisiana Court of Appeal
DecidedMay 23, 2018
DocketNo. 51,987–CA
StatusPublished
Cited by4 cases

This text of 248 So. 3d 601 (RSI Bldg. Prods., LLC v. Advantage Roofing & Constr. of La., 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
RSI Bldg. Prods., LLC v. Advantage Roofing & Constr. of La., Inc., 248 So. 3d 601 (La. Ct. App. 2018).

Opinion

PITMAN, J.

Defendants-Appellants Advantage Roofing & Construction of Louisiana, Inc. ("Advantage II"), and James E. Strawbridge appeal the trial court's judgment in favor of Plaintiff-Appellee RSI Building Products, LLC ("RSI"). For the following reasons, we affirm.

*602FACTS

On February 5, 2013, RSI filed a petition against Advantage II and Strawbridge, individually and as guarantor, alleging that they signed a "Customer Credit Application and Personal Guarantee" (the "Application") with RSI, but refused to pay the balance of $36,353.41. RSI requested 18% interest, court costs and attorney fees.

On March 14, 2013, Advantage II and Strawbridge filed a peremptory exception of no cause of action. They stated that RSI entered into the Application with Advantage Roofing and Construction, Inc. ("Advantage I"), which is a different company from Advantage II. At the time RSI and Advantage I signed the Application, Advantage II did not exist. They argued that the petition did not state a cause of action against Strawbridge because he signed the Application on behalf of Advantage I, as a personal guarantor, not on behalf of Advantage II.

On May 20, 2013, RSI amended its petition to add Advantage I as a defendant.

On July 3, 2013, Advantage II and Strawbridge filed a peremptory exception of no cause of action. They argued that RSI cannot utilize the Application that was executed on behalf of a distinct corporate entity, i.e., Advantage I, to back door personal and corporate liability for a different company, i.e., Advantage II.

On August 26, 2013, RSI filed an opposition to the peremptory exception of no cause of action.

On January 2, 2014, Advantage II and Strawbridge filed an answer and reconventional demand. They denied the allegations made in RSI's petition and asserted affirmative defenses. In the reconventional demand, they stated that RSI provided materials to Advantage II and that the materials were damaged in transit. They requested that damages from RSI be awarded as a complete offset to any amounts awarded to RSI on its original demand and as an additional monetary recovery against RSI in an amount to be determined at trial.

On January 21, 2014, RSI filed an answer and denied the allegations made in the reconventional demand.

On February 19, 2014, the trial court overruled the exceptions of no cause of action.

A two-day bench trial was held on February 8 and 9, 2017. Debbie Sayres testified that she and her husband own RSI and that her title is Secretary/Treasurer. She stated that the company began as "Roofing Supply, Inc. of Shreveport," but was later changed to an LLC; and then, in 2006, the name was changed to "RSI Building Products, LLC." She noted that RSI distributes building materials and that Advantage I and Advantage II were its customers. She identified the Application, which was dated August 1, 2002, and that the applicant and the personal guarantor was Strawbridge. In 2011, Advantage II and/or Strawbridge approached RSI about bidding for a residential construction project in Opelousas, Louisiana (the "Opelousas residence"), and they agreed that Advantage II would buy roofing materials from RSI. RSI placed an order for the materials, and some of the roof tiles were delivered damaged. RSI filed a claim against the delivery company for the damaged materials. The delivery company paid its $5,000 deductible, and its insurance company paid the difference between the claim and the deductible. After these payments and a $31,750 payment by Advantage II, the balance owed by Advantage II on this account was $36,353.41. In November 2012, RSI sent a demand letter to Advantage II. It did not receive any payments from Advantage II, and then it filed *603a petition seeking $36,353.41, plus 18% interest, attorney fees and court costs.

On cross-examination, Mrs. Sayres testified that the Application was not between RSI and Advantage II, but was between Roofing Supply, Inc. of Shreveport and Strawbridge. After Roofing Supply, Inc. of Shreveport changed its name to RSI in 2006, RSI did not send a request to Advantage I to fill out another application with it. Mrs. Sayres stated that RSI did not request Strawbridge to personally guarantee any debts for Advantage II and noted that she was not aware Advantage I had changed its name.

Mrs. Sayres further testified that RSI also made an insurance claim in the amount of $26,770.56 for Advantage II's expenses to sort through the broken roof tiles, rent equipment and hire labor. RSI did not credit Advantage II's balance for $26,770.56 because the insurance company denied the claim. She stated that the damage was not RSI's responsibility because it did not drive the truck or make the delivery.

Gerald Atlee Sayres, III, testified that his father formed Roofing Supply, Inc. in September 1985. The company's name was later changed to "Roofing Supply, LLC"; and, in 2006, the name was changed to its current name, "RSI Building Products, LLC." Throughout these name changes, the employer tax identification number remained the same. He clarified that the company name was never "Roofing Supply, Inc. of Shreveport." He stated that "of Shreveport" was used to distinguish it from Roofing Supply, Inc. of Alexandria, which is a separate legal entity.

Mr. Sayres further testified that 135 squares of clay tiles were ordered for the Opelousas residence. He stated that in January 2012, the tiles were delivered by an 18-wheeler with a flatbed. He was not present for the delivery, but later learned that the delivery truck drove into a ditch when attempting to drive down the driveway of the Opelousas residence. He noted that Advantage II's employee signed for and accepted the delivery of the roof tiles, noting that there was "some damage." He contended that Advantage II's employee could have refused delivery. In August 2012, Advantage II submitted to RSI a supplemental claim for damage, RSI submitted this claim to the insurance company and the insurance company denied the claim. He stated that RSI was requesting an award of the balance due on the account and noted that Advantage II needed only 3 additional squares, but was credited for 17 squares, which more than offsets Advantage II's claim.

Matthew A. Campbell testified that he was employed as a salesman for RSI and bid the Opelousas residence project with Advantage II. He communicated with Strawbridge about the damaged tiles. They discussed whether Advantage II should accept or refuse delivery, and Strawbridge decided to accept delivery and see what could be salvaged.

RSI rested its case, and Advantage II and Strawbridge presented their reconventional demand. Strawbridge testified that he is the secretary/treasurer and director of Advantage II, which has been in existence since October 22, 2003. He stated that the architect of the Opelousas residence hired Advantage II to install the tile roof. The project was running behind, so when one of the two delivery trucks drove into a ditch, he decided not to refuse delivery because that would delay the project another six weeks. He stated that 30 squares of tiles were damaged and that "damaged" meant that they were chipped, cracked or broken in two. Sixteen squares of the 30 damaged squares were salvaged and used to install the roof. On April 24, 2012, he sent RSI a list of what *604

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248 So. 3d 601, Counsel Stack Legal Research, https://law.counselstack.com/opinion/rsi-bldg-prods-llc-v-advantage-roofing-constr-of-la-inc-lactapp-2018.