Voitier v. Church Point Wholesale Bev. Co., Inc.

760 So. 2d 451, 16 I.E.R. Cas. (BNA) 567, 99 La.App. 3 Cir. 1777, 2000 La. App. LEXIS 797, 2000 WL 349045
CourtLouisiana Court of Appeal
DecidedApril 5, 2000
Docket99-1777
StatusPublished
Cited by8 cases

This text of 760 So. 2d 451 (Voitier v. Church Point Wholesale Bev. Co., 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
Voitier v. Church Point Wholesale Bev. Co., Inc., 760 So. 2d 451, 16 I.E.R. Cas. (BNA) 567, 99 La.App. 3 Cir. 1777, 2000 La. App. LEXIS 797, 2000 WL 349045 (La. Ct. App. 2000).

Opinion

760 So.2d 451 (2000)

William J. VOITIER
v.
CHURCH POINT WHOLESALE BEVERAGE CO., INC., et al.

No. 99-1777.

Court of Appeal of Louisiana, Third Circuit.

April 5, 2000.
Rehearing Denied May 24, 2000.

*453 J. Lee Wimberley, Jr., Vidrine and Wimberley, Church Point, LA, Mack E. Barham, Robert E. Arceneaux, Gail N. Wise, Barham & Arceneaux, New Orleans, LA, Counsel for Defendants/Appellants, Church Point Wholesale Co., Inc. and Monroe Wholesale Beverage Co., Inc.

William W. Stagg, Durio, McGoffin & Stagg, Lafayette, LA, Counsel for Plaintiff/Appellee, William J. Voitier.

(Court composed of Judge ULYSSES GENE THIBODEAUX, Judge OSWALD A. DECUIR and Judge ELIZABETH A. PICKETT).

THIBODEAUX, Judge.

William Voitier brought suit against his former employers, Church Point Wholesale Beverage Co., Inc. (hereinafter "Church Point") and Monroe Wholesale Beverage Co., Inc. (hereinafter "Monroe"), alleging wrongful termination under the terms of his employment contracts. The district court ruled in Mr. Voitier's favor, finding that his termination was not for *454 cause as defined under the employment contract and awarded damages. We affirm the wrongful termination finding but reverse in part and amend in part the trial court's assessment of damages.

I.

ISSUES

Church Point and Monroe present the following issues for review:

(1) whether the district court erred in holding that Mr. Voitier's termination was without cause:
(A) whether Mr. Voitier's employment by Baton Rouge Wholesale Beverage Co., Inc. (hereinafter "Baton Rouge") violated exclusivity provisions providing cause for terminating his employment contracts;
(B) whether Mr. Voitier's failure to disclose the full extent of his involvement with and duties for Baton Rouge constitute cause for terminating his employment contracts;
(C) whether the unauthorized loans to Baton Rouge constitute cause for terminating Mr. Voitier's employment contracts; and,
(D) whether the manipulation of corporate financial records constitutes fraud providing cause to terminate the employment contracts.
(2) whether the district court erred in determining that Mr. Voitier proved his entitlement to certain fringe benefits;
(3) whether the district court erred in awarding attorney's fees of $60,000; and,
(4) whether the district court erred in determining that the writ of attachment was properly issued.

II.

FACTS

P. Roy Horecky incorporated three businesses in the 1960's, Church Point, Monroe and Baton Rouge Wholesale Beverage Co., Inc. All three corporations were engaged in the distribution of alcoholic beverages but for different territories. Church Point and Monroe have identical articles, by-laws and memberships. All shareholders are descendants of the founder. Baton Rouge is now solely owned by the Voitier branch of the family.

For approximately thirty years, all three corporations were managed by Robert Voitier, William Voitier's father. During this time, the shareholders wholly entrusted the management of the corporations to Mr. Voitier. No shareholder meetings were held nor did the corporations elect or appoint new members to their boards of directors.

William Voitier worked with his father in the management of the corporations. In 1982, he was named assistant general manager of Church Point and Monroe and Vice President of Baton Rouge. Upon his father's death in 1992, he assumed his father's duties as manager of the three corporations.

Mr. Voitier was informed by a shareholder, Charles Daigle, that the shareholders were interested in becoming more involved in running the corporations. Concerned that he would be discharged from his position as manager, Mr. Voitier solicited the remaining members of the original boards to secure his employment. Upon his request and the advice of their attorney, Paulina Arceneaux Harmon and Louis Arceneaux, the surviving members of the original boards of directors of Church Point and Monroe, held a special meeting on June 1, 1992 and appointed Julia Jacobs and Donald Hebert as new directors. On June 8, 1992, the reconstituted boards passed resolutions authorizing Louis Arceneaux to execute employment agreements with William Voitier. *455 Accordingly, Mr. Voitier executed employment contracts to serve as general manager of both corporations. The employment contracts were practically identical.

Pursuant to the contracts, Mr. Voitier was to receive an annual salary of $30,000 plus commissions graded up to twenty percent of the corporations' year-end net profits. The contracts provided for a term of two years with automatic renewal for two additional successive two year terms. Anticipating that new boards of directors would soon be elected and that the new boards would not renew his contracts, Mr. Voitier asked the boards to extend his contracts for two additional terms. On January 13, 1994, the contracts were amended to allow for a maximum term of ten years (or two additional renewals).

Entirely new boards of directors were elected in March 1994. Some evidence was presented that these boards desired to sell Church Point, but perceived the employment contract with Mr. Voitier as an unattractive liability to potential purchasers. Shortly after it was reconstituted, the Church Point board filed suit seeking a declaratory judgment that the contracts were invalid and unenforceable because they were executed without proper authorization and/or in violation of Mr. Voitier's fiduciary obligation to the corporations or were unfair to the corporations. This Court ruled that the contracts were executed with the proper authorization and were enforceable. See Church Point Wholesale Beverage Co., Inc. v. Voitier, 97-650 (La.App. 3 Cir. 1/14/98); 706 So.2d 1015, writ denied, 98-379 (La.4/9/98); 717 So.2d 1145.

As the suit on the validity of the contracts progressed through the courts, the Church Point and Monroe boards placed Mr. Voitier on administrative leave and asked him to make a written disclosure of his employment with Baton Rouge. On December 5, 1996, Mr. Voitier provided written notice to the boards that he worked in essentially the same capacity for Baton Rouge as he did for Monroe and Church Point. On December 19, 1996, the Church Point and Monroe boards voted to terminate Mr. Voitier's employment with both companies. In a letter of December 26, 1996, the boards notified Mr. Voitier that his employment with Church Point and Baton Rouge was terminated due to his employment with Baton Rouge, concealing this employment, interfering with the board's attempts to gain information about company operations and attempting to prevent the shareholders from selling corporate assets.

Church Point and Monroe made further inquiry into Mr. Voitier's management after his termination. Their investigation revealed that he had made two interest-free $100,000 loans from their accounts to Baton Rouge without board authorization. It appeared that Mr. Voitier had concealed those loans by manipulating the corporations' financial records.

On February 5, 1997, Mr. Voitier filed suit against Church Point and Monroe seeking damages for wrongful termination and breach of contract. He sought a writ of attachment in order to seize $370,627.74, the proceeds of the sale of Church Point to Quality Brands. Church Point and Monroe answered the petition, alleging that Mr.

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Duhon v. LAKE CHARLES ELECTRICAL JOINT APPRENTICE
8 So. 3d 126 (Louisiana Court of Appeal, 2009)
Guilbeaux v. HOUSING AUTHOR. OF OPELOUSAS
978 So. 2d 1132 (Louisiana Court of Appeal, 2008)
Prestridge v. Elliott
847 So. 2d 789 (Louisiana Court of Appeal, 2003)
Hughes v. Goodreau
836 So. 2d 649 (Louisiana Court of Appeal, 2002)
Hoag v. State Ex Rel. Kennedy
836 So. 2d 207 (Louisiana Court of Appeal, 2002)
CAMPAIGN FOR a LIVING WAGE v. New Orleans
825 So. 2d 1098 (Supreme Court of Louisiana, 2002)

Cite This Page — Counsel Stack

Bluebook (online)
760 So. 2d 451, 16 I.E.R. Cas. (BNA) 567, 99 La.App. 3 Cir. 1777, 2000 La. App. LEXIS 797, 2000 WL 349045, Counsel Stack Legal Research, https://law.counselstack.com/opinion/voitier-v-church-point-wholesale-bev-co-inc-lactapp-2000.