Wells v. R.J. Marchand Contractors Specialties, Inc.

655 So. 2d 800, 94 La.App. 4 Cir. 2156, 1995 La. App. LEXIS 1244, 1995 WL 297004
CourtLouisiana Court of Appeal
DecidedMay 16, 1995
DocketNo. 94-CA-2156
StatusPublished
Cited by2 cases

This text of 655 So. 2d 800 (Wells v. R.J. Marchand Contractors Specialties, 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
Wells v. R.J. Marchand Contractors Specialties, Inc., 655 So. 2d 800, 94 La.App. 4 Cir. 2156, 1995 La. App. LEXIS 1244, 1995 WL 297004 (La. Ct. App. 1995).

Opinion

JiCIACCIO, Judge.

This is an appeal of a judgment of the trial court maintaining defendants’ exception of improper venue and dismissing plaintiffs suit. For the reasons stated herein, we reverse the judgment of the trial court and remand for further proceedings.

[801]*801FACTS AND PROCEDURE

On January 23, 1993, while working on a construction job for Dr. Philip Loria in Jefferson Parish, Roy Wells was injured by a pneumatic nail gun known as a Paslode “Pa-teneed” which was furnished to him by Dr. Loria. Wells contends that the nail gun discharged a nail into his knee without being activated by him. As alleged in the petition, the nail gun had been discharging nails without activation prior to the date of the accident and Dr. Loria took it to R.J. Marchand Contractors Specialties, Inc. (Marchand) for repairs. Marchand completed the repairs and returned the nail gun to Dr. Loria.

Wells, a resident of Orleans Parish, filed suit on January 13, 1994, in Orleans Parish against Marchand for negligent repair of the nail gun. Marchand’s agent for service of process and its principal place of business are located in Jefferson Parish. Wells served Marchand in Jefferson Parish through its agent for service of process.

Wells also filed suit in Orleans Parish against the following corporations: Illinois Tool Works Company (referred to as ITW), ITW Paslode, Paslode, and Signode Corporation alleging that the production and manufacture of the nail gun was under their exclusive control and management. Wells claimed that each of the foreign corporations were _[2doing business in Orleans Parish and had a principal place of business in Orleans Parish. He requested that service be made on Sig-node and ITW through their agent for service of process: CT Corporation System, 8550 United Plaza Boulevard, Baton Rouge, LA 70809. On January 19, 1994, Wells filed a substantially identical petition in Jefferson Parish, but withheld service on all defendants.

Marchand filed a declinatory exception of improper venue and lis pendens on February 14, 1994. Marchand contended that both its domicile and agent for service of process were located in Jefferson Parish and that it does not maintain a principal place of business nor a registered agent for service of process in Orleans Parish. Therefore, according to Marchand, Orleans Parish could not be a proper venue for this lawsuit.

The foreign corporations filed exceptions of improper venue and lis pendens in the Orleans Parish suit on February 14, 1994 as well. The lower court sustained the exception of improper venue without reasons, dismissing the lawsuit against the defendants, ITW, Signode, Paslode, and I.T.W. Paslode. The court apparently did not rule on either of the lis pendens exceptions made by defendants or on the venue exception filed by Marchand. Wells then brought this appeal alleging error by the lower court.

The foreign corporation defendants in this case attempted to change the location of their principal business establishment in February, 1993 shortly after this accident occurred. On January 19, 1993, defendants’ registered agent for service of process, CT Corporation, gave notice to the Secretary of State that their previous address at 601 Poy-dras Street in New Orleans would be changed effective February 1, 1993 to 8550 United Plaza Boulevard, Baton Rouge, Louisiana.

13At the trial on the exceptions, the defendants offered evidence which showed that Signode and Paslode are subsidiary corporations of Illinois Tool Works Inc., and that none of the corporations maintain an office of any kind in Orleans Parish. This information was offered in an affidavit given on March 23,1994 by Frederick N. Bates, Assistant General Counsel and Assistant Secretary of ITW. The qualification documents filed by Signode and by ITW with the Louisiana Secretary of State were also offered into evidence. Included with the documents was a letter sent by the respective officers of ITW and Signode to the Secretary of State on June 27, 1994 correcting the address of their principal business establishment on their annual reports.

The record shows that ITW’s annual report for the period ending March 6, 1994 listed their principal business establishment at 601 Poydras Street, New Orleans, LA 70130. Signode filed an annual report for the period ending October 20,1993 listing the same information as their principal business establishment. According to their letter of June 27, 1994 to the Secretary of State, the correct designation of their principal busi[802]*802ness establishment as of February 1, 1993 was actually 8550 United Plaza Boulevard, Baton Rouge, LA 70809.

In opposing the venue exception, Wells offered certified copies of the annual reports for ITW and Signode wherein the principal business establishment was listed as 601 Poy-dras Street, New Orleans. The copies were certified from the records in the Louisiana Secretary of State’s office on March 29,1994. The report for ITW had been filed on March 1, 1994. The report for Signode was filed on September 3, 1993. The error in this report was not brought to the attention of the Secretary of State’s office Runtil June of 1994, long after this lawsuit was filed. In fact, the corrections were filed less than a month before the trial of the venue exception. The plaintiff also offered a communication from the Secretary of State’s office dated March 16, 1994 in which the principal office of ITW is listed in New Orleans. The same communication also lists the office of ITW’s agent for service and its registered office in Louisiana as Baton Rouge.

DISCUSSION

In ruling first on the issue of the effective date of the change in location of the foreign corporations’ principal business establishment, the decision in Resler v. Sub Sea International, Inc., 624 So.2d 456 (La.App. 4th Cir.1993) is instructive. The core of the controversy in Resler was whether a change made in the location of the principal business establishment was validly made. The plaintiff contended that Sub Sea International was required to amend its application for authority to transact business in the state rather than simply reporting the change in its annual report. However, the Resler court concluded that there were several methods which could be utilized to change one’s principal business establishment, and designating the change in the annual report filed with the Secretary of State was one of the permissible methods. Resler, 624 So.2d at 457-458. See La.R.S. 12:309(A)(6).

La.R.S. 12:308(B) provides that a foreign corporation may change its principal business establishment address by filing a statement executed by its president or vice-president with the office of the Secretary of State. In the case at bar, annual reports were filed for the corporations but they listed the New Orleans address. Statements were properly executed by the corporate ^officers changing the location of the principal business establishments of ITW and Signode as Baton Rouge and indicating that the address in the annual reports was in error, but the letters were not filed with the Secretary of State until June of 1994.

The defendants urged the court to consider the change of address form filed with the Secretary of State on January 19, 1993 by the Vice-President of CT Corporation System as evidence of a change in the location of the principal business establishments of ITW and Signode.

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655 So. 2d 800, 94 La.App. 4 Cir. 2156, 1995 La. App. LEXIS 1244, 1995 WL 297004, Counsel Stack Legal Research, https://law.counselstack.com/opinion/wells-v-rj-marchand-contractors-specialties-inc-lactapp-1995.