Wilson v. Wilson

542 So. 2d 568, 1989 WL 35242
CourtLouisiana Court of Appeal
DecidedApril 11, 1989
Docket88 CA 0330
StatusPublished
Cited by13 cases

This text of 542 So. 2d 568 (Wilson v. Wilson) 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
Wilson v. Wilson, 542 So. 2d 568, 1989 WL 35242 (La. Ct. App. 1989).

Opinion

542 So.2d 568 (1989)

Woodrow WILSON and Mary Wilson
v.
Huey J. WILSON and H.J. Wilson Company, Inc.

No. 88 CA 0330.

Court of Appeal of Louisiana, First Circuit.

April 11, 1989.

*569 Thomas E. Balhoff, Baton Rouge, for plaintiffs-appellants Woodrow Wilson and Mary Wilson.

Robert E. Barkley, Jr., New Orleans, for defendants-appellees Huey J. Wilson and H.J. Wilson Co., Inc.

Before EDWARDS, SHORTESS and SAVOIE, JJ.

SAVOIE, Judge.

This is a suit to recover a certain number of shares of stock in H.J. Wilson Co., Inc.[1] Plaintiffs, Woodrow E. Wilson[2] and his wife, Mary Catherine McLin Wilson, appeal the judgment of the trial court in favor of the defendants, H.J. Wilson Co., Inc. and Huey J. Wilson.

FACTS

Huey J. Wilson (Huey), the founder of and principal stockholder in H.J. Wilson Co., Inc. (Company), incorporated his first store in Baton Rouge, Louisiana in 1958. Huey opened a second store, which was separately incorporated in 1961, in Jackson, Mississippi. In early 1965, a third store, also incorporated separately, was opened in *570 Gulfport, Mississippi. The Company operated a chain of catalog showrooms.

The shares of stock of the Baton Rouge store were owned by Huey and his wife Angelina (except for a small number of shares not involved in the present suit). Huey and his wife owned all of the shares of stock of the Gulfport store. Huey held 600 of the 800 outstanding shares of the Jackson store with 100 shares each owned by Huey's brothers, Woodrow and George, who each contributed $10,000 to the Jackson store when it began operation.[3]

In 1965, Huey decided to reorganize the three stores into one corporation for purchasing, financing and accounting purposes. On July 1, 1965, a stock-for-stock agreement, which set forth the terms of the reorganization, was executed by the former shareholders. Under the terms of the agreement, all shares of the three stores were acquired by a holding company known as Wilco, Inc. and in return the stock of Wilco, Inc. was issued to the shareholders. The reorganization was structured upon the respective book values of the three stores as shown in financial statements at that time. Woodrow and George were each issued 202 shares of Wilco stock in exchange for their shares in the Jackson store. Alvin W. Wilson received one share, Angelina was issued 593 shares and the remaining 3,058 shares were issued to Huey.[4]

On February 24, 1970, two new stock certificates were issued to Woodrow for 123 shares and 79 shares, both certificates totaling 202 shares. Woodrow did not turn in the Wilco certificate for 202 shares for cancellation. On that same date, the certificate for 79 shares was endorsed by Woodrow to Huey. Woodrow claims this assignment of the certificate was fraudulently obtained by Huey. Then, on February 15, 1971, 35 shares of the 123 share certificate were endorsed by Woodrow to Huey. Woodrow claims this assignment of the 35 shares was fraudulently obtained by Huey. Huey claims that the transfers of these shares were to adjust the stock distribution so as to more accurately reflect the relative values of the Baton Rouge and Jackson stores at the time of the reorganization.

On February 24, 1971, the three subsidiary companies were merged into a holding company and the name of the corporation was changed to H.J. Wilson Co., Inc. At the same time, a reclassification of the Company's stock was approved, resulting in a 203 for 1 stock split to shareholders of record as of the close of business on February 15, 1971. The Company's books as of said date reflect Woodrow's ownership interest as being 88 shares instead of 202 shares, which Woodrow claims. Thereafter, on April 1, 1971, Woodrow was sent a stock certificate of the new corporation for the number of shares equivalent to the 88 shares. In June of 1971, the Company made a public offering of stock. During 1972, Huey retransferred to Woodrow the 35 shares which had been transferred to Huey on February 24, 1970. Huey refused to have any additional shares issued to Woodrow.

On February 25, 1980, Woodrow filed the present suit in the 19th Judicial District Court and a companion federal suit, based upon the federal securities laws, in the Middle District of Louisiana, seeking recovery of the 79 shares or their value. At a status conference in the state suit in May, 1981, the trial judge decided to take no further action in the matter pending the decision in the federal case. By agreement of the parties, the federal suit was tried to the court alone only on the issue of prescription.

Judge Parker, in written "findings of fact and conclusions of law" held that the *571 applicable prescriptive period was two years and found that Woodrow was aware of enough facts to further investigate his claim at least in 1972, and thus decided that the federal securities claim under Rule 10b-5 had prescribed since it had been brought long after the two year period had run in 1974.[5] Judge Parker, however, expressly declined to exercise pendent jurisdiction over the state claims and dismissed them without prejudice to plaintiffs' right to pursue those claims in the companion state suit. Judgment was rendered on April 9, 1982 and was not appealed.

Thereafter, on June 14, 1982, defendants filed exceptions of res judicata, collateral estoppel, prescription, no cause of action, no right of action and motions for summary judgment in this suit. Defendants claimed that Judge Parker's April 16, 1982 "findings of fact" should have been given res judicata and collateral estoppel effect, and further claimed that the state claims were grounded in fraud and the appropriate prescriptive period was one year. Defendants also claimed that the Louisiana stock transfer statute, LSA-R.S. 12:624, did not afford plaintiffs a cause of action and that the fiduciary provisions of the Louisiana business corporation statute, LSA-R.S. 12:91, could not be brought by plaintiffs alone but instead could only be brought as a shareholder's derivative action.

The federal court record, including all depositions and the trial transcript of the January 26, 1982 proceeding on the issue of prescription, was introduced and filed of record by consent of the trial court and both counsel.

On June 25, 1982, the trial court heard oral argument on all the exceptions and motions based upon the federal court record, without additional testimony. At the conclusion of oral argument, the trial court maintained defendants' exceptions of collateral estoppel, prescription, no cause of action under LSA-R.S. 12:624 and no right of action under LSA-R.S. 12:91. Judgment was entered on July 1, 1982.

An appeal was taken by plaintiffs and this court reversed the trial court on all counts. Wilson v. H.J. Wilson Co., Inc., 430 So.2d 1227 (La.App. 1st Cir.1983).[6] The case was remanded for a final determination on the merits. Defendants reurged their motion for summary judgment and exception of res judicata which the trial court had not ruled upon when initially urged on June 25, 1982 prior to the first appeal.

On November 30, 1984, the trial court heard oral argument on defendants' motion for summary judgment and exception of res judicata. Judgment was entered on December 17, 1984, dismissing the exception of res judicata and granting defendants' motion for summary judgment. Again, an appeal was taken by plaintiffs and this court reversed the trial court on the motion for summary judgment, upheld the dismissal of the exception of res judicata, and remanded for trial by jury. Wilson v. H.J. Wilson Co., Inc.,

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Cite This Page — Counsel Stack

Bluebook (online)
542 So. 2d 568, 1989 WL 35242, Counsel Stack Legal Research, https://law.counselstack.com/opinion/wilson-v-wilson-lactapp-1989.