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Alpine Meadows, L.C. v. Winkler

Court of Appeal of Louisiana, Second Circuit

December 10, 2014

ALPINE MEADOWS, L.C., Plaintiff-Appellant
v.
PETER MARK WINKLER AND SARAH CUSH WINKLER, ET AL, Defendants-Appellants. PETER M. WINKLER AND SARAH C. WINKLER, Plaintiffs-Appellants
v.
ALPINE MEADOWS, L.C., GARRY BLACK AND JAMES T. ADAMS, Defendants-Appellants. ALPINE MEADOWS, L.C., Plaintiff-Appellant
v.
PETER MARK WINKLER, ET AL, Defendants-Appellees

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Appealed from the First Judicial District Court for the Parish of Caddo, Louisiana. Trial Court Nos. 521779, 536482 and 571922. Honorable Scott J. Crichton, Judge.

REVERSED IN PART; AFFIRMED IN PART.

THE PESNELL LAW FIRM, By: Billy R. Pesnell, J. Whitley Pesnell, W. Alan Pesnell, Counsel for Alpine Meadows, L.C. and Garry Black.

WEINER, WEISS & MADISON, By: M. Allyn Stroud, R. Joseph Naus, Counsel for Peter M. Winkler, Sarah C. Winkler and Meadowview Minerals, L.L.C.

PETTIETTE, ARMAND, DUNKELMAN, WOODLEY, BYRD & CROMWELL, By: Joseph S. Woodley, Counsel for James T. Adams.

JONES WALKER, By: Michael B. Donald, Counsel for Chesapeake Louisiana, L.P. and Chesapeake Operating, Inc.

Before STEWART, DREW and MOORE, JJ.

OPINION

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[49,490 La.App. 2 Cir. 1] STEWART, J.

These consolidated matters involve the continuation of litigation between Alpine Meadows, L.C. (" Alpine Meadows" ) and Peter Mark Winkler and Sarah Cush Winkler (" the Winklers" ) stemming from the 2001 sale of a golf course in Caddo Parish. Alpine Meadows and the Winklers both appeal a trial court judgment rendered on October 4, 2013, in the consolidated cases of " Alpine Meadows, L.C. v. Peter Mark Winkler, et al.," Docket No. 521,779 (" Alpine I" ), and " Peter Mark Winkler, et al. v. Alpine Meadows, Garry Black, & James T. Adams," Docket No. 536,482 (" Alpine II" ). Alpine Meadows appeals the granting of a motion for sanctions filed by the Winklers in Alpine I, as well as the dismissal of its reconventional demand with prejudice and the dismissal of the Winklers' malicious prosecution suit without prejudice in Alpine II. The Winklers filed a cross-appeal contending that Alpine Meadows' reconventional demand in Alpine II is barred by res judicata.

Alpine Meadows also appeals judgments rendered on December 3, 2013, in " Alpine Meadows, L.P. v. Peter Mark Winkler, et al.," Docket No. 571,922 (" Alpine III" ), which sustained exceptions of res judicata filed by the Winklers, Meadowview Minerals (" Meadowview" ), as well as Chesapeake Louisiana, L.P., and Chesapeake Operating, Inc. (generally referred to together as " Chesapeake" ).

For the reasons explained in this opinion, we reverse the trial court's denial of the Winklers' exception of res judicata filed in response to Alpine Meadows' reconventional demand in Alpine II, and we affirm in all other respects.

[49,490 La.App. 2 Cir. 2] FACTS and PROCEDURAL HISTORY

Alpine I

This ongoing dispute began when Alpine Meadows filed suit on June 8, 2008, against the Winklers and Chesapeake Louisiana to rescind the sale of the golf course for nonpayment of the sales price and thereby cancel a mineral lease granted by the Winklers on April 22, 2008. Because Alpine Meadows based its suit on the original sales price rather than on the reduced principal as subsequently agreed upon by the parties in a 2007 Allonge to the original mortgage note, the trial court agreed with the Winklers' argument that Alpine Meadows would be unable to prove that they failed to pay any part of the purchase price and granted a summary judgment in their favor.[1]

In conjunction with their motion for summary judgment, the Winklers had also filed on July 14, 2008, a motion for sanctions under La. C. C. P. art. 863 against Alpine Meadows and its then counsel, James T. Adams (" Adams" ). The Winklers alleged that Alpine Meadows and Adams filed the dissolution suit for an improper purpose and that they misrepresented

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facts to the court by intentionally concealing the Allonge. They asked the trial court to impose the " death penalty" to permanently enjoin Alpine Meadows from seeking any relief against them or any other party, such as Chesapeake, under any claim or cause of action arising out of the sale of the golf course. They also requested attorney fees and expenses. At the hearing [49,490 La.App. 2 Cir. 3] on their motion for summary judgment, the Winklers postponed the motion for sanctions, stating that they would take it up at a later date.

Alpine Meadows appealed the summary judgment, but this court affirmed the trial court's judgment in Alpine Meadows, L.C. v. Winkler, 44,557 (La.App.2d Cir. 8/19/09), 17 So.3d 1028, writ denied, 2009-2274 (La. 12/18/09), 23 So.3d 943. Noting that the price is an essential element in a suit to dissolve a sale under La. C. C. art. 2561, this court found that Alpine Meadows, by failing to state in its petition the actual price as modified by the Allonge and by failing to amend its petition to state the true facts, would be unable to satisfy its evidentiary burden at trial. We found it to be " disconcerting that Alpine Meadows failed to mention the extremely pertinent fact that the original note had been amended in 2007 by the Allonge[.]" Id., p. 5, at 1031. This court also found no genuine issue of material fact surrounding the execution of the Allonge, even though it was signed by Mrs. Winkler four months after it was signed by Mr. Winkler. We concluded that her signature was immaterial because his alone sufficed to bind their community.

Alpine II

On December 1, 2009, the Winklers filed a petition against Alpine Meadows, its managing partner, Garry Black (" Black" ), and Adams, seeking damages for malicious prosecution of Alpine I and a declaratory judgment that the foreclosure threatened by Black in a letter dated October 29, 2009, as well as any action to enforce the Allonge or arising out of the sale, is barred by res judicata. In the October 29, 2009, letter sent shortly after this [49,490 La.App. 2 Cir. 4] court's opinion in Alpine I, Black sought payment of $163,340.52 allegedly past due under the Allonge. Referring to a clause in the credit sale prohibiting leasing of the golf course property, Black advised the Winklers that he would waive that provision if they paid him $50,000 from the lease bonus they received and transferred 50% of their royalty interest to him.

Asserting that this court's opinion in Alpine I reserved its right to bring foreclosure proceedings, Alpine Meadows filed a reconventional demand against the Winklers for the full amount due under the Allonge, plus interest, late fees, and attorney fees. Alpine Meadows alleged that the Winklers had failed to pay any installment when due, had paid nothing on the principal, had not paid ad valorem taxes when due for the years 2001 through 2008, had failed to pay the monthly deposit for taxes and insurance premiums, and had either not kept the property insured or provided proof of insurance. Alpine Meadows complained that the mineral lease granted by the Winklers to Chesapeake violated provisions of the credit sale. It also complained that the Winklers had assigned one-third of their mineral interest to Meadowview but had not paid any part of the price they received for the assignment toward the purchase price of the golf course.

In response to Alpine Meadows' reconventional demand, the Winklers filed an exception of res judicata on October 25, 2010. By order granted on June 28, 2011, the pending motion for sanctions from Alpine I was consolidated with Alpine II. Alpine Meadows then filed a motion for summary judgment on its reconventional

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demand, and the Winklers filed a motion for summary judgment on the issue of res judicata. By judgments [49,490 La.App. 2 Cir. 5] rendered January 17, 2012, the trial court denied both motions for summary judgment and overruled the Winklers' exception of res judicata. In doing so, the trial court opined that a full trial on the merits was warranted. Both parties applied for supervisory review of the trial court's rulings, but both writs were denied.

A hearing took place on March 26, 2013. The parties reurged their respective motions for summary judgment, and the Winklers also reurged their exception of res judicata. The Winklers' motion for sanctions in Alpine I was taken up as to Alpine Meadows, with the Winklers reserving their rights as to Adams for another time. The trial court heard testimony on the sanctions motion from Adams and Black, as well as from attorneys for the Winklers, Joseph Naus (" Naus" ) and James Robert Madison (" Madison" ).

The trial court rendered written reasons for judgment on May 29, 2013. Although the trial court again denied both motions for summary judgment and overruled the Winklers' exception of res judicata, it found the Winklers' motion for sanctions to be meritorious and made a number of specific findings in support of severe sanctions against Alpine Meadows. Noting that Adams signed and notarized the Alpine I petition and that Black, as Alpine Meadows' operating manager, signed the affidavit verifying the allegations of the petition, the trial court concluded that:

Adams and Black had first-hand knowledge of the Allonge when they filed the petition in district court and intentionally concealed it. Incredibly, both Adams and Black took and seem to have maintained the position that the Allonge was not signed and therefore had no legal efficacy at the time of the filing of the petition. The documentary evidence and the payments received without hesitation [49,490 La.App. 2 Cir. 6] or complaint by Alpine both evidence the agreed-upon debt amendment and restructuring. The Court totally rejects the in court testimony of Messrs. Adams and Black.

The trial court found that the Alpine I petition was filed because of the mineral lease granted by the Winklers and that Alpine Meadows intentionally concealed the Allonge " in a scheme motivated by greed" to force the Winklers either to assign part of the lease to it or surrender the property. The trial court noted that the petition was filed after Black had requested an interest in the lease and that Adams' actions were " peculiar" when confronted by Madison and Naus about the Allonge. The trial court was incensed by the fact that Alpine Meadows had " enlisted the judiciary in its scheme to obtain an unwarranted and unconscionable result, all inconsistent with the law and evidence and our honorable system of justice." In line with these findings, the trial court concluded that there was a " substantial and intentional" violation of La. C. C. P. art. 863. It determined the appropriate sanction to be an order limiting any recovery under the Allonge to prospective relief and forfeiting Alpine Meadows' right to recover any of the allegedly past due principal, interest, late fees, attorney fees or other sums under the Allonge. The trial court also cast Alpine Meadows with attorney fees.

The Winklers filed a motion to fix attorney fees in the amount of $247,950 and expenses in the amount of $7,309.55. They also asked the trial court to clarify its ruling on sanctions. They asserted that Alpine Meadows, by accelerating the full amount due under the Allonge in its [49,490 La.App. 2 Cir. 7] reconventional demand, would have no right to any prospective payments. They

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believed this was not what the trial court intended.

In a ruling on July 27, 2013, the trial court clarified its earlier ruling on Alpine Meadows' prospective rights. The trial court reduced the principal by a third and ordered it to be paid in monthly installments beginning after the finality of the sanctions judgment. The trial court asked the parties to stipulate as to the interest on the reduced principal. The trial court also ordered Alpine Meadows to pay the Winklers $175,000 in attorney fees plus $7,309.10 in costs and expenses, a total of $182,309.10.

When the parties were unable to agree upon an interest rate, the trial court supplemented its ruling on the issue by directing them to survey local banks to determine the average prime interest rate for commercial loans in the area. When it was determined that there was no such rate, the trial court again supplemented its ruling on sanctions to set the prospective interest rate at a fixed rate of five percent per annum.

The trial court rendered a final judgment in line with these rulings on October 4, 2013. The judgment denied the competing motions for summary judgment and the Winklers's exception of res judicata. It dismissed Alpine Meadows' reconventional demand with prejudice and the Winklers' malicious prosecution suit without prejudice, reserving their right to file a motion for sanctions against Black and Adams. As sanctions against Alpine Meadows, the judgment replaced its right to recover under the original note as amended by the Allonge to a reduced principal amount of $542,897.85, plus five percent annual interest accruing on the date the judgment is final [49,490 La.App. 2 Cir. 8] and executory. It ordered payments in 360 monthly installments of $2,914.39, beginning the first ...


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