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Campbell v. Progressive Land Corp.

Court of Appeal of Louisiana, Third Circuit

December 30, 2014

HAMPTON F. CAMPBELL, ET AL.
v.
PROGRESSIVE LAND CORPORATION, ET AL

APPLICATION FOR SUPERVISORY WRIT OF CERTIORARI AND ON APPEAL FROM THE FIFTEENTH JUDICIAL DISTRICT COURT, PARISH OF VERMILION, DOCKET NOS. 12-95805 and 12-97089. HONORABLE PATRICK L. MICHOT, DISTRICT JUDGE.

AFFIRMED.

Jeffery Ackermann, Durio, McGoffin, Stagg & Ackermann, Lafayette, LA, Attorney for Appellee, Jean-Jacques Campbell.

Daniel M. Landry, III, Lafayette, LA, Attorney for Appellee, Hampton F. Campbell.

W.J. Riley, III, Jennings, LA, Attorney for Appellant, Peggy R. Campbell.

R. Chadwick Edwards, Jr., Edwards & Bellaire, LLC, Abbeville, LA, Attorney for Appellants Geraldine I. Campbell, Jeffery L. Campbell, And D& T Crawfish, LLC.

Court composed of Sylvia R. Cooks, Marc T. Amy, and John E. Conery, Judges.

OPINION

Page 158

[14-559 La.App. 3 Cir. 3] Cooks, J.

FACTS AND PROCEDURAL HISTORY

Progressive Land Corporation (the Corporation), a family owned enterprise, owns a certain amount of farmland leased to a crawfish farmer, D& T Crawfish, LLC (D& T). Hampton F. Campbell (Hampton) was the President of the Corporation and Jean-Jacques Campbell (Jean-Jacques) was the Secretary. Together they owned fifty percent of the corporation. Hampton farmed the land for many years. The owners of the Corporation became embroiled in protracted litigation involving numerous legal matters. Peggy R. Campbell (Peggy), one-time Treasurer of the corporation, Jeffery L. Campbell (Jeffery), and Geraldine I. Campbell (Geraldine) were also stock holders, and parties to the litigation which is the substance of this consolidated appeal and writ.

Hampton and Jean-Jacques alleged Peggy wrongfully entered into a lease between the Corporation and D& T because she was not an officer of the Corporation when she signed the crawfish lease with D& T, and had no approval and no authority from the Board of Directors to make such a lease with anyone. The corporate bylaws provided that only the President and Secretary could sign a lease for the Corporation. Thus, they asserted, the lease was not valid and not binding on the Corporation. Additionally, Plaintiffs Hampton and Jean-Jacques alleged that the Board of Directors was deadlocked and unable to conduct the business of the Corporation and therefore a Receiver must be appointed to make determinations for the Corporation. They also asserted misuse of corporate funds. Geraldine intervened in the lawsuit and asserted a revocatory action to annul the D& T Crawfish lease and sought to bring a shareholder derivative action against the corporation.

Trial was had on numerous motions and exceptions filed by the parties and during the course of the trial all of the parties reached a compromise agreement on [14-559 La.App. 3 Cir. 4] how to resolve their disputed claims. During the trial the court declared the crawfish lease invalid based on its finding that the evidence showed Peggy had no authority to make such a lease agreement with anyone. After that ruling, the parties chose to end the litigation by a compromise agreement. In accordance with the compromise agreement the trial court appointed Mr. Paul Deballion Receiver. The parties agreed to terminate the seven-year crawfish lease at the end of 2013, and allow the Corporation to manage its property

Page 159

through the most profitable/suitable means decided by the Corporation. As a result of the compromise agreement, many claims raised by the various parties were dismissed, including all claims raised by Geraldine, Hampton, Peggy and Jeffery. Everyone was present in court, represented by counsel, and on the record, stated under oath, that they agreed to the compromise agreement.

Geraldine's attorney submitted a proposed written judgment purportedly based upon the compromise agreement. The attorneys for Jean-Jacques and Hampton objected to Geraldine's proposed written judgment, asserting it did not accurately reflect the terms of the compromise agreement made on the record. They specifically noted that the proposed judgment did not include the release of all of Geraldine's claims asserted in the suit. The trial court reviewed the written transcript of the compromise agreement and composed a Judgment which included the release of all of Geraldine's claims. The trial court also deleted a paragraph from the proposed judgment, by making an " X" through it, which provided:

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that with respect to the question of the validity of the lease between Progressive Land Corporation and D& T Crawfish, L.L.C., a hearing shall take place on the validity of the lease in Acadia Parish on November 5, 2012, at 10:00 a.m., where all parties and D& T shall have the opportunity to address the validity of the lease including and the Receiver's determinations and/or recommendations relating to said lease. For the sole purpose of this hearing D& T Crawfish, [14-559 La.App. 3 Cir. 5] L.L.C., agrees to submit to the jurisdiction of this court and said proceeding to determine the validity of its lease.

After the parties received the Judgment in writing, a Motion to Amend the Judgment or for New Trial was filed by Jeffery, Peggy and Geraldine. The trial court denied the motion. Geraldine filed a Writ attacking the denial of the Motion for New Trial and the Judgment dated August 20, 2013. Jeffery and Geraldine appealed the trial court judgment asserting the trial court wrongly dismissed the derivative action. Although Peggy and D& T are mentioned by the attorney filing the Appellants' brief indicating they are parties to this appeal, it is alleged that neither Peggy nor D& T Crawfish appealed the trial court ruling and that the judgment below is final as to them.

ANALYSIS

On June 14, 2013, a hearing commenced before the Honorable Judge Patrick L. Michot, on the matters subject of this appeal and consolidated writ. The following appearances were made on the record; Daniel M. Landry, III as attorney for Hampton Campbell; Jeffery Ackermann as attorney for Jean-Jacques Campbell; R. Chadwick Edwards as attorney for Jeffery Campbell, Geraldine Campbell, and D& T Crawfish, L.L.C.; W.J. Riley, III as attorney for Peggy Campbell; and Paul N. Deballion, Attorney, Court Appointed Receiver for Progressive Land Corporation. The hearing commenced with the calling of various witnesses and the introduction of documentary evidence. During the course of the hearing, the parties informed the trial court that all parties to the proceedings had reached a compromise agreement which the parties desired be stated on the record. The following agreement was presented to the court:

MR. ACKERMANN: We can read it to the Court. This is my list, and Mr. Chad's got a list. I think they're the same, but we can make--

Page 160

MR. EDWARDS: They are the same.
[14-559 La.App. 3 Cir. 6] MR. ACKERMANN: They're probably in different order and all. But, essentially, what we've agreed to is that the existing crawfish lease, lessee will be allowed to finish his operations throughout the year 2013 according to the same terms as the existing lease. He will have a right of first refusal for the years 2000 --
MR. EDWARDS: Ongoing, the right of first refusal is a recurring situation.
MR. ACKERMANN: ...

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