HELEN MOORE, ET AL.
MACQUARIE INFRASTRUCTURE REAL ASSETS, ET AL.
FROM THE NINTH JUDICIAL DISTRICT COURT PARISH OF RAPIDES, NO.
251, 417 CONSOLIDATED WITH 251, 456; 251, 515; 252, 456; 252,
458; AND 252, 459 HONORABLE PATRICIA KOCH, DISTRICT JUDGE
Edward Knoll, Sr., Edmond H. Knoll, The Knoll Law Firm,
COUNSEL FOR PLAINTIFFS/APPELLANTS: L. E. L'Herisson,
Helen Moore, Calvin I. Trahan
A. Lemmon, Attorney at Law, COUNSEL FOR
PLAINTIFFS/APPELLANTS: L. E. L'Herisson, Helen Moore.
Marett Brannon Attorney at Law COUNSEL FOR
INTERVENORS/APPELLEES: William H. Seely Charles L. McNeely
Kahn, Michael J. Palestina, Kahn Swick & Foti, LLC,
COUNSEL FOR PLAINTIFF/APPELLANT: Calvin I. Trahan.
Raley Alford, III, Jennifer L. Thornton, Eva J Dossier,
Stanley, Reuter, Ross, Thornton & Alford, L.L.C., COUNSEL
FOR DEFENDANTS/APPELLEES: Cleco Corporation, Elton R. King,
William L. Marks. Shelley Stewart, Jr., Bruce Williamson,
William H. Walker, Jr., Peter M. Scott, III, Logan W. Kruger,
Vicky A. Bailey, Darren J. Olagues
J. Fuhr, Eric J. Feiler, Johnathon E. Schronce, Hunton &
Williams LLP, COUNSEL FOR DEFENDANTS/APPELLEES: William H.
Walker, Jr., Peter M. Scott, III, William L. Marks, Shelley
Stewart, Jr., Vicky A. Bailey, Logan W. Kruger, Elton R.
King, Bruce Williamson, Darren J. Olagues
P. Gillespie, Matthew E. Papex, Kirkland & Ellis LLP, 655
Fifteenth St., N.W., COUNSEL FOR DEFENDANTS/APPELLEES: Cleco
Partners L.P. (f.k.a. Como 1 L.P.) Como 3, Inc.
Sebastiano Tornatore, Shannon L. Hopkins, Attorney at Law,
COUNSEL FOR INTERVENORS/APPELLEES: William H. Seely, Charles
composed of John D. Saunders, Billy H. Ezell, and Phyllis M.
D. SAUNDERS JUDGE
matter arises out of a suit regarding a corporate
buyout/merger. Plaintiffs, shareholders in the corporation,
filed suit against Defendants, including the board of
directors of the corporation and the corporation's Chief
Executive Officer, to enjoin the sale of the corporation.
Plaintiffs allege, inter alia, that the Chief Executive
Officer engaged in self-dealing, acted in bad faith, and
breached his fiduciary duty of loyalty, good faith, and fair
dealing, to the shareholders, when he misled the board of
directors to induce them to push through the sale/merger of
the corporation at an unfair price.
filed an action against Defendants in which they sought
injunctive relief to enjoin the sale/merger of the
corporation. Defendants filed exceptions, including, but not
limited to, those of no right of action and no cause of
action. After the injunctive relief was denied, the
sale/merger was completed. Thereafter, the trial court
sustained Defendants' exceptions of no right of action
and no cause of action and denied Plaintiffs' request for
injunctive relief. Plaintiffs appeal the trial court's
ruling dismissing their claims.
AND PROCEDURAL HISTORY:
Helen Moore, Calvin I. Trahan, and Lawrence E. L'Herisson
("Plaintiffs"), shareholders in Cleco Corporation
("Cleco"), initiated a class action suit against a
multitude of defendants: Bruce Williamson, Cleco's Chief
Executive Officer; Cleco's Board of Directors: William H.
Walker, Jr., Elton R. King, William L. Marks, Logan W.
Kruger, Peter M. Scott, III, Shelley Stewart, Jr., and Vicky
A. Bailey; Darren J. Olagues, President of Cleco Power; Como
1 L.P.; and Como 3 Inc. (collectively
"Defendants"), in the Ninth Judicial District
Court, to recover damages personally sustained by them as a
result of the sale/merger of Cleco. In response, Defendants
filed peremptory exceptions of no cause of action and no
right of action to Plaintiffs' class action petition.
the pendency of this action, hearings were held before the
Louisiana Public Service Commission ("LPSC") with
the LPSC eventually voting to approve the sale/merger of
Cleco. By joint motion, the temporary restraining order
Plaintiffs had obtained in an attempt to enjoin the sale of
Cleco was dissolved. By agreement, Plaintiffs amended their
petition to include a direct cause of action against
Defendants. In the interim, the sale/merger of Cleco was
oral arguments were presented to the court, the trial court
sustained Defendants' peremptory exceptions of no cause
of action and no right of action. Plaintiffs timely filed a
motion for devolutive appeal. Pursuant to that motion,
Plaintiffs are presently before this court alleging three
assignments of error. ASSIGNMENTS OF
1. The District Court erred by granting Appellees'
exceptions of both no right and no cause of action when the
reasons for its ruling only concerned whether Appellants have
the right to bring their asserted claims.
2. The District Court erred by finding that Appellants'
claims were derivative in nature even though they sought to
remedy damages personally sustained rather ...