SOUTHERN COIL TUBING, INC.
ORACLE GAS, LLC, ET AL.
FROM THE FIFTEENTH JUDICIAL DISTRICT COURT PARISH OF
LAFAYETTE, NO. C-20154852 HONORABLE EDWARD D. RUBIN, DISTRICT
C. Hughes COUNSEL FOR DEFENDANTS/APPELLANTS: Delphi Oil, Inc.
Robert E. Brooks
Lane Roy Brown Sims, PC COUNSEL FOR PLAINTIFF/APPELLEE:
Southern Coil Tubing, Inc.
composed of Marc T. Amy, Shannon J. Gremillion, and Phyllis
M. Keaty, Judges.
T. AMY JUDGE.
appeal arises out of a claim brought by the plaintiff for a
sum allegedly due on an open account and for which the
plaintiff also asserted a claim under the Louisiana Unfair
Trade Practices Act. The trial court rendered judgment in
favor of the plaintiff for $51, 000.00 plus legal interest
against all three defendants. Two of the defendants appeal.
For the following reasons, we reverse in part.
and Procedural Background
plaintiff, Southern Coil Tubing, Inc., is a company located
in Lafayette, Louisiana. The plaintiffs brief to this court
described the type of service work performed by the company
as "involving] the use of expensive and highly
specialized equipment being brought to existing producing
[oil] wells for the purposes of taking certain measures ...
to cause the well to become unclogged and produce additional
minerals from the existing well." As owner of all stock
in Southern Coil Tubing, Inc., Mr. Carl Guidroz testified
before the trial court on behalf of the plaintiff company
regarding the events surrounding this dispute.
Guidroz explained that in the summer of 2014, he received a
phone call from Robert Brooks, who "was soliciting some
service work" on an oil well in Laurel, Mississippi, and
told him "[t]hat the well was for
Burke's Energy" (hereinafter
"Burke's"). Mr. Guidroz indicated that the coil
tubing unit owned by the plaintiff company "was
designated and designed strictly for offshore. It can be done
for land, it's just a little cumbersome. Takes a little
more transportation and trucks to get there." Therefore,
Mr. Guidroz testified that he suggested that Mr. Brooks use a
local company in Mississippi, because doing so would be
quicker, more convenient, and less expensive. Mr. Guidroz
explained that, in response, "[Mr. Brooks] said he would
provide the trucks and also the crane to complete the
service. He would provide all the transportation and the cost
of the crane to take the unit from Lafayette to location and
return." Testifying on behalf of the defense, Mr. Brooks
recalled that, in their initial discussions, Mr. Guidroz
estimated that the cost would be "between eleven
thousand and fifteen thousand five hundred per day" and
that the job "would take about a day." The record
includes no indication that these discussions were reduced to
Brooks said that, because he would be traveling via airplane
and unreachable by telephone on the day that the job was to
be completed, he had signed a check in advance and
"instructed the drilling supervisor on the rig that when
Mr. Guidroz's hands presented a bill, they were to write
the check for the amount[, ] which [he] was anticipating to
be thirty thousand plus or minus maybe a little more."
Mr. Guidroz testified that, upon completing the job, the
plaintiff received an Oracle Gas, LLC check for the invoice
total of $51, 000.00 with "R.E. Brooks" as the
signature and dated August 6, 2014, explaining: "[The
check] was provided ... by the supervisor on location . . .
and was given to [the plaintiffs] supervisor for payment of
the services rendered." However, Mr. Guidroz said that
"after depositing the check, " he received notice
from the bank "that those funds were refused and there
was a stop payment on that particular check." In
response, Mr. Brooks explained that he was responsible for
issuing the stop payment order upon learning that the check
had been written in the amount of $51, 000.00. He clarified
that he issued the order because he had anticipated that the
invoice total would be between $30, 000.00 and $35, 000.00,
not $51, 000.00.
Guidroz set forth the plaintiffs reasons for the alleged
discrepancy between the invoice price and what Mr. Brooks
believed to be the quoted price. First, Mr. Guidroz testified
that Mr. Brooks ultimately supplied only "[o]ne of
three" trucks required for transporting the equipment
and that "[t]he truck that showed up on lot to pick up
the equipment was a [Delphi] [D]rilling truck." Mr.
Guidroz explained that, when he notified Mr. Brooks that more
trucks were needed, "[Mr. Brooks] asked [the plaintiff]
to provide the transportation and [Mr. Brooks] would pay for
it no problemf.]" Thereafter, Mr. Guidroz said that the
plaintiff hired and paid a third-party to supply the
remaining two trucks.
after the equipment made it to the job site and the project
began, Mr. Guidroz stated that nitrogen services were
required to perform the job. Mr. Guidroz testified that, when
he explained this to Mr. Brooks, "[Mr. Brooks] asked
[Mr. Guidroz] to provide [nitrogen services] and out of
Louisianaf, ]" despite Mr. Guidroz's recommendation
to use a local Laurel company instead. As with the
transportation company, the plaintiff paid the third-party
nitrogen company. With regard to both the third-party
transportation and nitrogen services, the record contains no
indication that these conversations were reduced to writing.
Mr. Guidroz explained that, even though he and Mr. Brooks had
discussed the approximate cost and length of time for the job
in their initial conversations, "[n]one of the
perimeters were provided ... If some of the perimeters for
the log in data would have been provided, [he] could have
made a better estimate. But, just a cold call . . . It's
speculation." Mr. Guidroz testified that he explained to
Mr. Brooks that "[the job] could be one to two
days" and that the plaintiffs employees "don't
know, not until [they] actually get on location and see what
the conditions are."
the stop payment order, Mr. Guidroz and Mr. Brooks attempted
to settle the dispute, but an agreement was never reached.
Mr. Guidroz testified that he subsequently determined that
Mr. Brooks had connections with both Oracle Gas, LLC
("Oracle") and Delphi Oil, Inc.
("Delphi"). Ultimately, the plaintiff brought a suit
on open account against Mr. Brooks, Oracle, and Delphi.
Burke's was not included as a defendant. The plaintiff
also filed an amended and supplemental petition to add an
additional cause of action under the Louisiana Unfair Trade
a hearing at which Mr. Guidroz and Mr. Brooks testified, the
trial court ruled in favor of the plaintiff, finding Mr.
Brooks, Oracle, and Delphi liable jointly, severally, and
in solido for the full sum of the invoice ($51,
000.00) as well as legal interest from the date of the
original demand. In oral reasons for judgment, the trial
"[I]n looking at the totality of the circumstances,
[defendant] or his wife are either members, agents, or
officers of all three [sic] corporations, and given the
irregular behavior and seemingly some fraudulent conduct or
actions of defendant, the Court will pierce the corporate
veil and find the defendants, Robert Brooks and Oracle Gas,
liable in solido for the full sum of fifty-one
thousand dollars ($51, 000.00).
trial court continued: "Delphi as well. . . In
solido, all three of them."
the defendants requested reasons for judgment. In response,
the court provided the following minute entry:
The Plaintiff has carried its burden of proving its'
[sic] case by a preponderance of the evidence. It clear [sic]
from the evidence that Plaintiff, Southern Coil[, ] rendered
certain oil [sic] tubing services as requested by Defendants,
Oracle and Delphi. It is clear that Defendant, Brooks[, ] was
an agent for [Burke's] Energy, Delphi, and Oracle and
acting with authority from those corporations, acted in a
manner which assured Southern Coil that it would receive
payment for services rendered.
The evidence shows that Mr. Brooks testified on the stand
that he was acting as agent for defendants. Evidence showed
that at no time did Mr. Brooks mention to Southern Coil that
he was representing other companies. Southern Coil was not
aware that Brooks was acting in the capacity of agent for
defendant corporations. Testimony revealed that the