SPINKS CONSTRUCTION, INC.
QUAD STATES CONSTRUCTION, LLC, ET AL.
from the 21st Judicial District Court In and for
the Parish of Tangipahoa, Louisiana Trial Court Number
2015-0000675 Honorable Brenda Bedsole Ricks, Judge
W. Wray Jacob A. Altmyer St. Francisville, LA and Craig J.
Robichaux Mandeville, LA Attorneys for Appellant
Plaintiff-Spinks Construction, Inc.
Douglas T. Curet Hammond, LA Attorney for Appellees
Defendants - Dale Lancaster, James Richard Lancaster and Kris
BEFORE: McCLENDON, WELCH, AND THERIOT, JJ.
plaintiff/appellant, Spinks Construction, Inc., appeals a
district court judgment sustaining a peremptory exception
raising the objection of no cause of action filed by the
defendants/appellees, Dale Lancaster, James Richard
Lancaster, and Kris Ainsworth. For reasons that follow, we
affirm in part, reverse in part, and remand the matter to the
district court for further proceedings.
AND PROCEDURAL BACKGROUND
Construction, Inc. ("Spinks") entered into a
subcontract agreement with Quad States Construction, LLC
("Quad States") on June 2, 2008, to furnish labor,
materials, equipment, and services in connection with
Belvedeere Estates located in Kentwood, Louisiana. Belvedeere
Estates was a new construction project of twenty-four single
family homes and an office structure. On March 9, 2010, the
owner of Belvedeere Estates filed an "Affidavit of
Substantial Completion and Termination of Work" in the
Tangipahoa Parish mortgage records.
March 5, 2015, Spinks filed a petition for damages, naming as
defendants Quad States, Dale Lancaster, James Richard
Lancaster, and Kris Ainsworth. The petition sought recovery
of sums allegedly due under the subcontract agreement. Spinks
alleged that in reliance of the plans, specifications,
estimated quantities, and contract documents provided by Quad
States, it submitted a proposal to perform work and provide
materials in May of 2008 in accordance with the contract
documents. As per the subcontract agreement, Spinks agreed to
perform site work for an initial subcontract price of $587,
000.00. The petition alleged that a notice to proceed was
issued on June 30, 2008, and that various change orders and
deductions were issued on the project, which resulted in an
increase in the subcontract total. Spinks averred that it
performed all work contemplated by the subcontract, as well
as additional work "necessary to proper completion"
of the project. The petition alleged that Quad States
continued to pay Spinks in accordance with the applications
for payment until March 20, 2009. Spinks asserted that it
submitted applications for payment totaling $606, 043.80 and
that Quad States paid only $510, 843.60 of the amount due,
leaving a balance of $162, 597.40, including retainage.
Spinks prayed for payment on the balance owed by Quad States
to Spinks, all other sums due, plus interest, attorney fees,
and all costs of the proceedings.
the individual defendants, Dale Lancaster, James Richard
Lancaster, and Kris Ainsworth, the petition made no factual
assertions regarding alleged actions performed by these
defendants. Instead, the petition asserted only that Dale
Lancaster was the "sole manager" of Quad States and
that James Richard Lancaster and Kris Ainsworth were
"qualifying parties" for the company. Attached as
exhibits to the petition were the following documents: (1)
the June 2, 2008 subcontract agreement between Spinks and
Quad States, (2) Spinks' itemized proposals dated May 6,
2008, and (3) a copy of the "Affidavit of Substantial
Competition and Termination of Work" executed by the
owner and evidence of its filing in the public records on
March 9, 2010.
four of the defendants answered the petition, and in October
of 2015, the individual defendants filed a peremptory
exception raising the objection of no cause of action. In
their exception, the individual defendants argued that the
petition asserted a cause of action against only Quad States
to recover sums owed under the subcontract agreement.
Further, the exception averred that under La. R.S. 12:1320,
members, managers, employees, and agents of limited liability
companies are not personally liable for the debts and
obligations of the company; therefore, there was no legal
basis for a claim against either Dale Lancaster in his
capacity as a member of Quad States, or against Kris
Ainsworth in his capacity an employee. With regard to James
Richard Lancaster, the defendants maintained that he was not
an employee, member, or manager of the company at the time of
the events at issue in the suit. At the March 21, 2016
hearing on the exception before the district court, Spinks
argued that its cause of action against the individual
defendants arose under La. R.S. 9:4814, which provided it a
direct cause of action against the agents of a contractor for
knowingly failing to apply money received on a construction
contract to settle the claims of a seller of movables or
judgment signed on May 9, 2016, the district court sustained
the exception of no cause of action and dismissed with
prejudice the claims against the individual defendants. In
written reasons for judgment, the district court found that a
cause of action under La. R.S. 9:4814 was subject to the
requirements of the Louisiana Private Works Act
("LPWA"). In particular, the district court's
written reasons found that the requirements for filing a
claim or privilege under the LPWA under La. R.S. 9:4822, as
well as the attendant one-year prescriptive period under La.
R.S. 9:4823(A)(2) for filing an action to enforce a claim or
privilege, were applicable to a claim brought under La. R.S
9:4814. On that basis the district court held that the suit
against the individual defendants was prescribed because
Spinks had not filed an action to enforce its claim within
the applicable prescriptive period. Furthermore, the district
court did not grant Spinks an opportunity to amend its
petition under La. C.C.P. art. 934. Spinks filed a motion for
new trial, which was denied by the trial court in a judgment
signed on September 28, 2016. Spinks timely filed the instant
assigns three errors to the district court's judgment.
The first and second assignments of error relate to that
portion of the district court's written reasons for
judgment indicating that Spinks claims against the individual
defendants were prescribed. First, Spinks contends that the
district court erred in conditioning an action under La. R.S.
9:4814 upon the filing and enforcement of a lien under the
LPWA, and thereby applying the one-year prescriptive period
contained in La. R.S. 9:4823. Second, Spinks argues that the
district court improperly supplied an objection of
prescription sua sponte. In its third assignment of
error, Spinks challenges the district court's ruling,
sustaining the exception of no cause of action and dismissing
the action against the individual defendants with prejudice
without first allowing Spinks the opportunity to amend.
reviewing court conducts a de novo review of a
district court's ruling sustaining an exception of no
cause of action, because the exception raises a question of
law, and the lower court's decision is based only on the
sufficiency of the petition. Adams v. Owens-Corning
Fiberglas Corp., 2004-1296 (La.App. 1stCir.
9/23/05), 921 So.2d 972, 976, writ denied, 2005-2501
(La. 4/17/06), 926 So.2d 514. With regard to Spinks'
first and second assignments of error, we note that appellate
courts review judgments, not reasons for judgment. Wooley
v. Lucksinger, 2009-0571 (La. 4/1/11), 61 So.3d 507,
572. Further, judgments are often upheld on appeal for
reasons different than those assigned by the district court.
Id. Because we conclude the judgment correctly
sustained the exception of no cause of action filed by the
individual defendants, we need not address the district
court's findings regarding prescription. Thus, we decline
to consider the issues raised in Spinks' first and second
assignments of error, and consider only the propriety of the
district court's decision to sustain the exception of no
cause of action and to not allow amendment of the petition
under La. C.C.P. art. 934.