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Guillory v. Broussard

Court of Appeals of Louisiana, Third Circuit

March 21, 2018

SIMONE B. GUILLORY, ET AL.
v.
SAMUEL S. BROUSSARD, JR., ET AL.

          APPEAL FROM THE SIXTEENTH JUDICIAL DISTRICT COURT PARISH OF IBERIA, NO. 119, 923, DIVISION F HONORABLE GREGORY P. AUCOIN, DISTRICT JUDGE

          COUNSEL FOR PLAINTIFF-APPELLANT Simone B. Guillory

          COUNSEL FOR PLAINTIFF-APPELLANT Steven G. Durio, Travis J. Broussard

          COUNSEL FOR DEFENDANTS-APPELLANTS: Samuel S. Broussard, Jr. Sam Broussard Trucking Co., Inc.

          Court composed of Ulysses Gene Thibodeaux, Chief Judge, John D. Saunders and Elizabeth A. Pickett, Judges.

          ELIZABETH A. PICKETT JUDGE

         Samuel S. Broussard, Jr. and Sam Broussard Trucking Co., Inc. appeal the trial court's judgment granting Simone Guillory's Motion for Summary Judgment and awarding Simone Guillory $2, 659, 482.91 in damages pursuant to an opinion rendered by this court in Guillory v. Broussard, 15-888 (La.App. 3 Cir. 5/18/16), 194 So.3d 764, writ denied, 16-1707 (La. 11/29/16), 210 So.3d 806. Simone Guillory has also appealed the trial court's judgment, seeking restoration of 171.5 shares of stock of Sam Broussard Trucking Co., Inc., a specific finding that Samuel S. Broussard, Jr. is solidarily liable with Sam Broussard Trucking Co., Inc., and judicial interest.

         FACTS

         This court previously outlined the facts of this case in Guillory v. Broussard, 15-888 (La.App. 3 Cir. 5/18/16), 194 So.3d 764, writs denied, 16-1045 (La. 9/16/16), 206 So.3d 884, and 16-1707 (La. 11/29/16), 210 So.3d 806. Sam Broussard, Jr., and his three sisters, Simone Guillory, Lamar Lopresto, and Michelle Cart, each owned 25% of Sam Broussard Trucking Co., Inc. (SBT) following the death of their parents. Mr. Broussard served as president of SBT. At Mr. Broussard's behest, the three sisters agreed to make Mr. Broussard the majority owner of SBT in exchange for certain concessions, including an equal share of ownership in immovable property owned by SBT and a permanent seat on the board of directors for each of the sisters. Mr. Broussard presented his sisters with a Stock Redemption Agreement (SRA), in which each sister agreed to transfer 171.5 shares of SRT stock back to the company in exchange for $200, 000.00. The agreement was executed in 2003. Alleging that Mr. Broussard reneged on the promises he made to secure their agreement to transfer the stock by using his increased voting power to remove them from the board of directors and failing to equally share income generated by the ownership of the immovable property, Ms. Guillory and Ms. Lopresto filed suit against Mr. Broussard and SBT on December 21, 2011. Before trial, Ms. Lopresto withdrew from the suit, but Ms. Guillory's claims proceeded.

         Following a trial, a jury found that Ms. Guillory's error vitiated her consent to the SRA. The jury failed to award any remedy to Ms. Guillory as a result of this finding. The jury also found that after Ms. Guillory filed this suit, Mr. Broussard failed to distribute sufficient profits for Ms. Guillory to pay increased taxes brought on by a change in the tax status of SBT, as he had promised. The jury found that Mr. Broussard violated the Louisiana Unfair Trade Practices Act (LUTPA) by failing to keep this agreement with Ms. Guillory and awarded Ms. Guillory $69, 084.00 for unfair trade practices. The trial court rendered judgment in conformity with the jury's findings, and also awarded attorney fees to Ms. Guillory pursuant to La.R.S. 51:1409(A). All parties appealed this judgment.

         On appeal, this court found that LUTPA did not apply to Ms. Guillory's claim, but general contract principles did. Because the trial court failed to instruct the jury on general contract law, this court analyzed Ms. Guillory's petition for damages and the evidence presented at trial, and affirmed the award of $69, 084.00 for Mr. Broussard's "refus[al] to make an annual corporate distribution to [Ms. Guillory] solely for his personal benefit" to cover her tax obligations. Guillory, 194 So.3d at 781. However, the award of attorney fees was reversed. Id.

         With regard to the SRA, this court found no manifest error in the jury's finding that Ms. Guillory's agreement to redeem her shares of SBT stock "was vitiated for lack of consent resulting from excusable error." Id. at 782. This court did find, though, that the jury erred in failing to provide a remedy to Ms. Guillory. Id. The only remedy presented to the jury as an option was rescission of the contract. This court found that the other remedy available to Ms. Guillory is found in La.Civ.Code art. 1952, which states:

A party who obtains rescission on grounds of his own error is liable for the loss thereby sustained by the other party unless the latter knew or should have known of the error.
The court may refuse rescission when the effective protection of the other party's interest requires that the contract be upheld. In that case, a reasonable compensation for the loss he has sustained may be granted to the party to whom rescission is refused.

         Reviewing the evidence presented to the jury, this court found that Mr. Brossard "failed to offer any evidence to prove how or in what manner rescission of the Stock Redemption Agreement will result in his interests being unprotected. Thus, reasonable compensation as a remedy in this case is not an available option." Guillory, 194 So.3d at 783. This court remanded the case to the trial court, stating:

The record supports the reasonableness of the jury's finding Plaintiff's error was excusable, considering her age, her lack of business experience, and that she is not a trained professional. The record also supports the jury's finding that Defendant knew of Plaintiff's errors regarding the Stock Redemption Agreement and we cannot say it was manifestly erroneous in so finding. We therefore hold that the Stock Redemption Agreement between Simone B. Guillory and Sam Broussard Trucking Company, Inc. dated July 31, 2003, is hereby rescinded and declared null and void and of no legal effect. . . . In light of these findings, Plaintiff is restored to her ownership interest in Sam Broussard Trucking Company, Inc. as it existed prior to the Stock Redemption Agreement and to her status as a Board member prior to her improper removal in 2011. We remand the case for further proceedings to determine damages consistent with this opinion.

Guillory, 194 So.3d at 784.

         On remand, Ms. Guillory filed a Motion for Summary Judgment Pursuant to Remand. She sought return of 171.5 shares of stock redeemed in 2003, $2, 625, 282.91 in distributions of profit since 2003, of which she argued Mr. Broussard was liable solidarily for $2, 190, 013.09, and fees earned as a board member since she was improperly removed from the board of directors of SBT in 2011. To support her claim, Ms. Guillory executed an affidavit and attached the tax returns of SBT and her own tax documents related to distributions from SBT.

         SBT and Mr. Broussard responded by arguing that a return of 171.5 shares to Ms. Guillory would result in her owning 43.8% of SBT shares, on equal footing with Mr. Broussard. SBT and Mr. Broussard argued that the court should fashion a remedy whereby Ms. Guillory would receive the 25% of the company she owned before the SRA was executed. Alleging that this created a genuine issue of material fact, they argued summary judgment was not appropriate. Mr. Broussard also argued that he should not be held liable personally because he was not a party to the SRA personally. SBT and Mr. Broussard also argued that this court's opinion did not order SBT to pay Ms. Guillory for board of director meetings that she did not attend.

         Following a hearing, the trial court ruled in favor of Ms. Guillory and awarded her a judgment against Mr. Broussard and SBT in the amount of $2, 625, 282.91. The trial court also awarded Ms. Guillory judgment against Mr. Broussard and SBT in the amount of $34, 200.00 for the loss of fees as a member of the board of directors of SBT since 2011. Both Ms. Guillory and Mr. Broussard and SBT have appealed this judgment.

         ASSIGNMENTS OF ERROR

         Mr. Broussard and SBT filed a suspensive appeal and asserted four assignments of error:

1. The trial court erred in issuing a judgment contrary to this Court's prior controlling opinion recognizing each of the "four siblings [had] equal ownership, " or 25% each, of SBT prior to the SRA and restoring plaintiff "to her ownership interest in Sam Broussard Trucking Co., Inc. as it existed prior to the Stock Redemption Agreement."
2. The trial court erred in issuing a judgment contrary to La.Civ.Code art. 2033's mandate to restore the parties to the "situation that existed before" the SRA without unjustly enriching either party as La.Civ.Code art. 1952 requires, instead granting plaintiff a vastly-increased, unjust windfall of 43.8% of SBT's stock which she never held at any time, even prior to the SRA.
3. The trial court erred in finding plaintiff has a right of action against Broussard personally for unpaid distributions when her claim lies only against SBT as the party which issued the distributions, and res judicata bars derivative rights.
4. The trial court erred in granting director's fees on plaintiff's claim for director's fees under the Louisiana Unfair Trade Practices Act, on which the jury refused a director's fees award on a claim this court had already dismissed.

         Ms. Guillory filed a devolutive appeal, and asserts three assignments of error:

1. In its reasons for judgment, the trial court correctly held that Ms. Guillory is entitled to receive the 171.5 shares of SBT stock that were redeemed through the now rescinded Stock Redemption Agreement. But the trial court erroneously omitted this award from the judgment itself.
2. The trial court correctly rendered judgment in Ms. Guillory's favor against Mr. Broussard and SBT for $2, 625, 282.91, representing distributions she should have received on the 171.5 shares, plus $34, 200.00 for loss of fees Ms. Guillory would have been paid as a board member for SBT. But the trial court's judgment is in error ...

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