SIMONE B. GUILLORY, ET AL.
SAMUEL S. BROUSSARD, JR., ET AL.
FROM THE SIXTEENTH JUDICIAL DISTRICT COURT PARISH OF IBERIA,
NO. 119, 923, DIVISION F HONORABLE GREGORY P. AUCOIN,
COUNSEL FOR PLAINTIFF-APPELLANT Simone B. Guillory
COUNSEL FOR PLAINTIFF-APPELLANT Steven G. Durio, Travis J.
COUNSEL FOR DEFENDANTS-APPELLANTS: Samuel S. Broussard, Jr.
Sam Broussard Trucking Co., Inc.
composed of Ulysses Gene Thibodeaux, Chief Judge, John D.
Saunders and Elizabeth A. Pickett, Judges.
ELIZABETH A. PICKETT JUDGE
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
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.
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
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.
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,
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.
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.
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
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
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.
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
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
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
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 ...