FROM CIVIL DISTRICT COURT, ORLEANS PARISH NO. 2011-01516,
DIVISION "K" Honorable Bernadette D'Souza,
Gregory P. Nichols LAW OFFICE OF GREGORY P. NICHOLS, LLC
COUNSEL FOR PLAINTIFF/APPELLEE
M. Ahern JANET M. AHERN, PLC AND David M. Prados LOWE STEIN
HOFFMAN ALLWEISS & HAUVER, L.L.P. COUNSEL FOR
composed of Judge Rosemary Ledet, Judge Sandra Cabrina
Jenkins, Judge Regina Bartholomew-Woods
Rosemary Ledet Judge
a community property partition case. The parties are Troy
Henry, the appellant, and Marcia Henry, the appellee. The
narrow issue is whether a community-owned corporation is
responsible for the debts of its subsidiary, absent an
express assumption or guaranty.
AND PROCEDURAL BACKGROUND
parties married in 1971. During the marriage, the community
acquired a 100% interest in Henry Consulting, LLC
("Henry Consulting"). After the parties divorced in
February 2011, but before the partition of the community,
Henry Consulting acquired a 50% interest in Sterling Fresh
Foods, LLC ("Sterling").
partition proceeding, the parties agreed, by consent
judgment, to the court's appointment of Chaffe &
Associates, Inc. ("Chaffe") to value their interest
in Henry Consulting. The parties agreed that they would use
Chaffe's valuation for purposes of partitioning the
community property and that Chaffe would be the only expert
used to value Henry Consulting.
the trial court, with the parties' consent, appointed a
special master, who conducted the trial on the valuation of
the parties' interest in Henry Consulting. At trial, the
special master accepted Vanessa Claiborne, Chaffe's
President and Chief Executive Officer, as a
business-valuation expert. Ms. Claiborne valued Henry
Consulting, as of the December 31, 2013 valuation date, at
$205, 744. Chaffe, however, expressly conditioned
that valuation on its assumption that Henry Consulting was a
corporate guarantor of certain of Sterling's debts
because Troy Henry personally had guaranteed those
debts. Thus, in presenting its expert opinion,
Chaffe couched its conclusion in the following language:
"[v]alue of 100% of the outstanding equity of Henry
Consulting, LLC (if Company is responsible for repaying
[Sterling's] Debt Obligation)."
special master recommended to the trial court that the
Sterling debts should be excluded from the valuation of Henry
Consulting. The trial court rendered judgment adopting
the special master's recommendation. On the
parties' previous appeal, this court reversed the trial
court's adoption of the special master's
recommendation; in all other respects, this court affirmed.
Henry v. Henry, 17-0282, p. 8 (La.App. 4 Cir.
10/18/17), __ So.3d__, 2017 WL 4700385 ("Henry
I"). The record was insufficient for this court to
determine whether the trial court had applied the correct
legal standard in evaluating the court-appointed expert's
opinion. Accordingly, we remanded this matter to the trial
court for further proceedings.
remand, the trial court, after supplemental briefing, issued
an amended judgment, decreeing as follows:
IT IS ORDERED, ADJUDGED, AND DECREED that
the Special Master's Opinion, which excluded the debts of
Sterling Foods from the valuation of Henry Consulting, LLC is
adopted in its entirety, pursuant to La. R.S. 13:4165(C)(3).
In support of this determination, the Court finds that the
valuation of Chaffe & Associates, insofar as it included
the debts of Sterling Foods in its valuation, is unreasonable
and not well-founded in accordance with the law.
This appeal by Troy Henry followed.
facts in this case are undisputed. Thus, the question
presented- the obligation of a community-owned corporation
for the debts of its subsidiary-is purely a legal one, which
we review de novo. See Neivens v.
Estrada-Belli, 17-0225, p. 4 (La.App. 4 Cir. 9/27/17),
228 So.3d 238, 242-43 (citing Felix v. Safeway Ins.
Co., 15-0701, p. 6 (La.App. 4 Cir. 12/16/15), 183 So.3d
627, 632) (observing that "[i]n a case involving no
dispute regarding material facts, but only the determination
of a legal issue, a reviewing court must apply the de novo
standard of review, under which the trial court's legal
conclusions are not entitled to deference"); see
also Mendoza v. Mendoza, 17-0070, p. 5 (La.App. 4 Cir.
6/6/18), 249 So.3d 67, 71, writ denied, 18-1138 (La.
8/31/18), 251 So.3d 1083 (observing that a trial court's
legal determinations in a community property partition action
are reviewed under the de novo standard).
Henry asserts five assignments of error, which we consolidate
and rephrase as the following two issues: (i) whether the
trial court erred in relying on La. C.C. art.
2356 in finding the Sterling debts were not
community obligations; and (ii) whether the trial court erred
in relying on the lack of an express corporate guarantee in
excluding the Sterling debts.
of La. C.C. art. 2356
Henry contends that the trial court implied, by citing La.
C.C. art. 2356 in its written reasons for judgment, that the
creation of Sterling in November 2011, several months after
the termination of the community in February 2011, made that
entity and, thus, that entity's debts, a non-community
asset. He contends that the trial court erred in failing to
recognize the Sterling debts were obligations of the
community entity, Henry Consulting, and that the entire
community entity, including the entity's liabilities,
must be valued at the time of partition. La. R.S.
9:2801(4)(a). Marcia Henry counters that the trial