Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

Port City Ventures, L.L.C. v. Angle

Court of Appeals of Louisiana, Second Circuit

August 14, 2019

PORT CITY VENTURES, L.L.C. Plaintiff-Appellee
v.
DONALD G. ANGLE, MATTHEW G. ANGLE, BRIANA STANLEY, AND PORT CITY ARMORY, L.L.C. Defendants-Appellants

          Appealed from the First Judicial District Court for the Parish of Caddo, Louisiana Trial Court No. 583, 362 Honorable Ramon Lafitte, Judge.

          SINCLAIR LAW FIRM, LLC BY: SCOTT C. SINCLAIR COUNSEL FOR APPELLANTS

          AYRES, SHELTON, WILLIAMS, BENSON & PAINE, LLC BY: CURTIS RAY SHELTON LEE H. AYRES RYAN P. TELEP COUNSEL FOR APPELLEE, PORT CITY VENTURES, LLC, AND THIRD PARTY APPELLEE, RICHARD D. LAMB, II

          Before WILLIAMS, STONE, and STEPHENS, JJ.

          STEPHENS, J.

         Defendants, Donald G. Angle, Matthew G. Angle, and Port City Armory, L.L.C., appeal a judgment of the First Judicial District Court, Parish of Caddo, State of Louisiana, in favor of Plaintiff, Port City Ventures, L.L.C. For the following reasons, we affirm in part and reverse in part the trial court's judgment.

         FACTS AND PROCEDURAL HISTORY

         In late 2012 and early 2013, there was a period of excessive demand (commonly known as a "market run") for AR-15 rifles and magazines.[1]Amidst this market run, Matt Angle and Josiah Rosmarin, doctoral candidates at the Massachusetts Institute of Technology, designed a plastic magazine for an AR-15 that would hold 30 rounds of ammunition, which they called the FS30. Matt then consulted his father, Don Angle, regarding the prospect of starting a business to manufacture and sell the magazines. Following Don's research into the logistics of marketing, production, and distribution, Port City Armory, L.L.C. ("Armory"), was formed by Matt, Don, and Josiah's wife, Briana Stanley, for the purpose of manufacturing and selling the magazines.[2]

         Subsequently, Don contacted Walter Frederick, president of Sports South, L.L.C. ("Sports South"), a Shreveport company engaged in the distribution of firearms and related products, and on February 19, 2013, Sports South issued six purchase orders to Armory for the purchase of 50, 000 magazines per month for a six-month period at a price of $11.00 per magazine. The purchase orders provided shipping dates on the first day of six consecutive months in 2013-starting in April. On each purchase order appeared the language: "SHIP NO BACK ORDERS WITHOUT PERMISSION UNLESS PREPAID."

         Thereafter, Don met with Walter Lamb of Ouachita Independent Bank and attempted to obtain financing for Armory but was informed he could not obtain a loan based on the purchase orders. Don was later able to finance the startup costs for Armory by obtaining a line of credit for $150, 000 through Versa Finance, which line of credit was secured by immovable property owned by Don and the personal guaranties of each of Armory's members. Meanwhile, Walter Lamb advised his brother, Richard Lamb, II, that he should contact Don regarding the business opportunity he was pursuing.

         Richard, a medical sales representative who makes private investments on the side, subsequently contacted Don and expressed his interest in investing in Armory. The two first met to discuss the venture in either April or May 2013, at which time Don informed Richard of the Sports South purchase orders. Ultimately, to facilitate their discussion, they signed a Confidentiality Agreement dated May 30, 2013. On June 2, Don, Matt, and Josiah met with Richard at his home to further discuss Richard's interest in investing in Armory. On June 10, Lamb Capital, L.L.C., a company consisting of Richard and his children, issued Armory a Letter of Intent to acquire 10% of the capital interest in Armory. The Letter of Intent was drafted by Richard's son, Rich, who is an attorney, and provided in part that "the purchase price or capital contribution shall be ten percent (10%) of: the total value of the purchase order by and between Port City Armory, L.L.C. and Sports South, L.L.C., less the expenses and costs associated with said purchase order."

         Don attached a signed copy of the Letter of Intent to an email sent to Rich on June 13, and Richard, Matt, and Josiah were copied on the email as well. The email by Don provided in part:

Due to the fact that the P.O.'s from Sports South represent a monthly buying level and not really a one time purchase, and the fact that the buying level is subject to change based on Sport South's ability to move our magazines, I'd rather not base this agreement on the expected profit on the written P.O.'s in hand. I do have 6 P.O.'s for the purchase of 50, 000 magazines [for] each of the next 6 months but I expect the quantities will change over that time frame. At the time I received these P.O.'s my customer said he would buy at least 50, 000 a month based on the current demand. Today it appears that the quantity will be less than 50, 000 a month but as soon as Gun Control gets back in the headlines every day, the quantities may increase substantially.

         On June 21, Richard formed Port City Ventures, L.L.C. ("Ventures"), with Jim Haynes and J&S Hardin Holdings, L.P. (whose manager is John Hardin, III). It was ultimately Ventures, rather than Lamb Capital, that on June 24 entered into an agreement with Armory, paying Armory $250, 000 in exchange for a 10% equity interest in Armory. An amended Operating Agreement reflecting the purchase and status of Ventures as a member of Armory was signed by Don and Richard. The next day, Armory repaid in full its loan from Versa Finance.

         On June 27, Richard and Don met with Sports South, at which time Walter Frederick advised the market conditions had deteriorated rapidly and Sports South would, therefore, only be able to make a one-time purchase of 10, 000 magazines. That purchase was made on June 30, 2013, for which Sport South issued a $110, 000 payment to Armory. Tension grew between Armory and Ventures regarding the uncertainty of Armory's financial success and Ventures' desire to have its investment returned.

         On March 13, 2015, Ventures filed the instant petition for reimbursement of the funds it invested due to Armory's misrepresentations and fraudulent inducement of Ventures' investment. Specifically, Ventures claimed Armory knew and failed to disclose to Ventures that the Sports South purchase orders were invalid, unenforceable, and speculative. Armory filed a reconventional demand and third party demand against Ventures and Richard, individually, claiming they had breached the Letter of Intent by failing to provide adequate marketing and sales assistance, and had likewise breached the Confidentiality Agreement by bringing their lawsuit.

         Following a bench trial, the trial court issued an oral ruling on May 10, 2018, in favor of Ventures, stating it found Armory suppressed the truth with the intent of obtaining an unjust advantage over Ventures and Ventures had not breached either the Confidentiality Agreement or Letter of ...


Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.