Opinion
No. 91-CA-2079.
May 28, 1992. Rehearing Denied June 17, 1992.
APPEAL FROM CIVIL DISTRICT COURT, PARISH OF ORLEANS, STATE OF LOUISIANA, HONORABLE ROBIN GIARRUSSO, J.
Robert C. Lowe, David M. Prados, Lowe, Stein, Hoffman, Allweiss Hauver, New Orleans, for plaintiff/appellee.
John V. Baus, Jr., Hammett Baus, New Orleans, for defendant/appellant.
Michael J. Samanie, in pro. per.
Before SCHOTT, C.J., and JONES and LANDRIEU, JJ.
This matter is before us on suspensive appeal by Michael Samanie from an adverse judgment of the trial court on a rule to show cause. We are asked to determine whether the trial court correctly decided that a 1982 Mercedes 380 SEL automobile was a gift to Louise Samanie from her former husband, Michael Samanie.
On August 9, 1983, Michael Samanie took Louise Samanie, to whom he was then married, to dinner to celebrate her twenty-sixth birthday. Upon leaving the restaurant, he presented the keys to the Mercedes to her and said "happy birthday." With the possible exception of an occasional use by Michael Samanie for business purposes, the automobile remained in Louise Samanie's possession and under her control, even after the couple separated in late December of 1988. Nevertheless, the title to the Mercedes was at all times registered in the name of Samanie Barnes, a law firm of which Michael Samanie was 80% owner.
Some time after their separation, Louise Samanie placed the automobile with North Shore Benz, Inc. (N.S.B., Inc.) in Covington for the purpose of finding a buyer. However, in March 1990, after informing N.S.B., Inc. that the title to the car was in the name of Samanie Barnes, Michael Samanie directed an employee to take possession of the automobile in the name of the firm.
On June 6, 1990, Louise Samanie, seeking the return of the Mercedes, filed a rule to show cause against Michael Samanie in the divorce proceedings. After a hearing, the trial court concluded that Michael Samanie gave the Mercedes to Louise Samanie as a birthday gift and therefore the automobile was her property and must be returned.
Michael Samanie contends here, as he did at the trial level, that the automobile was purchased by the law firm, titled in the name of the law firm, and was not his to give. He claims that Louise Samanie was given only the use of the Mercedes. She, on the other hand, contends that the title to the car lacked real significance in this case since personal automobiles were placed routinely in the firm's name for tax purposes only, including an automobile Michael Samanie gave to his mother.
Louisiana law states that title to motor vehicles may be transferred between the parties in accordance with the provisions of the Civil Code even though they have not complied with the Vehicle Certificate of Title Law (La.Rev.Stat.Ann. § 32:701 et seq. (West 1989)). Touchet v. Guidry, 550 So.2d 308, 313 (La.App. 3d Cir. 1989) (citing Scott v. Continental Ins. Co., 259 So.2d 391, 394 (La.App. 2d Cir. 1972)); Luke v. Theriot, 195 So.2d 685 (La.App. 1st Cir. 1967). The registration of sales of motor vehicles under the Vehicle Certificate of Title is an administrative proceeding which does not bear any essential relationship to transfer of motor vehicles under the provisions of the Civil Code. Scott v. Continental Ins. Co., 259 So.2d at 394. Under the provisions of La.Civ. Code Ann. art. 1539 (West 1987), the manual gift of a corporeal movable accompanied by real delivery is not subject to any formality. Morris v. National Dairy Products Corporation, 160 So.2d 371, 374 (La.App. 4th Cir. 1964) Therefore, ownership between parties can change without a transfer of title.
In this case, the trial court concluded that Michael Samanie intended to give and did give Louise Samanie ownership of the Mercedes and not merely the use thereof, notwithstanding the registration of the vehicle in the name of Samanie Barnes. The standard for our review of the trial court's ruling is set forth in Rosell v. ESCO, 549 So.2d 840 (La. 1989). That opinion does not allow us to disturb reasonable evaluations of credibility and reasonable inferences of fact where there is conflict in the testimony, even though we may feel that other inferences are as reasonable. Id at 844 (citing Arceneaux v. Domingue, 365 So.2d 1330, 1333 (La. 1978); Canter v. Koehring Co., 283 So.2d 716, 724 (La. 1973).) As long as there is a reasonable factual basis for the finding of the trial court, we may not reverse even though we might have weighed the evidence differently. The factfinder's choice between two permissible views of the evidence cannot be manifestly wrong or clearly erroneous. Id.
We can not say the trial court was clearly wrong since the trial judge had the opportunity to observe the demeanor and tone of the witnesses and we can only look at the record. As between Louise Samanie and Michael Samanie, she has been determined to be the owner. The firm of Samanie Barnes, as well as any other claimant, may proceed according to the law to prove and enforce their respective rights of ownership, if any, of the vehicle. However, Samanie Barnes is not a party in this litigation and therefore, its ownership interest in the vehicle is not before the court.
Michael Samanie further contends that, if the vehicle is found to be the property of Louise Samanie, then he or the firm of Samanie Barnes is entitled to reimbursement for expenses of maintenance, repair and/or preservation of the automobile. Since this issue was not submitted to the trial court, it is not within the scope of review of the appellate court. Shepherd v. Allstate Ins. Co., 562 So.2d 1099, 1102 (La.App. 4th Cir. 1990) (citing Uniform Rules, Courts of Appeal, Rule 1-3).
For the reasons above, the trial court's judgment is affirmed. All costs are assessed to the appellant.
AFFIRMED.
A key issue in this case is whether appellant could make a valid donation to appellee of an automobile which belonged to a professional law corporation of which he was a member. Regardless of his intentions when he gave appellant the use of the automobile he was not free to donate the corporation's property.
The facts are not contradicted that the automobile was initially purchased by the corporation with corporation funds obtained from a bank with which the corporation had an open line of credit. Title was transferred to the corporation which at all times insured and maintained the automobile.
In order for ownership to become vested in appellee, it had to be divested from the corporation. A professional corporation is subject to all the provisions of the Business Corporation Law except to the extent that these provisions might be inconsistent with the Professional Law Corporations Act. LSA-R.S. 12:802. A professional law corporation may not engage in any business other than the practice of law, but it may hold property for investment or in connection with its law practice. § 804. A conclusion that appellant could, on his own, without any authorization, give away to his wife or anyone else, an expensive, valuable asset of the corporation would be inconsistent with the notion that a corporation has an identity as a juridical person that is separate and distinct from its shareholder(s). C.C. art. 24.
The extent to which courts recognize the concept that a corporation has its own personality is demonstrated by Riggins v. Dixie Shoring Co., Inc., 590 So.2d 1164 (La. 1991). This involved an effort by a creditor of the corporation to pierce the corporate veil and make the shareholder personally liable. In that situation where the assets of the corporation were allegedly diverted to the shareholders, the court used the corporate tax records of depreciation of the assets to show that the equipment remained the property of the corporation. Regarding a truck titled in the corporation, but purportedly being used by a successor business entry, the court found there was no diversion of the truck from among corporate assets.
Assuming that appellant could donate the corporation's property as though it were his own I respectfully submit that the evidence is insufficient to establish a donation of the automobile.
To accomplish a donation inter vivos by manual gift accompanied by real delivery under LSA-C.C. art. 1539, the donor's will to give and actual possession of the movable property by the donee must operate simultaneously; and the burden of proving that a donation was made rests on the party alleging the donation, who, by strong and convincing proof, must establish both that the donor intended to presently and irrevocably divest himself of the thing and that delivery actually took place. Adams v. Security Insurance Co. of Hartford, 533 So.2d 140, 145 (La.App. 1 Cir. 1988), writ granted 535 So.2d 733; reversed in part on other grounds 543 So.2d 480 (La. 1989). In the present case, there is no question that there was a manual delivery of the automobile. However, appellee did not prove that appellant intended to irrevocably divest himself of the car. She did not prove that the intent was to transfer ownership. The evidence presented at trial demonstrated that she was given the use, not the ownership, of the vehicle with the full understanding that the corporation would take the car back when the time came to dispose of it or replace it.
The Adams case demonstrates the difficulty of establishing a donation in these circumstances. In that case the donee who was the donor's daughter selected a car as a wedding gift. At the wedding reception the father presented the car keys to his daughter and the car was wrapped up in a huge bow. The down payment was made by the donor's business, a sole proprietorship, the title was registered in the name of the company, it was financed by the company and it was insured under the business policy. The court concluded:
Based on the evidence, we find that Security failed to establish by strong and convincing proof that Ray Lloyd intended to presently and irrevocably divest Shell of ownership of the vehicle at his daughter's wedding. Lloyd's retention of title to the vehicle in Shell's name and his maintenance of insurance on the vehicle under Shell's policy are acts by Lloyd which show that his intent was to retain ownership in Shell while his daughter and son-in-law were to have the use and possession of the vehicle.
I would reach the same conclusion in the present case and reverse the trial court.