Opinion
2023 CA 0040
06-02-2023
MATTHEW TREPAGNIER v. BRENTON CRUMP AND CRUMP FUEL, LLC
Joshua Paul Melder Baton Rouge, Louisiana and Gregory Thomas Akers Baton Rouge, Louisiana Counsel for Plaintiff/Appellant, Matthew Trepagnier Andrew Coudrain Hammond, Louisiana Counsel for Defendant/Appellee, Crump Fuel, LLC
On Appeal from the 21 st Judicial District Court In and for the Parish of Tangipahoa State of Louisiana Trial Court, Docket Number 2022-0000329, Div. "A" Hon. Jeffrey Johnson, Judge Presiding
Joshua Paul Melder Baton Rouge, Louisiana and Gregory Thomas Akers Baton Rouge, Louisiana Counsel for Plaintiff/Appellant, Matthew Trepagnier
Andrew Coudrain Hammond, Louisiana Counsel for Defendant/Appellee, Crump Fuel, LLC
BEFORE: WELCH, PENZATO, AND LANIER, JJ.
PENZATO, J.
Matthew Trepagnier, plaintiff, appeals from the trial court's June 3, 2022 judgment sustaining the peremptory exception raising the objection of no cause of action filed by Crump Fuel, LLC, defendant. For the following reasons, we affirm the portion of the judgment that sustained the exception of no cause of action but reverse the portion of the judgment that dismissed Crump Fuel with prejudice, without providing Matthew an opportunity to amended the petition pursuant to La. C.C.P. art. 934. We remand the matter for further proceedings consistent with this opinion.
FACTS AND PROCEDURAL HISTORY
The following facts are alleged in Matthew Trepagnier's petition, filed against Crump Fuel, LLC and Brenton Crump on February 8, 2022.
Matthew and Brenton formed Spartan Oil Company, LLC in September 2021 for the purpose of acquiring the assets of E&S, Inc. Each owned fifty percent of Spartan's total membership interest, and both served as managers of Spartan. Spartan and E&S signed a purchase agreement in October 2021, which required the parties to complete the acquisition by January 4, 2022. In October 2021, Brenton insisted that Spartan obtain financing for the purchase of E&S's assets exclusively from Louisiana National Bank, where his brother was employed. Brenton refused to allow Spartan to seek financing from other banks after Louisiana National Bank denied Spartan's loan request. Brenton also refused to allow Matthew to loan the money to Spartan in order to complete the asset purchase. On October 16, 2021, Brenton tried to convince Matthew to forgo the purchase of E&S's assets by supplying false information to Matthew concerning E&S's finances. Also in October 2021, Brenton repeatedly tried to obtain a controlling stake in Spartan, but Matthew refused.
Unbeknownst to Matthew, Brenton had begun negotiating with E&S for the purchase of its assets by an entity other than Spartan. On October 21, 2021, Matthew notified Brenton to either cease his attempts to purchase E&S's assets or to withdraw from Spartan and terminate his membership. The parties thereafter communicated through counsel about Brenton's possible withdrawal from Spartan; however, Brenton ultimately did not withdraw from the company. Without Brenton's concurrence or agreement, Matthew lacked the authority to cause Spartan to incur any indebtedness to finance the purchase of E&S's assets. Thus, Spartan was unable to complete the purchase.
On December 13, 2021, Brenton formed Crump Fuel, LLC. Brenton is Crump Fuel's member and manager, along with Jerry Crump. Crump Fuel purchased E&S's assets on or about January 21, 2022.
By these actions, Brenton purportedly breached his fiduciary duties owed to Matthew and allegedly violated the Louisiana Unfair Trade Practices Act (LUTPA). Matthew asserted that Crump Fuel is vicariously liable for Brenton's actions, alleging that Brenton caused injury and damages while in the course and scope of his employment with and in the performance of his duties for Crump Fuel.
Crump Fuel filed an exception of no cause of action on March 22, 2022. Crump Fuel maintained that Matthew has no cause of action against it for vicarious liability and pointed out that it did not exist until nearly two months after Brenton allegedly committed the wrongful conduct set forth in the petition.
In its exception, Crump Fuel asserted that Matthew failed to plead facts, and could not plead facts, sufficient to state a cause of action against it for breach of fiduciary duty and a violation of LUTPA. On appeal, Crump Fuel states that Matthew asserted claims of breach of fiduciary duty and LUTPA violations against Brenton and Crump Fuel, but it also maintains that, "[t]he sole theory of liability against Crump Fuel is through vicarious liability." This confusion notwithstanding, it is clear from the face of the petition that the only facts alleged and cause of action stated against Crump Fuel were for vicarious liability. Matthew's opposition to the exception expressly confirmed this conclusion, "[Matthew] never pleaded a breach of fiduciary duty or LUTPA claim against Crump Fuel directly." Therefore, we do not address whether the petition stated a cause of action for direct negligence against Crump Fuel.
Matthew opposed the exception and asserted that Brenton "committed and continued many of the acts giving rise to [his] claims after Crump Fuel's inception." Accordingly, Matthew asserted, Brenton's acts were within the course and scope of his position as manager and member of Crump Fuel, making Crump Fuel vicariously liable for Brenton's injury-causing conduct. Although Matthew maintained that Crump Fuel's exception lacked merit and should be denied, he alternatively requested the opportunity to amend his petition to cure any defects. See La. C.C.P. art. 934.
The trial court sustained Crump Fuel's exception at the conclusion of the contradictory hearing on May 9, 2022. The trial court concluded that Crump Fuel could not be responsible under a theory of vicarious liability for any breach of Brenton's fiduciary duties, regardless of when the breach occurred. It appears the trial court concluded that, even if Brenton's alleged misconduct continued after Crump Fuel was formed in December 2021, Matthew could not state a vicarious liability cause of action against Crump Fuel. Presumably, then, the trial court concluded that amendment of Matthew's petition would not cure the pleading deficiencies, and it denied, by implication, Matthew's request to amend the petition. See LJ.D. v. M.V.S., 2016-0008 (La.App. 1st Cir. 1/25/17), 212 So.3d 581, 584 ("Generally, silence in a judgment of the trial court as to any issue, claim or demand placed before the court is deemed a rejection of the claim and the relief sought is presumed to be denied.") A written judgment was signed on June 3, 2022, sustaining Crump Fuel's exception of no cause of action and dismissing all claims asserted by Matthew against Crump Fuel with prejudice.
Matthew initially filed a writ application with this court seeking review of the June 3, 2022 judgment. The writ was granted with an order instructing the trial court to grant Matthew an appeal pursuant to his notice of intent filed on April 25, 2022. See Matthew Trepagnier v. Brenton Crump and Crump Fuel, LLC, 2022-0714 (La.App. 1st Cir. 9/26/22) (unpublished action).
In this appeal, Matthew asserts that the trial court erred when it sustained Crump Fuel's exception, dismissing his claims against Crump Fuel, and failed to afford him an opportunity to amend the petition.
DISCUSSION
Legal Standard and Standard of Review
The peremptory exception raising the objection of no cause of action tests "the legal sufficiency of the petition by determining whether the law affords a remedy on the facts alleged in the pleading." Everything on Wheels Subaru, Inc. v. Subaru South, Inc., 616 So.2d 1234, 1235 (La. 1993). At trial, the burden of proof is on the exceptor, and no evidence may be introduced to support or controvert the objection that the petition fails to state a cause of action. La. C.C.P. art. 931; Labranche v. Landry, 2022-0461 (La.App. 1st Cir. 12/15/22), 357 So.3d 395, 403. The court reviews the petition and accepts well-pleaded allegations of fact as true. The issue is whether, on the face of the petition, the plaintiff is legally entitled to the relief sought. Everything on Wheels Subaru, Inc., 616 So.2d at 1235. An objection of no cause of action should be granted only when it appears beyond doubt that the plaintiff can prove no set of facts in support of any claim that would entitle him to relief. On appeal, review is de novo, as the well-pled facts are accepted as true, and only a question of law remains. Labranche, 357 So.3d at 403.
Face of the Petition
All alleged wrongful conduct by Brenton detailed in the petition purportedly occurred prior to December 13, 2021, the date the petition alleged that Crump Fuel came into existence. Although Matthew asserts on appeal, as he did before the trial court, that Brenton "committed additional acts" in violation his fiduciary duties and LUTPA after he formed Crump Fuel, the petition contains no factual allegations to support this contention. Therefore, we find the trial court properly sustained Crump Fuel's exception of no cause of action.
Opportunity to Amend
Louisiana Code of Civil Procedure article 934 provides that when the grounds of the peremptory exception may be removed by amending the petition, the judgment sustaining the exception "shall order such amendment." The jurisprudence has liberally construed Article 934 to mandate that "unless remanding for amendment would be vain and useless, the judgment sustaining a peremptory exception must permit amendment of the petition." Hodges v. Republic Western Ins. Co., 2005-0245 (La.App. 4th Cir. 12/14/05), 921 So.2d 175, 180, quoting Compeaux v. Plaisance Inspection & Enterprises, Inc., 93 1165, (La.App. 1st Cir. 6/24/94), 639 So.2d 434, 440. However, the right to amend a petition is not absolute, and a trial court is not required to allow a plaintiff the opportunity to speculate on unwarranted facts merely for the purpose of defeating the exception. The decision to allow amendment of a pleading to cure the grounds for a peremptory exception is within the discretion of the trial court. Lift Louisiana v. State, 2021-1453 (La.App. 1st Cir. 6/3/22), 343 So.3d 203, 209.
We find the trial court abused its discretion by failing to afford Matthew an opportunity to amend the petition. The trial court erred by concluding that the timing of Brenton's alleged misconduct and whether it occurred after Crump Fuel was formed is immaterial to the viability of Matthew's vicarious liability cause of action. Based on the facts set forth in the petition, it is premature to conclude that Matthew will be unable to allege facts that would support a vicarious liability cause of action against Crump Fuel arising out of Brenton's alleged breach of fiduciary duty or purported LUTPA violations in connection with the E&S asset purchase. Such a determination would be speculative and legally incorrect, considering courts have found that an employer may be vicariously liable for this type of employee misconduct. See Gandhi v. Sonal Furniture & Custom Draperies, L.L.C., 49,959 (La.App. 2d Cir. 7/15/15), 192 So.3d 783, 792, writ denied, 2015-1547 (La. 10/23/15), 184 So.3d 19 (finding employee's LUTPA damages inflicted on the plaintiff for the economic benefit of his employer were primarily employment related, making employer vicariously liable for employee's acts). See also Patin v. Aegis Capital Corp., No. CV 18-5952, 2018 WL 4052198, at *6 (E.D. La. Aug. 24, 2018) (finding the plaintiff stated a cause of action under Louisiana law for vicarious liability against the employer for the employee's breach of fiduciary duty; plaintiff alleged employee breached a fiduciary duty owed to her through his fraudulent actions.)
Because amendment would not be vain and useless, Matthew must be afforded an opportunity to amend the petition to set forth facts, if he can, sufficient to state a vicarious liability cause of action against Crump Fuel.
The record contains an order signed by the trial court, ex parte, on September 29, 2022, allowing Matthew to file an amended and supplemental petition We do not consider the facts alleged in the amended and supplemental petition in our determination of the merits of this appeal, but simply note, as a procedural matter, that the petition has been amended. However, due to the res judicata effect of the judgment at issue, the instant appeal is not moot. See Felder v. Political Firm, L.L.C., 2014-1266 (La.App. 1st Cir. 4/24/15), 170 So.3d 1022,1027 (An issue is moot when a judgment or decree on that issue has been "deprived of practical significance" or "made abstract or purely academic")
DECREE
For the foregoing reasons, we affirm the portion of the June 3, 2022 judgment sustaining the peremptory exception raising the objection of no cause of action filed by Crump Fuel, LLC. We reverse the portion of the June 3, 2022 judgment dismissing Crump Fuel, LLC with prejudice, without providing Matthew Trepagnier the opportunity to amended the petition. We remand the matter for further proceedings consistent with this opinion. Each party shall bear its own appeal costs.
AFFIRMED IN PART, REVERSED IN PART; REMANDED.