Louisiana State University System Research & Technology Foundation and LAETC Management Company, L.L.C. VS Qyntessa Biologics, L.L.C.
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NOT DESIGNATED FOR PUBLICATION STATE OF LOUISIANA COURT OF APPEAL FIRST CIRCUIT 2009 CA 1479 LOUISIANA STATE UNIVERSITY SYSTEM RESEARCH AND TECHNOLOGY FOUNDATION AND LAETC MANAGEMENT COMPANY L C VERSUS QYNTESSA BIOLOGICS L C Rendered Judgme APR 1 5 2010 C o nlCuZs APPEALED FROM THE NINETEENTH JUDICIAL DISTRICT COURT IN AND FOR THE PARISH OF EAST BATON ROUGE STATE OF LOUISIANA DOCKET NUMBER 572 DIVISION M 26 458 THE HONORABLE KAY BATES JUDGE Lee C Kantrow W Scott Keaty Baton Rouge Louisiana Attorneys for PlaintiffsAppellees Louisiana State University System Research and Technology Foundation and LAETC Management Company C L Patrick H Martin V Attorneys for Defendant Appellees Board of Supervisors of Louisiana Paul Raymond Lamonica Baton Rouge Louisiana State University Agricultural and Mechanical College including the John L Dugas Louisiana State University System and its Office of Internal Audit P Raymond Lamonica Dr Carolyn Hargrove and Carla Fishman John Dale Powers Steven H Watterson Attorneys for Defendant Appellant Qyntessa Biologics L C Baton Rouge Louisiana BEFORE PARRO KUHN AND McDONALD JJ WDONALD J The appeal before us concerns a single legal question in a complex and multifaceted case At issue is the right of the Louisiana State University System Research and Technology Foundation and its management company LAETC Management Company L both hereinafter referred to as the singular the C Foundation to conduct an audit of an entity Qyntessa Biologics L with C which the Foundation had a consulting services agreement The legal issue before us is resolved by an examination of the consulting services agreement between the parties specifically paragraph XIV Audits and Auditors which reads It is hereby agreed that the LAETC auditor shall have the option of auditing all records and accounts of the Contractor that relate to this Agreement as well as all contracts with outside consultants and service providers relative to the performance of services under this Agreement The term of the fourth contract was from July 1 2007 through June 30 2008 it was the third renewal of a consulting services agreement between the parties originally entered into on July 1 2005 In November 2008 the Foundation filed a petition for audit and declaratory judgment seeking a judgment declaring that according to the terms of the then expired contract the Foundation retained the right to audit Qyntessa accounts s The suit also sought a judgment from the court ordering the audit and a judgment concerning ownership and copies of documents obtained or prepared in connection with the performance of services contracted for Qyntessa filed an answer asserting relative to the audit request that the consulting services agreements were expired and the petitioner therefore had no right to audit Qyntessa also filed a reconventional demand and a thirdparty demand 2 In March 2009 the Foundation filed a motion for summary judgment seeking a ruling by the court that the Foundation was contractually entitled to conduct an audit of the records and accounts of Qyntessa After a hearing in May 2009 the trial court ruled that the contract expressly authorized the audit that the Foundation was requesting A judgment declaring the right of the Foundation to conduct the audit was signed May 21 2009 The judgment was designated as a final judgment although this issue was not considered at the hearing and no reasons were given for the designation We have reviewed the record de novo for a determination of whether the certification designation was proper and agree with the trial court that under the facts there is no just reason for delay and we conclude that judicial efficiency favors an expedient resolution of this issue See R Messinger Inc v J Rosenblum 04 1664 La 3 894 So 1113 05 2 2d We have also given careful consideration to Qyntessa sarguments that the Foundation no longer has any right to conduct an audit agree However we do not We do not find the terms of the contract regarding the audit ambiguous The contract provides the right to conduct an audit of all records and accounts of the Contractor that relate to this Agreement Although the contract did not specify a time in which the audit must be performed the time would be provided by law Under Louisiana law when the term for the performance of an obligation is uncertain it must be performed in a reasonable time La C art 1778 The facts here establish that the Foundation audit request was made within a s reasonable time We do not find that the provisions of the contract regarding the submission and review of invoices have any effect on the right to audit Clearly two separate processes were intended here The process and the time in which one receives and approves requests for payment are of necessity limited By reviewing and timely 9 paying invoices the Foundation did not relinquish the right to insure the payments were earned and appropriate We do not consider the utilization of public funds material to the legal issue before us although we do find evidence in the record that Qyntessa received taxpayer dollars According to paragraph 57 of Qyntessa answer and thirdparty s demand money received from the Louisiana Department of Economic Development a state agency was passed on to Qyntessa After thorough review of the record in this matter we find no error in the decision of the trial court Therefore the judgment appealed is affirmed and this memorandum opinion is issued in compliance with Uniform Rules of Louisiana Courts of Appeal Rule 2 16 Costs of this appeal are assessed to Qyntessa B 1 Biologics L C AFFIRMED 11
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