Douglas Broussard VS Jacob Chandler and Great Southern Coins, L.L.C.
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NOT DESIGNATED FOR PUBLICATION STATE OF LOUISIANA COURT OF APPEAL FIRST CIRCUIT NUMBER 2006 CA 1958 J2Z0 DOUGLAS BROUSSARD VERSUS JACOB CHANDLER AND GREAT SOUTHERN COINS L L C Judgment Rendered Appealed Twenty SEP 5 2007 from the second Judicial District Court in and for the Parish of St Tammany Louisiana Trial Court Number 2005 13899 Honorable Peter J Garcia Thomas H Huval Stephen C Covington Aertker Judge Attorneys Jr for Plaintiff Appellee Douglas Broussard LA and David A Schiller PIano TX Calvin Brasseaux Leland Gallaspy Covington LA Attorneys for Liquidator Appellee Lee Spence W Preis Attorneys Charles M Gordon Jr Defendant Crystal D Burkhalter Baton Rouge LA Jacob Chandler Phillip BEFORE KUHN GAIDRY AND WELCH JJ for Appellant WELCH J Jacob Chandler liquidation appeals trial court a of Great Southern Coins remand the matter to the trial a plan for the We reverse and judgment approving Great SouthelTI L L C court for further proceedings FACTUAL AND PROCEDURAL HISTORY On July 2 2004 Chandler and Louisiana limited over the Internet and each owns a liability the Accordingly Chandler and Great Southern TRO the Broussard August 19 alleging that Chandler had on Broussard TRO 2005 sought damages and other any money accessing of Great SouthelTI name By injunctive relief consent any cash filed suit against in certain engaged an accounting The trial or writing any 5 judgment signed October specific wording any on temporary granted the court of the TRO 2005 the trial inventory any account in court in accordance with La R S who judgment appointed joint liquidators The checks a I judicial dissolution of Great Southern The the sole members of Great Southern enjoining Chandler and Great SouthelTI from selling removing of coins trading operation of the business including fraud breach of fiduciary dealing restraining order and provided were required ordered the 12 1334 et seq to oversee that Chandler and Great Southern and restrained from enjoined selling sale an on y inventory cunently Ebay as maintained in the or otherwise Southern Southern of August name 19 held by 2005 Great Southern not of Great Southern are for any money from any account writing checks using a debit card any of the cash held in any account maintained any amounts from the PayPa1 Account maintained Jacob Chandler and into Great Southern already posted removing accessing removing or a working relationship between Chandler and Broussard deteriorated and self are selling Great Southern interest in the company 50 misconduct in his in the engaged company Chandler and Broussard Over time duty Douglas Broussard formed hereby Great by Great immediately deposit all cash checks money orders or other forms of money received from the date forward or in their possession as of this date related to Great Southern s account at Hibernia commanded to by 2 the were process of dissolution and send notice of the dissolution of Great Southern to the company creditors s The judgment also provided celiain debts and terminated the TRO asked be released from their to November 3 2005 the trial Spence the new as The to reach assets at Accordingly by judgment signed released the joint liquidators and appointed Lee liquidator to settle the matter for several months but parties attempted an payment of Shortly thereafter the joint liquidators obligations court for the immediate were unable agreement The liquidator initially considered selling Great Southern public auction investigation the However satisfy the claims of the creditors to liquidator determined and would dilute the funds available liquidator requested proposals for to that such satisfy carrying process would be too a the creditors claims s after expensive Therefore the out the dissolution of the company from Broussard and Chandler The of St plan submitted by Broussard Broussard Plan provided for the creation Tammany Coins solely by Broussard Southeln liquidator s fuliher In to a the new plan agreed to to pay waive his 2 3 to Great Southern Great Southern Broussard s s s claim against assume all of Great was required The allegedly totaled Great Southern 118 000 00 3 plan a to to 2 In 3 against Great Southern professional fees and creditors and to institute liabilities claim professional fees owed creditors and transfer all of its assets to STC notice to company owned the payment of creditors to disputed all reasonable Great Southern exchange liability agreed STC counsel from any claims related agreed limited indemnify Great Southern the liquidator and the to 25 000 00 in cash to pay the counsel STC According liabilities and s addition Broussard STC L L C the liquidator provide also to contribute a and his list of known required STC to send process to pay the creditors in 163 905 00 was for an alleged principal amount of accordance with La R S 12 1338 with the trial any disputes concerning the claims of the creditors the assets highest assets it received in the transfer in value to were Chandler also Southeln responsibility for provide was required commercially reasonable a liquidate to manner for the fees professional submitted Broussard but claim s in plan a which he specifically Furthermore any additional cash to assist in the agreed to declined to Chandler did assume s Accordingly seeking approval of the the and parties the argument the trial Chandler has liquidator Broussard Plan liquidator com1 appealed the were granted the After a filed a hearing provided an motion and was any offer not payments of Great Southern the criteria he had established he believed that the Broussard Plan proposals any Great assume to expenses Although the liquidator acknowledged that neither proposal fully complied the two over be the sole property of STC for certain debts liability s STC After payment of creditors and possible remaining retaining jurisdiction court with the better of motion with the trial court at which the to opportunity approved attorneys for present oral the Broussard Plan 4 DISCUSSION A limited members or liability upon a decree of the members dissolution distribute its or a judicial dissolution liquidator shall La R S consent 12 1334 wind up the company 12 1336 and 1337 La R S assets be dissolved upon the company may s requirements of La A 4 Chandler adopted R S Upon to 12 1337 which the that perfOlID winding Despite the fact that the trial task does provides up of a in limited not comply court statutes with the pertinent part liability company any supervisory writs however another panel of judgment was a final appealable judgment and the matter was remanded to the trial court with instructions to grant Chandler an appeal Broussard st v Chandler 2006 0990 La App 1 Cir 7 10 06 unpublished initially applied to this court for Upon affairs and ordered the judicial dissolution of Great Southern in accordance with these the Broussard Plan of its this comi determined that the trial comi s 4 remaining after paying assets or adequately providing of all debts and liabilities of the limited all costs and expenses of the liquidation liabilities of which the members distributed as or for the payment liability company and any and all including contingent liquidator has knowledge shall be follows 1 Except as provided in the atiicles of organization or a written operating agreement to members and former members in satisfaction ofliabilities for distributions under R S 12 1324 or 1325 2 Except as provided in the articles of organization or a written operating agreement to members and former members first for the return of their capital contributions and secondly respecting their membership interests in the proportions in which the members share in distributions The above statutory statute if assets language is mandatory after remaining are paying payment of the debts of the company those members and former members in the provisions this in a written assets manner operating agreement or or Therefore pursuant adequately providing remaining assets to the members described above assets are to be the sole for the absent contrary the articles of organization rather the the shall be distributed among the mandatory language the Broussard Plan approved by the trial distribute the to court plan improperly provides propeliy of St Tammany Coins Despite does not that any L L C Because the Broussard Plan fails to distribute the assets in accordance with the mandates of La R S approving the plan 12 1337 Accordingly remand the matter for filliher this appeal are we assessed to find that the trial we reverse the court abused its discretion in judgment of the trial proceedings consistent with this opinion Douglas Broussard REVERSED AND REMANDED 5 court and All costs of
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