The Shaw Group, Inc. VS Dean L. McInnis
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NOT DESIGNATED FOR PUBLICATION STATE OF LOUISIANA COURT OF APP AL FIRST CIRCUIT 2012 CA 0012 THE SHAW GROUP INC VERSUS DEAN L MCINNIS j j k i Judgment Renderedc November 2 2012 Fx CX kk V On Appeal from the Nineteenth Judicial District Court In and for the Parish of East Baton Rouge State of Louisiana Docket No 526 217 Honorable Wilson Fields Judge Presiding x Roy C Cheatwood Gregory E Bodin Counsel far Plaintiff Appellant The Shaw Group Inc Mackenzie S Ledet Baton Rouge Louisiana Jill L Craft Counsel far Defendant Appellee G LaFleur Dean L McInnis Crystal Baton Rouge Louisiana X tC C BEFORE WffiPPLE McCLENDON AND HIGGINBOTHAM JJ s Nf C c ss HIGGINBOTHAM J The Shaw Group Ina Shaw appeals a trial court judgment entered after a jury trial that awarded Dean L McInnis the sum of 10 and denied all 00 000 claims made by Shaw Far the reasons that follow we affirm FACTS AND PROCEDURAL HISTORY This suit arises out of a dispute between Shaw and McInnis relating to s McInnis employment with Shaw until he was terminated on September 27 2004 In 2002 Shaw CEO 7ames Bernhard Jr arranged an interview far McInnis with the President of Shaw Environmental and Infrastructure Thomas A Barfield Jr R 404 699 Following the interview Shaw Environmental and Infrastructure offered McInnis employment at a salary of 134 per year with an interest 00 000 free loan of 25 that would be forgiven if McInnis remained employed at 00 000 Shaw for a period of two years R 407 On July 1 2002 McInnis signed a 408 document which included the terms of his salary and provisions for the loan accepting the position of Director of Busir Development for ess Shaw Environmental and Infrastructure Plaintiff sExhibit 1 Shaw anticipated that McInnis who owned several environmental companies could use his business relationships to create business for Shaw Environmental and Infrastructure R 410 657 Ba indicated that there 411 eld were discussions about how we would compensate him for the work he brought over from his old business and the clients he could transition to us and develop far us and over the course of probably the next year and half or so Shaw was looking at how McInnis was per R 411 orming In the latter part of 2003 McInnis inquired about compensation for bringing business to Shaw R 4ll Barfield indicated that at that time he recalled discussions about the relationships McInnis had brought to Shaw and the magnitude of those relationships in terms of revenue it could be in the six and 2 million dollar range R 428 V1cInnis was sking for additional compensation in the 400 range R 411 00 000 Barfield discussed the additional compensation request McInnis had made with Scott LaGrange Chief Financial Offcer of Shaw Environmental and Infrastructure to get an idea wheth that was in factby the facts and r supported the numbers R 413 466 Defendant E 71 s ibit Following his discussions with LaGrange Barfield indicated that he agreed to give McInnis a 00 000 250 payment in the form of a loan which would be forgiven over the course of three R 413 years Barfield acknowledged that the payment was a form of compensation for McInnis brixiging business relations to us as he came over to work with us to the loan provisions ubject s R 417 Barfield did not recall whether he ever personally told McInnis that Shaw understood the 250 0o 000 payment to be a loan or whether he had instructed LaGrange to inform McInnis about the conditions of the payment R 416 In an e from LaGrange to Barfield dated December 3 2003 in which mail McInnis was sent a courtesy copy LaGrange confirmed that the deal you made with McInnis is aemployee loan to be forgiven 1 over 3 0o 000 250 3 years Plaintiffls E 4j ibit On December 4 2003 McInnis indicated in a responsive e that he and Mr Barfield did agree to the 250 as mail 00 000 compensation for my companies book of business but never spoke about this being an employee loan Plaintiffls Exhibit 4 On December 31 2003 LaGrange tendered to McInnis a check in the amount of 250 R 4791 No documents loan agreements ar promissory 00 000 notes were given to McInnis in conjunction with the payment R 851 52 LaGrange did not speak with McInnis regarding the conditions of payment but Barfield also acknowledged that the six million dollar figure was a revenue number and did not reflect the associated costs so the number does not reflect anywhere near six million dollazs of profit for Shaw R 428 3 indicated that he wrote loan on the check s rior to giving the check to ub McInnis R 479 LaGrange however was unsure whether the stub with this notation was attached to the check when he gave it to McInnis R 479 On February 27 2004 McInnis received a memorandum from Shaw which indicated that the 250 payment was an interest loan and would be 00 000 free forgiven on July 30 2005 contingent upon his employment with the Company and his commitment to execute a promissory note Plaintiff Exhibit 8 The s memorandum also indicated that should McInnis resign or be terminated for cause between August l 2004 and July 30 2005 he would be required to reimburse Shaw far one of the loan amount McInnis was subsequently presented a half promissory note which he refused to sign on multiple occasions R 888 On September 27 2004 Shaw avers that it terminated McInnis far cause Shaw filed suit against McInnis for 118 representing suit for repayment 50 076 of one of the 250 or 125 minus a bonus in the gross half 00 000 00 000 amount of 10 net of 6 which Shaw admitted was owed to 00 000 50 923 McInnis R 7 McInnis then reconvened against Shaw for payment of an 9 additional 150 as the balance of a lump sum compensation agreement and 00 000 a separate 40 bonus that McInnis alleged he was promised by Shaw R 00 000 19 A week jury trial was held in May 2011 Following deliberations the long jury answered the jury verdict form as follows 1 Do you find that Shaw and McInnis entered into an agreement under which McInnis would be paid 250 which 00 000 would be treated as a loan such that McInnis could be required to pay back all or a portion of it to Shaw Yes No Z The memorandum also provided that if McInnis resigned or was terminated for cause prior to August 1 2004 he would have to reimburse the full amount of the loan 3 McInnis opines that Shaw did not have cause to terminate him but this issue is not before us on appeaL 4 Ifyour answer to Question 1 is yes then proceed to Question 2 Ifyour answer to Question 1 is no then proceed to Question 3 3 Do you find that McInnis is required to reimburse Shaw the sum of 118 because McInnis was terminated far cause 50 076 Yes No Proceed to Question 4 3 Do you find that Shaw and McInnis ailed to have a meeting of the minds as to the reason for the 250 payment 00 000 which requires McInnis to reimburse Shaw the sum of 50 076 118 Yes No Proceed to Question 4 4 Do you find that Shaw and McInnis entered into an agreement for Shaw to pay McInnis any sum in addition to the 00 000 250 payment made to for his business or his McInnis business relationships that he brought to 5haw Yes No Ifyour answer to Question 4 is yes then proceed to Question 5 Ifyour answer to Question 4 is no then proceed to Question 6 5 Please enter the amount of the sum in addition to the 00 000 250 payment that Shaw agreed to pay to McInnis Proceed to Question 6 6 Do you find that Shaw is obtigated to pay McInnis a bonus that has not been paid to him or otherwise credited against any amount that McInnis owes Shaw Yes No If your answer to Question 6 is yes then proceed to Question 7 If your answer to Question 6 is nd then sign the bottom of the form and notify the bailif 7 Please enter the amount of the unpaid or uncredited bonus Shaw is required to pay to McInnis 00 000 10 5 R 354 After the verdict fortn was read into the record neither party polled 355 the jurors and the court disrn the jury without further inquiry as to the verdict ssed R5 On June 7 2011 both parties submitted competzng written judgments to the trial court R 356 360 Shaw proposed judgment awarded Shaw 118 s 50 076 and awarded McInnis 10 McInnis proposed judgment awarded McInnis 00 000 s 00 000 10 and dismissed Shaw claims s against him Prior to signing one of the judgments the trial court brought to the attention of the parties a letter it received from the jury foreman At a status conference held thereafter the court made it clear that it was going to revisit the jury interrogatories and then sign a judgment accordingly R 931 36 On June 27 2011 the trial court signed McInnis proposed judgment s which dismissed with prejudice all claims of Shaw ordered Shaw to pay McInnis the sum of 10 and assessed all costs against Shaw R 356 Shaw 00 000 57 subsequently filed the instant appeal to seek review of the trial court judgment s assigning the following errors L The trial court erred in signing a judgment entirely inconsistent with the jury verdict form thereby invalidating the jury verdict s s following a week jury triaL long 2 The trial court erred when it considered post correspondence trial from a juror that attempted to impeach the jury verdict which is s farbidden by law 4 The foreman indicated that the jurors intention was for McInnis not to repay any amount to Shaw but that one of the questions on the jury verdict fonm may have been misinterpreted by the jury 5 Specifically the trial court indicated Both parties have submit a judgment to the court I have not yet signed either ted judgment Before I sign the judgment I wanted to bring this to the attention of the parties The court will revisit the jury verdict form to at least have some assurance in the court mind as to which judgment to sign And then the court s will sign off on a R 935 judgment 6 DISCUSSION The court is required to inform the parties within a reasonable time prior to their argument befare the jury of the special verdict form and instructions it intends to submit to the jury and the parties slaall be given a reasonable opportunity to make objections La Code Giv P ark 1812 The court is required to enter B judgment in conformity wiCh the jury answ to these special questions and s rs according to La applicable law Code Civ P art D 1812 Additionally following a trial by jury the court is required to prepare and sign a judgment in accordance with the jury verdict La Code Civ P art 1916 Except for s A determining whether certain types of irregularities have occurred the law does not permit inquiry into the thought processes by which a jury reached a verdict Cosie v Aetna Cas Sur Ins Co 527 So 1105 1107 La 1 st Cir 1988 2d App Shaw avers that the trial court substituted its own opinion for the jury s original verdict when it signed McInnis proposed judgment which Shaw s contends was inconsistent with the juzy verdict form Specifically Shaw points to interrogatory number three wherein the jury concluded that there was no meeting of the minds as to the reason far the 250 payment which requires 00 000 McInnis to reimburse Shaw the sum of 118 Shaw maintains that this 50 076 interrogatory clearly entitles it to a judgment of reiflnbursement Further Shaw contends that the trial court improperly considered a post letter from the jury trial foreman that impeached the jury original verdict Shaw concludes that the trial s sjudgment should be reversed and judgment should be rendered by this court court in accord with the jury verdict s We note that La Code Civ P art 1812 requires the trial court to enter D judgment in accord with the s jury verdict See Panyanouvong v T H Convenience Store Inc 97 p 3 1 Cir 12 734 So 9 2727 App La 98 28 2d 12 writ denied 99 La 10 748 So 1148 Further the trial court 1839 99 15 2d 7 could not consider the jury foreman post letter in revisiting the s verdict interrogataries and deciding which judgment to sign See Cosie 527 So at 2d 1107 However the record reflects that neither party objected to the jury verdict form or the reading of the verdict Additionaliy neither party filed a motion for new trial or requested a judgment notwitt the verdict with the trial court standing Rather the only pleading filed af the trial caur entered j udgment was Shaw er s motion to appeaL McInnis with the irial court signing a judgment in his favor did not appeal Therefore the sole issue currently befare this court is whether the trial court signed a judgment in accordance with the jury verdict At trial Shaw acknowledged that a principal cause of the 250 00 000 payment was to compensate McInnis for bringing business relations to Shaw R 417 Shaw contends that the payment was to be made in the farm of a loan designed to ensure McInnis employment with Shaw over a two period s year whereas McInnis alleged that the payment was an unconditional tender The jury rejected Shaw positfon that the payment was a loan and Shaw has not chailenged s this finding on appeal In finding that there was no meeting of the minds as to the reasons for the 00 000 250 payment the jury may have concluded that Shaw intended the payment to be subject to the two loan provision but that McInnis was not year aware of this intent Although Snaw may have intended the payment to be a loan the only indication that McInnis received notice prior to accepting the 250 00 000 was a courtesy copy of the December 3rd e communication between mail LaGrange and Barfield In response to this e McInnis informed LaGrange mail that the payment was not a loan but rather compensation far my companies book of business Plaintiffls E 4 Thereafter prior to delivering the check to ibit 6 Louisiana Code of Civil Procedure article 1972 requires rhat a new trial be granted when the 3 jury has behaved impxoperly so that impartial jusrice has not been done 8 McInnis Shaw apparently never informed him Yhat the payment was a loan Moreover at the time Shaw gave McInnis the ch it did not present him with eck any promissory note or other agreement evidencing a loan as it had previously done in regards o the 25 advance As candidly admitted by LaGrange 00 000 Shaw failed in this particular deal It was not roperly documented R 490 Therefore e assuming thax Sha princi cause far the 250 en s v al 00 000 payment to McInnis was to loan him money to ensure McInnis future s employment with Shaw McInnis was not aware that this was Shaw primary s objective Rather McInnis based on negotiations with Shaw understood that the payment was primarily for his book of business Although Shaw asserts that there are inconsistencies in the jury verdict and in the form itself we fmd that to interpret the jury verdict form in the manner asserted by Shaw would lead to an internal inconsistency in the jury award s Interrogatory number one asks the jury to decide if Shaw and McInnis had an agreement that would require McInnis to pay back all or any portion of 00 000 250 for a loan from Shaw The jury unequivocally responded No and was then referred to Interx number three asking if Shaw and McInnis failed ogatnry to have a meeting of the minds which ivould have required McInnis to reimburse Shaw The jury responded Yes an answer that is consistent with the No answer to Interrogatory number one in that McInnis was not required to pay Shaw any amount Then the jury went on to decide that McInnis was entitled to a bonus of 10 that had not already been paid or credited to him Consequently the 00 000 only award given by the jury was a 00 000 10 bonus to McInnis Thus we conclude that the written judgment entered by the trial court was not contrary to the jury verdict form since it ordered Shaw to pay to McInnis the sum of 10 plus costs and dismissed Shaw claims against McInnis 00 000 s Given that the trial court judgment was rendered in accordance with the jury s s 9 conclusions we need not addXess Shaw arguments regarding the post s trial correspondence submitted by the jury fareperson Furthermore in view ofthe fact that Shaw never objected to the jury verdict form or the reading of the verdict nor made any post motions regarding the alleged inconsistencies in the jury trial findings we affirm the trial court judgment See I Code Civ P art 1793 s a C s ents Shaw assignrr of error are withouti merit CONCLUSION For the foregoing reasons the trial court June 27 2011 judgment is s affirmed Costs ofthis appeal are assessed to The Shaw Group Inc AFFIRMED The failure to object to the jury interrogatories or the jury vexdict form precludes Shaw from raising that issue on appeal See Marroy v Hertzak 2011 La App lst Cir 9 7 0403 11 14 3d So 307 311 Edwards v New Zion Apartments Ltd Partnershig 36 La App 2d 12 081 Cir 10 830 So 517 522 writ denied 2002 La 3 839 So 45 See 02 25 2d 3249 03 14 2d also Daigle v White 544 So 1260 1262 La App 4th Cir 1989 2d 10 STATE OF LOUISIANA COURT OF APPEAL FIRST CIRCUIT 2012 CA 0012 THE SHAW GROUP INC VERSUS DEAN L MCINNIS McCLENDON J dissents and assigns reasons I respectfully dissent insofar as the majority concludes that the judgment entered was in accord with the jury verdict form In answer to jury interrogatory number three the jury found a failure to have a meeting of the minds which requires Dean L McInnis to reimburse The Shaw Group Inc the sum of 50 076 118 interrogatory answer mandates McInnis to 50 076 118 A plain reading of this jury reimburse Shaw the sum of This mandate cannot be negated by the majority flawed s analysis Louisiana Code of Civil Procedure article 1812D requires the trial court to enter judgment in accord with the jury verdict s See Panyanouvong v H T Convenience Store Inc 97 p 3 1 Cir 12 734 2727 App La 98 28 2d So 9 12 writ denied 99 La 10 748 So 1148 Accordingly 1839 99 15 2d the trial court erred in failing to sign a judgment awarding Shaw the sum of 50 076 118 Although McInnis asserts that there are inconsistencies in the jury verdict and in the form itself review of these issues and the analysis of the alleged inconsistency are premature until such time as the trial court enters a judgment in accord with the jury verdict form Therefore the majority clearly errs in speculating as to the jury possible thought process in an attempt to resolve s Significantly the trial court after reading a post letter from the jury foreman stated verdict that it was going to revisit the jury verdict form before deciding which judgment to sign This letter was improperly considered by the trial court what the majority considers to be an inconsistent jury interrogatory Following the rendition of a judgment conforming to the verdict form the parties can file trial post motions or seek appellate review from this court regarding defects in the jury form itself 2
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