Cajun Constructors, Inc. v. Ecoproduct Solutions, LP

• Decision Date: 18 September 2015
• Docket Number: No. 2015 CA 0049.,2015 CA 0049.
• Citation: 182 So.3d 149
• Parties: CAJUN CONSTRUCTORS, INC. v. ECOPRODUCT SOLUTIONS, LP ; EcoProduct Solutions, GP, LLC; Rick Billings; Mike Largey; Priest River, Ltd; Yandell Rogers, Jr.; Yandell Rogers, III; Joe Swingle; Matt Whitaker; Jim Hughes; and Syngenta Crop Protection, Inc.
• Court: Court of Appeal of Louisiana — District of US

182 So.3d 149

CAJUN CONSTRUCTORS, INC.

v.ECOPRODUCT SOLUTIONS, LP ; EcoProduct Solutions, GP, LLC; Rick Billings; Mike Largey; Priest River, Ltd; Yandell Rogers, Jr.; Yandell Rogers, III; Joe Swingle; Matt Whitaker; Jim Hughes; and Syngenta Crop Protection, Inc.

No. 2015 CA 0049.

Court of Appeal of Louisiana, First Circuit.

Sept. 18, 2015.

J. Brian Juban, Kyle M. Keegan, Troy D. Morain, Baton Rouge, LA, Charles E. Long, Houston, TX, Attorneys for Plaintiff/Appellant, Cajun Constructors, Inc.

James P. Dore, Ben R. Vincent, Baton Rouge, LA, Attorneys for Defendant/Appellee, Syngenta Crop Protection, Inc.

Before WHIPPLE, C.J., WELCH, and DRAKE, JJ.

DRAKE, J.

In this dispute concerning the scope and payment for work performed constructing a chemical processing plant, Cajun Constructors, Inc.(Cajun) appeals a motion for summary judgment granted in favor of Syngenta Crop Protection, Inc.(Syngenta), dismissing Cajun's claims against Syngenta, with prejudice.Cajun also seeks review of the trial court's interlocutory ruling denying its motion for partial summary judgment.For the reasons that follow, we affirm.

FACTS AND PROCEDURAL HISTORY

This case involves a state law contract dispute between two Louisiana companies and a lien filed pursuant to the Louisiana Private Works Act (LPWA).SeeLa.R.S. 9:4801 et seq.Syngenta owns and operates a large industrial plant in St. Gabriel, Louisiana in Iberville Parish (Syngenta plant), that synthesizes and formulates certain compounds used in products for agricultural use.One of the byproducts of operations at the Syngenta plant is hydrochloric acid.Around 2003, Syngenta was approached by individuals from Texas who asserted they could convert the hydrochloric acid by-product Syngenta produced at its plant into marketable liquid calcium chloride (CaCl₂).These individuals eventually formed an entity called EcoProduct.¹

Subsequently, Syngenta and EcoProduct entered into a lengthy, detailed agreement dated September 29, 2004.The agreement granted to EcoProduct a lease of approximately five acres of immovable property within the Syngenta plant for the construction of a CaCl₂conversion facility (CaCl₂facility).The 2004 agreement between Syngenta and EcoProduct stated that the CaCL facility would be "engineered, designed, constructed[,] and owned by EcoProduct on Syngenta property leased to EcoProduct."During Phase I of the agreement, EcoProduct would construct the CaCl₂facility; during Phase II, EcoProduct would complete the start-up of the CaCl₂facility; and during Phase III, the CaCl₂facility would be fully operational and commercial.

EcoProduct issued a request to Cajun to bid on the project to build the CaCl₂facility.On June 30, 2005, EcoProduct issued three separate purchase orders to Cajun to perform the (i) site preparation work; (ii) fabrication and erection of structural steel; and (iii) mechanical construction services required for the construction of the CaCl₂facility.The bid proposal and other documents pertinent to the construction of the facility identified EcoProduct as "owner" and Cajun as "contractor."EcoProduct is not a licensed contractor in the State of Louisiana.²

Construction of the facility, Phase I, was completed by December 2005.Cajun submitted invoices for payment to EcoProduct, identifying EcoProduct as owner.Cajun was paid by EcoProduct for the work it had performed pursuant to the June 30, 2005 purchase orders, less a retainage amount for the mechanical construction services, which was disputed by EcoProduct.

Following the completion of construction of the CaCl₂facility, EcoProduct asked Cajun to assist with the start-up of the facility, Phase II.EcoProduct agreed that Cajun would be paid on a time and material basis for the start-up work it performed.Cajun subsequently performed start-up related work on the CaCl₂facility, but contended that EcoProduct failed to pay all of the invoices submitted for the start-up work.Specifically, Cajun contends EcoProduct failed to pay fourteen of twenty-eight invoices submitted for the start-up work.In total, Cajun claimed it was owed approximately $1.5 million for the June 30, 2005 purchase order retainage and for its performance of start-up work on the CaCl₂facility.

On August 8, 2006, Cajun timely recorded a statement of claim and privilege against Syngenta's property for the sums allegedly owed to Cajun for work it performed on the CaCl₂facility.

On October 13, 2006, Cajun filed a petition to enforce lien and for damages against EcoProduct, Syngenta, and numerous other parties³ in the Eighteenth Judicial District Court for the State of Louisiana.On November 22, 2006, Cajun filed an amended statement of claim and privilege, increasing its claim to $1,547,152.08.Cajun also sought damages for breach of contract, fraudulent inducement, negligent misrepresentation, unjust enrichment, as well as costs and attorneys' fees.EcoProduct removed the case to the United States District Court for the Middle District of Louisiana on the basis of diversity jurisdiction; however, the case was remanded to state court in May 2007.

By written correspondence dated October 16, 2007, Syngenta terminated the September 29, 2004 agreement with EcoProduct for numerous breaches, including the fact that the CaCl₂facility was not fully operational and commercial.Syngenta demanded that EcoProduct begin the process of removing the CaCl₂facility from the Syngenta plant.When EcoProduct failed to remove its CaCl₂facility, Syngenta noticed EcoProduct, via written correspondence dated April 3, 2008, that Syngenta was taking ownership of EcoProduct's CaCl₂facility.

Syngenta filed a motion for summary judgment in February 2009, addressing all of Cajun's claims.The trial court denied Syngenta's motion without prejudice so as to afford the parties opportunity for further discovery.

Cajun filed its first supplemental, amended, and restated petition to enforce lien and for damages on July 23, 2009, adding claims for recovery based on intentional interference with contractual relations, single business entity doctrine, and a joint-venture theory.⁴Cajun subsequently filed its second supplemental, amended, and restated petition to enforce lien and for damages on October 19, 2009, adding a claim for attorneys' fees and costs pursuant to the open account statute.⁵

On August 2, 2010, EcoProduct filed a voluntary petition for bankruptcy in the United States Bankruptcy Court for the Southern District of Texas.⁶See11 U.S.C. § 101 et seq.Based on EcoProduct's bankruptcy filing, on November 12, 2010, Syngenta removed the case to the United States District Court for the Middle District of Louisiana, stating in its notice of removal that Syngenta intended to transfer the instant case to the bankruptcy proceeding in Texas.⁷

Following a motion for modification of the automatic stay filed by Cajun, the Texas bankruptcy court entered an order on April 8, 2011, permitting Cajun to resume litigation against Syngenta in the United States District Court for the Middle District of Louisiana.Syngenta had also requested a modification of the stay, requesting that it be permitted to initiate litigation addressing the ownership and the validity and ranking of encumbrances on the CaCl₂facility.

Cajun then filed a motion to transfer venue to the Texas bankruptcy court.Syngenta subsequently dismissed its claims against EcoProduct's bankruptcy estate and opposed the transfer of the case.The United States District Court for the Middle District of Louisiana remanded the case to state court on August 13, 2012.⁸

Syngenta filed a motion for partial summary judgment on April 25, 2013, seeking dismissal of Cajun's joint venture claims.Then, on May 8, 2013, Cajun and the EcoProduct bankruptcy trustee filed a joint motion to dismiss, without prejudice: (i) Cajun's claims against the EcoProduct bankruptcy trustee; and (ii) Cajun's claims against EcoProduct Solutions, GP, L.L.C.These parties agreed that any claims remaining between them would be submitted through the Texas bankruptcy court.Then, on June 3, 2013, Cajun, the EcoProduct bankruptcy trustee, and the Rogers parties filed a motion to dismiss the claims among them, with prejudice.Syngenta opposed both motions.The trial court ultimately granted the June 3, 2013 motion, dismissing with prejudice the claims among the Rogers parties, Cajun, and the EcoProduct bankruptcy trustee.Thereafter, Cajun also filed a motion for leave to file its third supplemental, amended, and restated petition to enforce lien and damages on July 9, 2013.⁹

On October 10, 2013, Cajun filed a motion for partial summary judgment on its LPWA claim against Syngenta.Cajun also filed, on October 30, 2013, a revised motion for leave to file its third amended petition.Syngenta opposed both motions, which were set for hearing on December 5, 2013.

Prior to the December 5, 2013 hearing, Cajun and Syngenta agreed to certain stipulations, which were placed on the record at the hearing.Cajun and Syngenta stipulated to a dismissal, without prejudice, of all claims as to all parties, except for Cajun's LPWA claim against Syngenta.Cajun reserved its right to pursue any claim it may have had against the EcoProduct bankruptcy estate trustee or any other party.Syngenta withdrew its motion for partial summary judgment(filed April 25, 2013) as moot.The trial court denied Cajun's motion for partial summary judgment(filed October 10, 2013), but granted its motion to file its third supplemental, amended, and restated petition to enforce lien and for damages, wherein Cajun asserted its LPWA claim against Syngenta.Following the hearing, the trial court rendered judgment on February 11, 2014.

Syngenta subsequently moved for summary judgment on February 13, 2014, on the basis that pursuant to the LWPA, specifically La.R.S. 9:4802 and 9:4806, Syngenta could not be liable to Cajun for the construction expenses that EcoProduct allegedly failed to pay.Cajun opposed...