Camsoft Data Sys., Inc. v. S. Elecs. Supply, Inc.

• Decision Date: 02 July 2019
• Docket Number: 2019 CW 0513,2019 CA 0732
• Parties: CAMSOFT DATA SYSTEMS, INC. v. SOUTHERN ELECTRONICS SUPPLY, INC. AND ACTIVE SOLUTIONS, LLC
• Court: Court of Appeal of Louisiana — District of US

CAMSOFT DATA SYSTEMS, INC.
v.
SOUTHERN ELECTRONICS SUPPLY, INC.
AND ACTIVE SOLUTIONS, LLC

2019 CA 0732
2019 CW 0513

STATE OF LOUISIANA COURT OF APPEAL FIRST CIRCUIT

July 2, 2019

NOT DESIGNATED FOR PUBLICATION

Appealed from the Nineteenth Judicial District Court Parish of East Baton Rouge State of Louisiana

Case No. 582,741

The Honorable Janice Clark, Judge Presiding

Michael T. Beckers
Brent P. Frederick
Danielle N. Goren
Tiffany T. Kopfinger
Baton Rouge, Louisiana

Counsel for Defendants/Appellants
MMR Constructors, Inc., MMR Group,
Inc. & MMR Offshore Services, Inc.

Jason L. Melancon
Robert C. Rimes
R. Lee Daquanno, Jr.
Frank Tomeny, III
Baton Rouge, Louisiana
and
Marx D. Sterbcow
New Orleans, Louisiana
and
Mark D. Plaisance
Marcus J. Plaisance
Prairieville, Louisiana

Counsel for Plaintiff/Appellee
CamSoft Data Systems, Inc.

Karli Glascock Johnson
Vance A. Gibbs
Tara M. Madison
Baton Rouge, Louisiana
and
James C. Grant
Christopher A. Riley
Elizabeth Helmer
Michael P. Kenny
Atlanta, Georgia

Counsel for Defendants/Appellees
Dell, Inc. & Dell Marketing, L.P.

Page 2

Gus A. Fritchie, III
New Orleans, Louisiana

Counsel for Defendant/Appellee
Continental Casualty Company

Christine Lipsey
Amanda Stout
Baton Rouge, Louisiana
and
Mark J. Chaney
New Orleans, Louisiana
and
Christopher H. Toll
Pro Hac Vice
Greenwood Village, Colorado

Counsel for Defendant/Appellee
Ciber, Inc.

BEFORE: CRAIN, THERIOT, and HOLDRIDGE, JJ.

Page 3

THERIOT, J.

In this appeal, MMR Constructors, Inc., MMR Group, Inc., and MMR Offshore Services, Inc. (sometimes referred to collectively as "MMR") seek review of the trial court's judgment denying their Motion for Partial Summary Judgment on Successor Liability. For the following reasons, we affirm the trial court's judgment and deny the companion writ application, referred to this panel, as moot.

FACTS AND PROCEDURAL HISTORY

The facts and procedural history are laid out in more detail in this court's opinion in CamSoft Data Systems, Inc. v. Southern Electronics Supply, Inc., 2019-0730 (La. App. 1st Cir. 7/2/19) (unpublished) also issued this date.

Relevant hereto, CamSoft Data Systems, Inc. ("CamSoft") asserts that although MMR did not take part in the New Orleans Crime Camera Project, MMR legally stepped into the shoes of one of the main parties, NetMethods, LLC, through an assets and liabilities purchase and is therefore liable for the tortious acts of its agents and employees via successor liability. MMR filed a motion for partial summary judgment on successor liability, contending that CamSoft cannot produce evidence to establish that MMR is a successor to NetMethods such that successor liability applies. MMR argues it was merely a subcontractor of NetMethods on a project wholly unrelated to the Crime Camera Project referred to as the "Ferry Boat Project." In connection with the Ferry Boat Project, MMR billed over $330,000.00 to NetMethods. NetMethods was struggling financially, so in May 2009, MMR agreed to an assignment of proceeds for work performed by NetMethods to be paid to MMR in order to pay the outstanding balance owed to MMR. Additionally, MMR agreed to employ several of NetMethods' employees and to retain Mark St. Pierre ("St. Pierre"), the owner of NetMethods, as a consultant on potential expansion of its own business into the offshore industry. According to MMR, there was never any agreement to purchase NetMethods in its entirety or to assume any prior

Page 4

obligations of NetMethods; instead, it was an agreement to hire new employees in an attempt to expand MMR's current business.¹ MMR asserts it is entitled to partial summary judgment on the issue of successor liability because CamSoft has failed to produce any evidence that MMR assumed the liabilities of NetMethods.²

After a hearing, the trial court signed a judgment on April 2, 2019, denying MMR's motion for partial summary judgment on successor liability. From this judgment, MMR appeals pursuant to La. R.S. 51:135.³

SUMMARY JUDGMENT AND THE STANDARD OF REVIEW

A motion for summary judgment is a procedural device used to avoid a full scale trial when there is no genuine issue of material fact. M/V Resources LLC v. Louisiana Hardwood Products LLC, 2016-0758, p. 8 (La. App. 1st Cir. 7/26/17), 225 So.3d 1104, 1109, writ denied, 2017-1748 (La. 12/5/17), 231 So.3d 624. A motion for summary judgment is properly granted if, after an opportunity for adequate discovery, the motion, memorandum, and supporting documents show that there is no genuine issue as to material fact and that the mover is entitled to judgment as a matter of law. La. Code Civ. P. art. 966(A)(3). The burden of proof rests with the mover. Nevertheless, if the mover will not bear the burden of proof at trial on the issue that is before the court on the motion for summary judgment, the mover's burden on the motion does not require him to negate all essential elements of the

Page 5

adverse party's claim, action, or defense, but rather to point out to the court the absence of factual support for one or more elements essential to the adverse party's claim, action, or defense. The burden is on the adverse party to produce factual support sufficient to establish the existence of a genuine issue of material fact or that the mover is not entitled to judgment as a matter of law. La. Code Civ. P. art. 966(D)(1). In determining whether summary judgment is appropriate, appellate courts review evidence de novo under the same criteria that govern the trial court's determination of whether summary judgment is appropriate. M/V Resources LLC, 2016-0758 at p. 9, 225 So.3d at 1109.

A fact is material if it potentially ensures or precludes recovery, affects a litigant's ultimate success, or determines the outcome of the legal dispute. A genuine issue of material fact is one to which reasonable persons could disagree. If reasonable persons could reach only one conclusion, there is no need for trial on that issue and summary judgment is appropriate. Doyle v. Lonesome Development, Limited Liability Company, 2017-0787, p. 6 (La. App. 1st Cir. 7/18/18), 254 So.3d 714, 718-19, writ denied, 2018-1369 (La. 11/14/18), 256 So.3d 291, quoting Jackson v. City of New Orleans, 2012-2742, pp. 5-6 (La. 1/28/14), 144 So.3d 876, 882, cert. denied, — U.S. —, 135 S.Ct. 197, 190 L.Ed.2d 130 (2014). Because it is the applicable substantive law that determines materiality, whether a particular fact in dispute is material can be seen only in light of the substantive law applicable to the case. Succession of Hickman v. State Through Board of Supervisors of Louisiana State University Agricultural and Mechanical College, 2016-1069, p. 5 (La. App. 1st Cir. 4/12/17), 217 So.3d 1240, 1244.

Although summary judgments are now favored, factual inferences reasonably drawn from the evidence must be construed in favor of the party opposing the motion, and all doubt must be resolved in the opponent's favor. Quality

Page 6

Environmental Processes, Inc. v. Energy Development Corporation, 2016-0171, p. 14 (La. App. 1st Cir. 4/12/17), 218 So.3d 1045, 1059.

DISCUSSION

MMR's Motion for Partial Summary Judgment on Successor Liability and the opposition thereto conflate arguments as if they apply to all three MMR corporations by collectively referring to the three corporations as "MMR." However, all three corporations are separate legal entities. The sole owner of MMR Group is James B. Rutland. MMR Group is the sole shareholder of its subsidiary, MMR Constructors. MMR Offshore Services is a former subsidiary of MMR Group, but it has since been merged into MMR Constructors. A parent company is not liable for the acts of its...