128 So. 3d 1278
La. Ct. App.2013Background
- Plaintiff Allain, an architectural firm, was retained to provide architectural services for a work release facility and was not paid.
- Defendants Lehman and Andersen allegedly acted on behalf of Louisiana Work Release Systems, LLC, and argued they were not personally liable.
- The trial court found a contract existed (price not agreed) and awarded Allain $57,637.50 (46,200 for services + 11,437.50 for engineering fees).
- The court held defendants failed to disclose LLC status, making Lehman and Andersen personally liable.
- On appeal, defendants argued the engineering-fee claim prescribed and questioned the method of calculating fees; the record included emails and project work supporting the contract.
- The project was a fast-track, with Allain producing substantial work product and submittals.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the trial court properly held the individuals liable | Allain argues the principals contracted personally and failed to disclose status. | Lehman/Andersen contend they acted only as LLC agents and are not personally liable. | Yes; individuals liable for damages. |
| Whether damages were properly calculated without a fixed contract price | Allain contends reasonable value supports the award based on project time and costs. | Lehman/Andersen claim no agreed price and challenge hourly basis. | Damages properly awarded as reasonable value. |
| Whether the claim for engineering fees prescribed | Allain maintains the contract-based damages fall within open-account/fees. | Defendants assert three-year prescription applies to engineering fees. | Prescription not established; court denial affirmed. |
Key Cases Cited
- Bordelon v. Comeaux Furniture & Appliance, Inc., 705 So.2d 740 (La. 1998) (implied contract; reasonable value for services)
- Morphy, Makofsky & Masson, Inc. v. Canal Place, 538 So.2d 569 (La. 1989) (reasonable value for services; equitable standard)
- Tallulah Constr., Inc. v. Ne. La. Delta Cmty. Dev. Corp., 982 So.2d 225 (La. App. 4 Cir. 2008) (abuse-of-discretion standard for damages)
- Irrigation Mart, Inc. v. Gray, 965 So.2d 988 (La. App. 2 Cir. 2007) (mandatary-disclosure; personal liability when status not disclosed)
- Brown v. Ardoin, 663 So.2d 194 (La. App. 3 Cir. 1995) (duty to disclose representative status; contract with party’s representation)
- Ransom v. Ransom, 54 So.3d 1287 (La. App. 3 Cir. 2012) (testimony corroboration for contract; open-account/open-claims)
- Clinkscales v. Columns Rehab. & Ret. Ctr., 6 So.3d 1033 (La. App. 3 Cir. 2009) (contract interpretation; manifest-error review)
- Martin Home Ctr., Inc. v. Stafford, 434 So.2d 673 (La. App. 3 Cir. 1983) (corporate/officer liability; disclosure requirements)