Brennan's Inc. v. Colbert
85 So. 3d 787
La. Ct. App.2012Background
- Brennan’s, Inc. retained Baldwin Haspel and Kenyon & Kenyon to address potential trademark use conflicts with a cousin’s restaurant name.
- Kenyon & Kenyon represented that Colbert was an IP expert; an agreement regarding use of the Brennan name was drafted and signed by Pip Brennan.
- In 2000, Brennan’s, Inc. sued Dickie Brennan in federal court; Brennan’s, Inc. was awarded $250,000 but owed $2.5 million in fees to Colbert and his firm.
- Brennan’s, Inc. later sought to have the 1998 agreement declared null for lack of duration; court dismissed as res judicata.
- In 2005, Brennan’s, Inc. sued Colbert and Kenyon for legal malpractice; Kenyon asserted reconventional claims for unpaid fees against Brennan’s, Inc. and the Brennan brothers personally.
- Various summary-judgment motions were heard; the trial court granted summary judgment in favor of the Brennan brothers on personal liability and denied Kenyon’s cross-motion; the appeal concerned only those two rulings.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Piercing the corporate veil for personal liability | Kenyon seeks personal liability for Brennan’s debts via alter ego theory. | There was no agreement to bind brothers personally; formalities and lack of fraud preclude piercing. | No personal liability; veil not pierced. |
| Fraud, misrepresentation, or lack of corporate formalities as veil-piercing grounds | Evidence shows misrepresentations, lack of formalities, and related wrongdoing justify piercing. | Evidence does not prove personal promises or intent to defraud by any brother; corporate existence remained distinct. | Insufficient proof for alter ego/piercing. |
| Existence of written guarantees or promises to pay personally | Brothers promised to pay the firm’s bills in personal terms to induce further services. | Promises were made on behalf of Brennan’s, Inc., not personally by any brother. | No written personal obligation established. |
Key Cases Cited
- King v. Parish Nat’l Bank, 885 So.2d 540 (La. 2004) (summary judgment standards; de novo review)
- Samaha v. Ran, 977 So.2d 880 (La. 2008) (summary judgment de novo standard)
- Harvey v. Francis, 785 So.2d 893 (La. 2001) (material facts for summary judgment)
- Crutcher-Tufts Resources, Inc. v. Tufts, 992 So.2d 1091 (La. App. 4th Cir. 2008) (alter ego considerations; formalities)
- Haywood v. Louisiana Sugar Cane Prods., 692 So.2d 524 (La. App. 3d Cir. 1997) (corporate formalities and veil piercing)
- Riggins v. Dixie Shoring Co., 590 So.2d 1164 (La. 1991) (alter ego and corporate separation)