Charming Charlie, Inc. v. Perkins Rowe Associates, L.L.C.
97 So. 3d 595
La. Ct. App.2012Background
- Charming Charlie sued Perkins Rowe Associates, L.L.C. and Spinosa for breach of a May 4, 2009 lease and related damages, including a construction allowance of $682,500.
- Charming Charlie also alleged Spinosa, as Perkins’ managing member, was personally liable as alter ego and through fraudulent inducement.
- Perkins and Spinosa answered; Spinosa raised a peremptory exception of no cause of action as to claims against him personally, which the district court sustained.
- The district court dismissed Spinosa from the suit; Charming Charlie appealed, arguing the petition stated a valid cause of action against Spinosa individually.
- Louisiana law requires de novo review of no-cause-of-action exceptions; the court must accept well-pled facts as true for purposes of determining if a remedy exists.
- On de novo review, the court held the petition’s allegations were conclusory and failed to plead alter ego or fraud against Spinosa with specificity; however, amendment could cure defects.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether petition states a cause of action against Spinosa individually. | Spinosa is Perkins’ alter ego; personal liability arises from actions and knowledge. | Perkins and Spinosa are separate entities; no specific facts prove alter ego or personal fraud. | No cause of action stated; allegations are conclusory and lack specific facts. |
| Whether the no-cause-of-action dismissal can be cured by amendment. | Amendment could allege specific facts to state a cause of action against Spinosa. | If no facts exist, amendment cannot cure the defect. | Dismissal reversed to allow amendment; remanded for petitioner to amend within a reasonable time. |
Key Cases Cited
- Scheffler v. Adams and Reese, LLP, 950 So.2d 641 (La. 2007) (de novo review of no-cause-of-action exception; accept pleadings as true)
- Glod v. Baker, 851 So.2d 1255 (La.App. 3d Cir. 2003) (LLC members generally not personally liable absent fraud)
- Imperial Trading Co., Inc. v. Uter, 837 So.2d 663 (La.App. 1st Cir. 2002) (piercing corporate veil; exceptions for personal liability)
- Riggins v. Dixie Shoring Company, Inc., 590 So.2d 1164 (La. 1991) (alter-ego and veil-piercing standards; factors considered)
- Terrebonne Concrete, LLC v. CEC Enterprises, 76 So.3d 502 (La.App. 1st Cir. 2011) (fraud elements and piercing veil considerations; specificity required)