219 So. 3d 381
La. Ct. App.2017Background
- ETPOA filed a quo warranto petition challenging five individuals (Taranto, Morse, Orgeron, Africk, Edwards) who were declared winners in the February 11–12, 2015 board election, alleging invalid proxies and lack of quorum.
- After defendants raised peremptory and dilatory exceptions (no right of action; lack of procedural capacity), the trial court sustained the exceptions, allowed amendment, and plaintiffs (former directors) later substituted as plaintiffs.
- A summary hearing on the quo warranto was held; the trial court found defendants had shown authority to hold office and dismissed the petition with prejudice; plaintiffs’ motion for new trial was denied.
- Defendants moved on appeal to dismiss as moot because a new board was elected in 2017; the appellate court denied that motion because the new-election materials were not in the appellate record.
- On the merits the appellate court reviewed de novo the exceptions and for manifest error the factual findings about quorum, proxies, certification, and election procedure, ultimately affirming dismissal of the quo warranto.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Motion to dismiss appeal as moot | New board elected in 2017 makes dispute moot | Election fact not in appellate record; court may not consider outside records | Denied — cannot consider documents not in record on appeal |
| Peremptory exception: no right of action / Dilatory exception: lack of procedural capacity | Former directors (plaintiffs) claimed ETPOA Resolution authorized them to bring quo warranto | Defendants showed they were validly elected; plaintiffs no longer directors and lacked capacity to act for ETPOA | Affirmed — defendants established authority; plaintiffs lacked capacity to act on behalf of ETPOA |
| Validity of election — quorum and proxies | Proxies were invalid/not vetted; thus quorum not established and election invalid | 377 ballots cast (>50% of alleged 564 owners); proxies deemed regular unless specifically challenged before voting; certification stands | Affirmed — quorum shown by vote total; plaintiffs failed to challenge specific proxies or prove invalidity; certification and affidavits support results |
| Certification and vote-count procedures; meeting protocol | Certification was unauthorized; order of business and nomination procedures not followed, undermining election | Inspectors certified results; no evidence votes were miscounted; deviations were nonfatal and Board/custom vote cured procedural irregularities | Affirmed — certification and observers sufficient; procedural deviations did not taint outcome; no reversible error in excluding testimony requested at summary hearing |
Key Cases Cited
- Hardy v. Albert, 225 So.2d 127 (La. App. 4th Cir. 1969) (election of successors before appellate resolution can moot quo warranto challenge)
- Fisher v. Majestic Trucking, Inc., 35 So.3d 384 (La. App. 4th Cir. 2010) (appellate court will not consider facts or exhibits not in appellate record)
- Sattar v. Aetna Life Ins. Co., 671 So.2d 550 (La. App. 4th Cir. 1996) (denial of supervisory review does not preclude reconsideration on appeal from final judgment)
- Crutcher v. Tufts, 898 So.2d 529 (La. App. 4th Cir. 2005) (quo warranto is the proper procedure to try title to office in a private corporation; defendant bears burden to show authority)
- Menard v. City of New Orleans Enf't & Hearings Bureau, 108 So.3d 340 (La. App. 4th Cir. 2013) (describing narrow scope and burden allocation in quo warranto)
- Clay v. Clay, 389 So.2d 31 (La. 1979) (summary proceedings are conducted with rapidity and without ordinary procedural formalities)