186 So. 3d 103
La. Ct. App.2015Background
- Glenn and Sandra Wilson sued Acadiana Home Design, L.L.C. and Murry Daniels alleging defective residential plans and negligent supervision leading to water intrusion and other construction defects.
- Acadiana Home Design is an LLC; Daniels and his wife are the only members. Daniels did not personally participate in the project and first met the Wilsons after suit was filed.
- The parties had no signed written contract; the Wilsons purchased a stock plan and paid an invoice issued to "Vic Sages / Acadiana Home Design, LLC." Revisions were made by an employee (Victor Sage) per the Wilsons’ instructions.
- The plans bore a printed disclaimer stating the drafting service stamps no liability for structural or architectural integrity and that contractors/owners bear responsibility for errors/omissions. The Wilsons did not sign or initial the plans and dispute noticing the disclaimer when they purchased/used the plans.
- The trial court granted summary judgment dismissing claims against Acadiana Home Design and Daniels based on the disclaimer and lack of supervision agreement, but denied summary judgment on prescription and the LLC-member liability issue. The Wilsons appealed; defendants answered the appeal seeking review of the denied grounds.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Enforceability of disclaimer of liability on plans | Wilsons: they never consented; disclaimer not part of any signed contract | Defendants: purchase/use of plans and payment constituted acceptance of disclaimer | Reversed: disputed factual issue (actual or constructive notice) precludes summary judgment; consent not established as a matter of law |
| Liability for negligent supervision of construction | Wilsons: defendants performed architect-like services and thus had duty to supervise | Defendants: no contract or agreement to supervise; invoice limited to plans and revisions; no involvement in construction | Affirmed: no evidence defendants agreed to supervise; claims dismissed as outside scope of services |
| Liability for design change to balcony (engineer removed column) | Wilsons: still claim design defects for balcony | Defendants: balcony redesign by engineer removed their responsibility | Reversed: insufficient evidence that redesign removed entire balcony design from defendants’ scope; material fact issue remains |
| Personal liability of Daniels as LLC member | Wilsons: Daniels is owner of plans and should be personally liable | Defendants: LLC shields member; no personal role in project | Granted for defendant: Daniels not personally liable under La. R.S. 12:1320; exceptions (fraud, negligent/wrongful act, breach of professional duty) not met |
| Prescription (statute of limitations) for claims against LLC | Wilsons: claims are contractual (ten-year prescriptive period) | Defendants: claims are tort/delictual (one-year prescriptive period) | Denial of summary judgment on prescription affirmed: claims are based in contract (contract for preparation of plans) and ten-year prescriptive period applies |
Key Cases Cited
- United States Fidelity & Guaranty Co. v. Dixie Parking Serv., 262 So.2d 365 (La. 1972) (customer must have attention directed to limitation for disclaimer to bind)
- Colgin v. Sec. Storage & Van Co., 23 So.2d 36 (La. 1945) (limiting clause must be part of original contract or amendatory contract with mutual assent)
- Ogea v. Merritt, 130 So.3d 888 (La. 2013) (LLC members generally shielded from company liabilities; exceptions narrowly construed)
- Nunez v. Pinnacle Homes, L.L.C., 180 So.3d 285 (La. 2015) (personal liability of LLC member is the exception; negligent/wrongful-act exception requires duty outside contractual obligations)
- Banner Chevrolet v. Wells Fargo Guard Servs., 508 So.2d 966 (La. App. 4 Cir. 1987) (limitations of liability enforceable when parties clearly express intent)