AMY, Judge.
The plaintiff filed suit seeking to enforce a commercial pledge agreement against the defendant. The defendant, Lyon Interests, Inc., contended that the pledge agreement was unenforceable because it was made without proper corporate authority. After a trial, the trial court found that the agreement was enforceable
The record indicates that two brothers, Gilbert Lyon, Jr. and Emery Lyon, grew rice until, after an unsuccessful crop in 2007, they decided to leave the farming business. However, in 2008, Gilbert and his grandson, Gilbert Lyon, IV ("Gil"), decided to start farming on the Lyon brothers' land, using farming equipment owned by the defendant, Lyon Interests, Inc.
According to the record, Gil and his wife, Denise, obtained an agricultural loan from MidSouth Bank in the amount of $151,820.00 on April 1, 2008, which matured on March 15, 2009 ("2008 Loan"). Lyon Interests, through its president, Gilbert, signed a commercial security agreement listing Lyon Interests' equipment as collateral for the 2008 Loan. As a further part of the 2008 Loan package, Lyon Interests executed a corporate resolution authorizing Gilbert to grant security for any of Gil and Denise's obligations. According to MidSouth's records, the 2008 Loan was paid off on December 17, 2008.
The record indicates that Gil and Denise obtained a subsequent crop loan in the amount of $248,340.00 on January 27, 2009 ("2009 Loan"). Although the record indicates that Lyon Interests, again through Gilbert, executed a new commercial pledge agreement for 2009, the plaintiff stipulated that no new corporate resolution was executed. The collateral described in the 2009 commercial pledge agreement is the "EXISTING COMMERCIAL SECURITY AGREEMENT DATED 04-01-08 COVERING ALL EQUIPMENT. EXECUTED BY LYON INTERESTS, INC."
Both the 2008 Loan and the 2009 Loan were further secured by an unlimited guaranty executed by the plaintiff, Dr. Lee J. Monlezun. After Gil and Denise defaulted on the 2009 Loan, MidSouth called in its guaranty and negotiated the 2009 promissory note and accessory documents to Dr. Monlezun. Dr. Monlezun then brought this action, seeking to enforce the commercial pledge agreement against Lyon Interests' farming equipment. Lyon Interests responded, alleging that there was no 2009 resolution authorizing Gilbert to use Lyon Interests' farming equipment as collateral for Gil and Denise's obligations and that the payment of the 2008 Loan prevented the 2008 commercial security agreement from being used to secure the 2009 Loan. Additionally, Emery intervened, asserting that he had a security interest in the equipment, arising from repairs he made to the equipment, and, among other things, that his signature on the 2008 corporate resolution was a forgery.
Lyon Interests filed a request for injunction contending that Dr. Monlezun had inappropriately requested executory process. After a hearing, the trial court found that there were deficiencies in the 2008 corporate resolution and that the action must be converted to ordinary process. The trial court also issued a stay of the sheriff's sale of Lyon Interests' equipment.
Subsequently, a trial was held and the trial court took the matter under advisement. The trial court, in its reasons for judgment, found that Emery did sign the 2008 corporate resolution. Further, the trial court found that the resolution permitted
Lyon Interests appeals, asserting the following as error:
Lyon Interests' first three assignments of error are concerned with whether the trial court erred in finding that the 2009 commercial pledge agreement was enforceable against Lyon Interests' farming equipment. Lyon Interests specifically contends that the trial court erred in finding that the 2008 Loan was paid off in 2009. Thus, according to Lyon Interests, due to that error, the trial court failed to find that the 2008 Loan and all of its documents were extinguished by payment and erroneously found that the 2009 commercial pledge agreement was enforceable against Lyon Interests' farming equipment.
Louisiana appellate courts review both law and facts. S.J. v. Lafayette Parish Sch. Bd., 09-2195 (La.7/6/10), 41 So.3d 1119. Factual findings are reviewed under the "manifestly erroneous or clearly wrong" standard. Id. at 1127. In order to reverse a factual determination of the trial court, the appellate court must first find that a reasonable factual basis does not exist for the finding and that the record establishes that the finding is clearly wrong. Id. In cases where there are two permissible views of the evidence, the fact finder's choice between them cannot be manifestly erroneous. Id. "However, where documents or objective evidence so
If the court of appeal finds that the trial court committed a manifest error of fact or a reversible error of law, the appellate court must then conduct a de novo review of the record and render a judgment on the merits. Siverd v. Permanent Gen. Ins. Co., 05-973 (La.2/22/06), 922 So.2d 497. In making such a finding, the appellate court "must do more than simply review the record for some evidence which supports or controverts the trial court's findings; it must instead review the record in its entirety to determine whether the trial court's finding was clearly wrong or manifestly erroneous." Id. at 499. Thus, the appellate court may not reverse if the trial court's findings are reasonable in light of the record as a whole, even if the appellate court is convinced that it would have weighed the evidence differently if sitting as the trier of fact. Id.
At the hearing on the request for injunction, Mr. Broussard testified that the 2008 Loan was paid off in the spring of 2009. However, he also testified that he was "not positive" that the 2008 Loan was still outstanding when the 2009 Loan was issued. At trial, he testified that the 2008 Loan was paid off by December 18, 2008 and that Gil and Denise did not owe any money at the time the 2009 Loan was made. Additionally, records from MidSouth Bank showing a payoff of the 2008 Loan on December 18, 2008, were introduced into the record.
After the trial, in its reasons for judgment, the trial court found that the 2008 Loan was "eventually paid in full in 2009." In Lyon Interests' estimation, this is significant because it alleges that the payment of the 2008 Loan extinguished the 2008 Loan and all accessory documents, including the 2008 corporate security agreement and the 2008 corporate resolution. However, even assuming that the trial court's finding was in error, "the mere discovery of an error does not, of itself, automatically equate with prejudice, nor does the mere discovery of an error justify an appellate court's de novo review." Wooley v. Lucksinger, 09-571, 09-584, 09-545, 09-586, p. 92 (La.4/1/11), 61 So.3d 507, 581. Further, we note that "appellate courts review judgments, not reasons for judgment" and "oral or written reasons for judgment form no part of the judgment." Id. at 572. In this case, any error was as to a collateral issue, as discussed below, and did not affect the trial court's ultimate determination. See Slaydon v. Cold Springs Hunting Club, Inc., 02-1397 (La.App. 3 Cir. 4/2/03), 842 So.2d 1187. Thus, we decline to conduct a de novo review of the record. See Russell v. H & H Metal Contractors, Inc., 11-27 (La.App. 3 Cir. 6/1/11), 65 So.3d 806.
Lyon Interests contends that, because the 2008 Loan was paid in full before the 2009 loan was issued, any obligations under the 2008 Loan and its accessory obligations are extinguished under the Louisiana Civil Code. Specifically, Lyon Interests relies on La.Civ.Code art. 1884, which states that "[s]ecurity given for the performance of the extinguished obligation may not be transferred to the new obligation without agreement of the parties who gave the security." However, even if the 2008 Loan was extinguished by payment on December 18, 2008, the collateral provided under the 2009 commercial security agreement could be transferred by agreement of the parties.
In other words, if Gilbert, as President of Lyon Interests, had the necessary
Bridges v. X Communications, Inc., 03-441, p. 9 (La.App. 5 Cir. 11/12/03), 861 So.2d 592, 598, writ denied, 03-3431 (La.2/20/04), 866 So.2d 830.
Further, a mandatary must have express authority in order to "buy, sell, contract a loan, acknowledge a debt, draw or endorse promissory notes, and generally where the acts to be done are not merely those of administration or such as facilitate such acts." Id. (quoting Pesson v. Kleckley, 526 So.2d 1220, 1225 (La.App. 3 Cir. 1988)). See also La.Civ.Code art. 2997.
A review of the record indicates that, at trial, Mr. Broussard testified that when Gil and Denise obtained the 2008 Loan, he had Gilbert and Emery, as the officers and shareholders of Lyon Interests, execute a corporate resolution. The 2008 corporate resolution, which was introduced into evidence, authorized Gilbert, as President
The 2008 corporate resolution also contained a "continuing validity" clause which stated that:
Although Emery conceded that the signature on the 2008 corporate resolution looked like his, he denied signing it. However, Emery testified that he signed "a guarantee that [Gil could] use the equipment for a year." According to Mr. Broussard's testimony, after he drove to Emery's house to get his signature on the corporate resolution, they discussed what the document was, and that the equipment would be collateral for Gil and Denise's loan.
Mr. Broussard testified that, in connection with the issuance of the 2009 Loan, Gilbert executed a commercial pledge agreement on behalf of Lyon Interests. He further testified that Gilbert never told him that he was not authorized to sign the commercial pledge agreement. Mr. Broussard also testified that Gilbert indicated that he understood what he was signing. Additionally, Mr. Broussard testified that he was never informed, in writing, that Lyon Interests, Gilbert, or Emery wanted the 2008 corporate resolution cancelled.
The trial court ultimately found that Emery did sign the 2008 corporate resolution. The trial court also found that the 2008 corporate resolution authorized Gilbert, as an officer of Lyon Interests, to enter into "any agreements of any nature" with MidSouth and that those agreements would bind the corporation. Further, the continuing validity clause entitled MidSouth to rely on the 2008 corporate resolution until it received written notice of its revocation. Because MidSouth never received any such revocation, the trial court found that it was entitled to rely on the resolution and that the 2009 commercial pledge agreement is enforceable against Lyon Interests' equipment.
We find no error in the trial court's reasoning or its conclusion that the 2009 commercial pledge agreement is enforceable against Lyon Interests' equipment. A review of the record indicates that the 2008 corporate resolution specifically authorizes Gilbert, as President of Lyon Interests, to:
Further, the 2008 corporate resolution provided that "[t]his Resolution shall be continuing, shall remain in full force and effect and Lender may rely on it until written notice of its revocation shall have been delivered to and received by Lender[.]" Thus, the plain language of the 2008 corporate resolution does not limit Gilbert's authorization to the 2008 Loan or the 2008 commercial security agreement. A review of the record supports the trial court's conclusions that Emery signed the 2008 corporate resolution and that MidSouth did not receive written notice of the revocation of the 2008 corporate resolution. Thus, MidSouth was entitled to rely on the resolution authorizing Gilbert to sign the 2009 commercial pledge agreement. Additionally, although the 2009 commercial pledge agreement references the 2008 commercial security agreement, it clearly contemplates encumbering "ALL EQUIPMENT" owned by Lyon Interests.
Therefore, we find that the trial court did not err in finding that the 2009 commercial pledge agreement was enforceable against Lyon Interests' equipment. These assignments of error are without merit.
In its fourth assignment of error, Lyon Interests contends that the trial court erred in failing to require Dr. Monlezun to prove the amount of his secured claim against Lyon Interests' farming equipment and in failing to include a specific dollar value in the judgment. Lyon Interests asserts that, due to this failure, there is no way to discern how any sale proceeds should be divided. Dr. Monlezun argues that the value of the claim is the debt owed under the 2009 promissory note and that no value can be assigned until the equipment is sold. Further, Dr. Monlezun contends that, if any of the debt has been extinguished by payment, the burden lies on Lyon Interests to prove payment.
A review of the record indicates that Lyon Interests failed to raise this issue in the trial court. "Where a party fails to raise an issue in the trial court in pleadings, in an opposition to a motion for summary judgment, or in a motion for new trial, the issue is not preserved for consideration on appeal." Stream Family Ltd. P'ship v. Marathon Oil Co., 09-561, p. 9 (La.App. 3 Cir. 12/23/09), 27 So.3d 354, 360, writ denied, 10-196 (La.4/16/10), 31 So.3d 1064. Therefore, we do not address this issue for the first time on appeal.
In its fifth assignment of error, Lyon Interests asserts that the trial court's rulings concerning the hearing on the injunction and trial are inconsistent. Lyon Interests contends that this violates the doctrine of law of the case and that the trial court's earlier findings should be binding.
In its reasons for judgment concerning the hearing on the injunction, issued July 8, 2010, the trial court found that the 2008 corporate resolution "expressly permitted pledging the farming equipment to the 2008 crop not the 2009 crop loan." However, in its reasons for judgment after trial, issued February 16, 2011, the trial court found that the language of the 2008 corporate resolution and the commercial security agreement "both indicate a `continuing' guaranty agreement, and by its clear language, the guaranty cannot be
The supreme court recently reiterated the "law of the case" doctrine in Arceneaux v. Amstar Corp., 10-2329, p. 7 (La.7/1/11), 66 So.3d 438, 448 (citations omitted), stating:
Generally, "[a]rgument is barred where there is merely doubt as to the correctness of the former holding, but not in cases of palpable former error or so mechanically as to accomplish manifest injustice." Bank One, Nat'l Assn v. Velten, 04-2001, p. 7 (La.App. 4 Cir. 8/17/05), 917 So.2d 454, 459 (quoting Petition of Sewerage and Water Board of New Orleans, 278 So.2d 81, 83 (La.1973)), writ denied, 06-40 (La.4/28/06), 927 So.2d 283, cert. denied, 549 U.S. 826, 127 S.Ct. 349, 166 L.Ed.2d 44 (2006). Further, the doctrine will not be applied to "supplant the Code of Civil Procedure provision which clearly permits a reconsideration of the overruling of peremptory exceptions" or "when the underlying, operative facts upon which the court's prior decision was based have changed." Id. We also note that "[t]he doctrine does not apply in the context of a trial court ruling on interlocutory issues or a transferee court being asked to consider a ruling of the transferor court." Land v. Vidrine, 10-1342, p. 9 (La.3/15/11), 62 So.3d 36, 42.
Here, there was neither a permanent injunction nor a "final decree" issued after the hearing on the injunction. Instead, the trial court issued a preliminary injunction, which is "essentially an interlocutory order issued in a summary proceeding incidental to the main demand for permanent injunctive relief." Bank One, Nat'l Ass'n, 917 So.2d 454, 458. Therefore, we conclude that the law of the case is inapplicable in this instance. This assignment of error is without merit.
For the foregoing reasons, the judgment of the trial court in favor of the appellee, Lee J. Monlezun, M.D., is affirmed. Costs of this proceeding are assessed to the appellant, Lyon Interests, Inc.