PETTIGREW, J.
In the instant appeal, plaintiffs challenge the trial court's March 8, 2017 judgment sustaining defendant's exception raising the objection of no cause of action and dismissing, with prejudice, plaintiffs' claims against defendant. For the reasons that follow, we reverse.
On October 19, 2009, CLB61, Inc. and SC & T, LLC (sometimes collectively referred to as "CLB") filed a petition naming Home Oil Company, LLC ("Home Oil") as the sole defendant. Plaintiffs alleged breach of contract by Home Oil and sought damages and attorney fees.
Plaintiffs filed a fourth supplemental and amending petition on April 21, 2016, attempting to set forth more detailed allegations regarding Chevron's breach of its fiduciary duty. Attached to the fourth supplemental and amending petition was a copy of a contract dated June 27, 2005, between Chevron and Home Oil, entitled "Investment Incentive Contract for Chevron Branded Retail Outlets" ("Marketer Agreement"). Plaintiffs asserted that CLB was a third-party beneficiary of the Marketer Agreement and that Home Oil was acting as Chevron's agent in its business dealings with CLB. In response to said petition, Chevron filed a second exception raising the objection of no cause of action and an exception raising the objection of prescription. On September 29, 2016, the trial court denied the prescription exception but sustained the no cause of action exception, allowing plaintiffs five days to amend their petition to state a cause of action.
On October 5, 2016, plaintiffs filed a fifth supplemental and amending petition, further detailing their claims against Chevron. In addition to the Marketer Agreement, plaintiffs also attached a copy of the Fuel Supply Agreement entered into by Home Oil and CLB61, Inc. Plaintiffs alleged that because Chevron established Home Oil as its agent through the Marketer Agreement, Chevron owed a fiduciary duty to CLB to ensure fair dealing between CLB and Home Oil in accounting and funds due CLB. Plaintiffs further alleged that because Chevron, through its point of sale credit card system, has control of most of the money from plaintiffs' retail sales, Chevron owes a fiduciary duty to plaintiffs with respect to those funds and breached that duty, in part, by allowing Home Oil to overcharge for Chevron's fuel. Plaintiffs again asserted that CLB was a third-party beneficiary of the Marketer Agreement between Chevron and Home Oil.
Chevron once again filed exceptions raising the objections of no cause of action and prescription. The no cause of action exception proceeded to a hearing before the trial court on February 13, 2017. After considering the pleadings and the argument of counsel, the trial court sustained Chevron's exception and dismissed, with prejudice, all claims against Chevron. The trial court signed a judgment in accordance with these findings on March 8, 2017. It is from this judgment that plaintiffs have appealed. The sole issue presented for our review is whether the trial court erred in sustaining Chevron's exception raising the objection of no cause of action.
The function of the peremptory exception of no cause of action is to test the legal sufficiency of the petition by determining whether the law affords a remedy on the facts alleged in the pleading.
In the present case, as previously noted, plaintiffs' petitions contained annexed documents, which this court must consider on our review of the exception raising the objection of no cause of action. The only documentary evidence that may be considered on an exception raising the objection of no cause of action is that which has been annexed to the petition, unless the evidence is admitted without objection to enlarge the petition.
In reviewing a trial court's ruling sustaining an exception raising the objection of no cause of action, the appellate court conducts a de novo review. The exception raises a question of law, and the trial court's decision is based only on the sufficiency of the petition.
When a petition states a cause of action as to any ground or portion of the demand, an exception raising the objection of no cause of action must be overruled. Thus, if the petition sets forth a cause of action, none of the other causes of action may be dismissed based on an exception pleading the objection of no cause of action. Further, any doubts are resolved in favor of the sufficiency of the petition.
As previously indicated, plaintiffs asserted a claim against Chevron as third-party beneficiaries of the Marketer Agreement between Chevron and Home Oil. Plaintiffs
The Louisiana Civil Code provides that a contracting party may stipulate a benefit for a third person called a third-party beneficiary. La. Civ. Code art. 1978. A contract for the benefit of a third party is referred to as a "stipulation pour autrui."
Generally, the existence of a fiduciary duty and the extent of that duty depend upon the facts and circumstances of the case and the relationship of the parties. Basically, for a fiduciary duty to exist, there must be a fiduciary relationship between the parties.
We have reviewed all of plaintiffs' petitions, including the fifth supplemental and amending petition, and are able to derive the causes of action asserted by plaintiffs. Accepting all of the allegations in the petitions and annexed documents as true, we find plaintiffs have stated a cause of action against Chevron for breach of fiduciary duty and as third-party beneficiaries of the Marketer Agreement.
Pursuant to these contracts, plaintiffs, Chevron, and Home Oil were bound in a 10-year contractual relationship. Reviewing the language of the Marketer Agreement, it is clear that plaintiffs were established as Chevron branded retail outlets. Plaintiffs benefitted from being Chevron branded retail outlets by participating in Chevron's incentive programs and receiving financial support from Chevron. Many of these benefits, however, were dependent upon plaintiffs meeting certain obligations and requirements set forth in the Marketer Agreement. Moreover, it seems clear that the Marketer Agreement and Fuel Supply Agreement provided Chevron with a way to have Home Oil act on its behalf, while still maintaining control of what funds were to be paid plaintiffs for fuel sales. Plaintiffs set forth numerous allegations of fact concerning instances of Chevron's breach of the fiduciary duty owed to them. Assuming as true those facts averred in the petitions, we find plaintiffs' fifth supplemental and amending petition sufficiently sets forth causes of action against Chevron. Thus, the trial court erred in sustaining Chevron's exception based on the failure of plaintiffs' petition to state a cause of action and in dismissing plaintiffs' claims against Chevron.
For the above and foregoing reasons, we reverse the March 8, 2017 judgment of the trial court and remand this matter to the trial court for further proceedings consistent with this opinion. We assess all costs associated with this appeal against defendant, Chevron U.S.A., Inc.
Guidry, J., concurs.
Crain, J. concurs and assign reasons.
CRAIN, J., concurring.
I do not believe the Marketer Agreement, which is attached to the fifth supplemental petition and must be considered by the court in the disposition of the exception, creates a stipulation pour autrui in favor of the plaintiffs. However, the petition does state a cause of action with respect to Chevron's alleged use of the plaintiffs' funds to ostensibly allow Home Oil to overcharge the plaintiffs for Chevron's fuels. That claim is set forth in the following factual allegations, which, at this stage of the proceeding, must be accepted as true: (1) "CHEVRON held in trust almost all of the funds due plaintiffs from CHEVRON sales," (2) "CHEVRON would then send the money from those sales to HOME OIL," and (3) "CHEVRON violated its fiduciary duty to plaintiffs ... by allowing HOME OIL to overcharge for all fuels." Whether invoking a contractual or fiduciary duty, these allegations are sufficient to state a cause of action against Chevron. See La. Civ. Code art. 1927; Morphy, Makofsky & Masson, Inc. v. Canal Place 2000, 538 So.2d 569, 573 (La. 1989). Because one basis for relief is sufficient to maintain the petition, it is not necessary to consider whether the petition states a cause of action in agency. See Everything on Wheels Subaru, Inc. v. Subaru South, Inc., 616 So.2d 1234, 1239 (La. 1993).