Hill International, Inc. v. JTS Realty Corporation, Perkins Rowe Associates, L.L.C. and Perkins Rowe Associates II, L.L.C. ( 2021 )


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  •                                STATE OF LOUISIANA
    COURT OF APPEAL
    FIRST CIRCUIT
    2021 CA 0157
    HILL INTERNATIONAL, INC.
    VERSUS
    JTS REALTY CORPORATION, PERKINS ROWE ASSOCIATES,
    L.L.C., AND PERKINS ROWE ASSOCIATES II, L.L.C.
    JUDGMEN"r RENDERED:         OCT 2 0 2022
    Appealed from
    The Nineteenth Judicial District Court
    Parish of East Baton Rouge • State of Louisiana
    Docket Number 591, 590 • Section 27
    The Honorable Trudy M. White, Presiding Judge
    Juston M. O' Brien                                     COUNSEL l OR APPELLANT
    Brad M. Barback                                        DEFFNDANI'--Glen R. Jarrell,
    Baton Rouge, Louisiana                                 Trustee of the Spinosa Class
    James E. Moore Jr.                                    COUNSEL FOR APPELLANTS
    Brian L. McCullough                                   DEFENDANTS--- JTS Realty
    Baton Rouge, Louisiana                                Corporation; JTS Realty Services,
    L. L. C.; JTS Management
    Company, L. L.C.; Perkins Rowe
    Associates, L.L. C.; Perkins Rowe
    Associates II, L.L.C.; and Joseph
    T. " Tommy" Spinosa
    David M. Moragas                                      COUNSEL FOR APPELLEE
    Mandeville, Louisiana                                 PLAINTIFF— Hill International,
    and                                                Inc.
    John Lynd, pro hac vice
    Houston, Texas
    BEFORE: MCCLENDON, WELCH, AND THERIOT, JJ.
    WELCH, J.
    In this suit on an open account, defendants appeal an amended judgment
    rendered after a one -day bench trial that awarded the plaintiff damages, interest,
    and attorney' s fees. For the following reasons, we recall our rule to show cause
    order and maintain the appeals. We affirm in part and reverse in part.
    FACTS AND PROCEDURAL HISTORY
    This lawsuit arises out of conflicts concerning the construction of the
    Perkins Rowe mixed-use development in Baton Rouge, Louisiana.                      On May 31,
    2006, Perkins Rowe Associates, LLC (" PRA") contracted with EMJ Corporation
    EMJ") to perform certain work on the Perkins Rowe project (" the Project"). For
    various reasons, including alleged irregularities with costs associated with the work
    performed        by   EMJ,   the   contract between   PRA       and   EMJ    was    terminated.
    Subsequently, EMJ sued PRA and Perkins Rowe Associates II, LLC (" PRAII")
    collectively referred to as the " PRA entities").
    To     defend the EMJ         lawsuit, Joseph T.    Spinosa (" Mr. Spinosa") the
    manager,     a    member,    and    an   owner   of the   PRA    entities— approached           Hill
    International, Inc. (" Hill") around September 2008 to conduct an in- depth audit of
    the costs as recorded and billed by EMJ. On October b, 2008, Hill executed its
    Standard Form ofJ          Agreement     for   Claims   and   Consulting    Services" (       the
    contract"),     which contained the following choice -of l-aw provision:
    15.        GOVERNING          LAW:    DISPUTE       RESOLUTION.              This
    Agreement shall be governed by and construed and interpreted in
    accordance with the laws of the State of New Jersey. Any disputes
    arising out or relating to this Agreement shall be resolved by an
    arbitration proceeding held in accordance with the Construction
    Industry Arbitration Rules of the American Arbitration Association,
    such proceeding to be located in the State of New Jersey. In any such
    proceeding, the prevailing party shall be entitled to an award of costs
    and reasonable attorney' s fees.
    The contract identified JTS Realty Corporation (" JTS Realty Corp.")                       as   the
    Client."        Hill sent the contract to Mr. Spinosa, who is also the corporate
    PA
    representative     and president of JTS Realty Corp.,        for execution.     Prior   to
    execution, PRA and PRAII were typed above Mr. Spinosa' s signature line, which
    identified him as " Manager," with both PRA and PRAII identified as " Client";
    however, the " Client" designation was not correspondingly adjusted in the body of
    the contract.     Mr. Spinosa signed the contract, and Jerri Vasta with JTS Realty
    Services, LLC returned it to Hill via email on October 22, 2008.
    Between November 2008 and October 2009, Hill provided professional
    services pursuant to the contract and incurred reimbursable fees and expenses. Hill
    billed " JTS Realty"    on a monthly basis. Hill was paid $ 199, 460. 06 for its services
    provided under the contract, leaving a total of $405, 587. 35 in unpaid invoices. Hill
    suspended its services and made amicable demand for payment in the amount of
    402, 839. 80.    After receiving Hill' s demand, Mr. Spinosa allegedly acknowledged
    the debt was due and owing; however, the amounts remained unpaid.
    Hill filed suit against the PRA entities and JTS Realty Corp., seeking
    damages under Louisiana' s Open Account Statute, La. R.S. 9: 2781, for its expert
    consulting services in the amount of $405, 587.35, plus attorney' s fees, costs, and
    interest.   Hill later amended its original petition, alleging that the PRA entities and
    JTS Realty Corp. were engaged in a single business enterprise or were alter egos of
    each other.      Hill further pled breach of contract, quantum meruit, and promissory
    estoppel;    requested attorney' s fees; and sought declaratory judgment in its
    amended petition.       Hill filed a second amended petition that named JTS Realty
    Services, LLC (" JTS      Realty Servs."); JTS Management Company, LLC (" JTS
    Management");        and JTS Interests, LLC as additional defendants.       Hill alleged
    these companies were also engaged in a single business enterprise and/ or were
    alter egos along with the PRA entities and JTS Realty Corp.
    Thereafter, Hill filed a third amended petition, removing JTS Interests, LLC
    as a defendant and naming Mr. Spinosa and the Spinosa Class Trust (" the
    9
    Trust")— represented by trustee Lawrence R. Spinosa— as defendants.                         Hill again
    alleged that all defendants were engaged in a single business enterprise and/ or
    were alter egos of one another.
    Ultimately, the trial court held a one -day bench trial on September 3, 2019.
    Thereafter, the trial court rendered judgment on October 13, 2019, awarding Hill
    1, 063, 265. 68 in actual damages against defendants, plus prejudgment contractual
    interest; declaring that all defendants were solidarily liable under the doctrines of
    single business enterprise and/ or alter ego; awarding Hill postjudgment interest as
    allowed by law; and awarding Hill reasonable attorney' s fees and costs " in an
    amount to be hereafter determined."            Following a hearing on Hill' s motion to set
    the amount of the attorney' s fees, the trial court issued a second judgment on
    August 17, 2020, awarding Hill $390,000. 00 in attorney' s fees and costs against all
    defendants.
    Defendants now appeal.          Lawrence R. Spinosa, in his capacity as trustee of
    the Trust, filed a motion with this court to substitute the successor trustee, Glen R.
    Jarrell, in his place as appellant in the instant appeal.'                The PRA entities, JTS
    Realty Corp., JTS Management, JTS Realty Servs., and Mr. Spinosa ( collectively
    referred to as " the Spinosa defendants") also filed an answer to the appeal.
    APPELLATE JURISDICTION
    This court, ex proprio rnotu, issued an order on March 23, 2021, ordering the
    parties to show cause by briefs why the appeals should not be dismissed, noting
    defects in the October 13, 2019 and August 17, 2020 judgments, as well as defects
    2
    in the motions for appeal filed by the appellants,                  The parties timely filed their
    respective show cause briefs, all agreeing that this matter should be remanded to
    This court referred the motion to the panel to which the appeal is assigned. Hill Intl, Inc. V.
    JTS Realty Corp., 2021- 0157 ( La. App. 1st Cir. 4/ 22/ 21) ( unpublished action).
    2 This court referred the motion to the panel to which the appeal is assigned.        Hill Intl, Inc. v.
    JTS Realty Corp., 2021- 0157 ( La. App. 1st Cir. 5/ 6/ 21) (   unpublished action).
    4
    the trial court to correct the deficiencies in the orders of appeal and the apparent
    non -final judgments.
    Thereafter, we remanded this matter for the limited purpose of instructing
    the   trial   court   to   sign   an   amended         final judgment( s)   correcting the   cited.
    deficiencies.    We further instructed the trial court to sign an amended order( s) of
    appeal specifying which party or parties appealed from which judgment( s).
    Finally, we ordered the trial court to supplement the record on appeal with the
    amended judgment( s)         and   order( s)    of appeal no later than 45 days following
    issuance of our remand opinion.          Hill Int' l, Inc. v. JTS Realty Corp., 2021- 0157
    La. App. 1st Cir. 12130121), 
    342 So. 3d 322
    , 328.
    Pursuant to the remand opinion, the Clerk of Court for the 1. 9'                  Judicial
    District Court (" Clerk")         supplemented the record on appeal with an amended
    judgment signed on February              14,     2022.      The February     14,   2022 amended
    judgment, rendered in favor of Hill and against all defendants, awarded Hill
    1, 063, 265. 68 in actual damages, plus pre judgment contractual                    interest that
    continued to accrue on Hill' s unpaid invoices in the amount of $ 5, 742. 83 per
    month from September 1,            2019, until entry of the February 14, 2022 amended
    judgment; awarded Hill postjudgment interest as allowed by law; awarded Hill
    reasonable attorney' s fees and costs of court in the amount of $390, 000. 00; and
    decreed that all defendants " are         solidarily liable under the doctrines of single
    business enterprise and/ or alter ego liability for payment of the said amounts."            The
    February 14, 2022 amended judgment also stated that it is a final judgment that
    adjudicates all outstanding issues: "[ A] ny and all claims of all parties not herein
    granted are dismissed with prejudice."
    The Clerk further supplemented the record on appeal with an amended order
    of appeal signed on February 9,                2022,    granting Lawrence R. Spinosa, in his
    capacity as trustee of the Trust, an appeal of the February 14, 2022 amended
    5
    judgment.     The Clerk also supplemented the record on appeal with an amended
    order of appeal signed on February 9, 2022, granting the Spinosa defendants an
    appeal of the February 14, 2022 amended judgment.
    Considering this, we find the February 14, 2022 amended judgment is a final
    judgment, and it cured the identified deficiencies in the original October 13, 2019
    and August 17, 2020 judgments and in the October 20, 2020 and October 26, 2020
    orders of appeal.      The rule to show cause order is recalled, and the appeals are
    maintained.
    MOTION TO SUBSTITUTE APPELLANT
    Lawrence R. Spinosa,          in his capacity as trustee of the Trust, filed an
    unopposed motion with this court to substitute the successor trustee, Glen R.
    Jarrell, in his place as appellant in the instant appeal.'         According to Lawrence R.
    Spinosa, "[   b] ased upon the declining health of the Trustee, Lawrence Randall
    Spinosa, on August 16, 2020, an Act of Removal of the Trustee and Appointment
    of Successor Trustee, Glen R. Jarrell, was executed."             Thereafter, " Glen R. Jarrell,
    successor trustee      of the Trust,      executed an Acceptance of Trust Following
    Removal of Original Trustee on August 26, 2020."
    Given the settlors' authority to replace a trustee per the trust documents, the
    settlors' act of removal of Lawrence R. Spinosa as trustee and appointment of Glen
    R. Jarrell in his place, and Mr. Jarrell' s acceptance of same, as well as the fact that
    this motion is unopposed, Lawrence R. Spinosa' s Motion to Substitute is granted,
    and Mr. Jarrell is hereby substituted in Lawrence R. Spinosa' s place as appellant in
    his capacity as trustee of the Trust.
    LAW AND DISCUSSION
    The February 14, 2022 amended judgment awarded damages, interest, and
    3 This court referred the motion to the panel to which the appeal is assigned. Hill Int'[, Inc. v.
    JTS Realty Corp., 2021- 0157 ( La. App. 1 st Cir. 4122/ 21) ( unpublished action).
    3
    attorney' s fees to Hill and further found that all defendants are " solidarily liable
    under the doctrines of single business enterprise and/ or alter ego liability for
    payment of the said amounts."        The trial court did not provide reasons for its
    finding. However, we note at the outset that, on appeal, there is no allegation that
    the trial court erred in finding the PRA entities liable for the amounts owed to Hill.
    Accordingly, the PRA entities' liability is not discussed in this opinion.         We
    instead focus our attention on the liability of JTS Realty Corp., JTS Realty Servs.,
    JTS Management, Mr. Spinosa, and the Trust.
    Contractual Liability
    Although not explicitly assigned as error, the parties clearly disagree as to
    whether JTS Realty Corp. was a party to the contract. Therefore, it is necessary to
    determine whether JTS Realty Corp. is liable under the terms of the contract along
    with the PRA entities.
    Interpretation of a contract is the determination of the common intent of the
    parties."   La. Civ. Code art. 2045. When a contract can be construed from the four
    corners of the instrument without looking to extrinsic evidence, the question of
    contractual interpretation is answered as a matter of law.     Fee v. S. Packaging,
    Inc., 2018- 1364, 2018- 1365 ( La. App. 1st Cir. 5/ 24/ 19), 
    277 So. 3d 787
    , 797. Parol
    or extrinsic evidence is generally inadmissible to vary the terms of a written
    contract unless the written expression of the common intention of the parties is
    ambiguous.     
    Id.
     at 796- 97.   The determination of whether a contract is clear or
    ambiguous is a question of law. Id. at 797. A contract is considered ambiguous on
    the issue of intent when either it lacks a provision bearing on that issue, its terms
    are susceptible to more than one interpretation, there is uncertainty or ambiguity as
    to its provisions, or the intent of the parties cannot be ascertained from the
    language employed. Id.
    The executed contract at issue identified JTS Realty Corp. as the " Client" in
    7
    the first paragraph and refers only to " Client" throughout the body of the contract.
    The end of the contract provides, " IN WITNESS WHEREOF, Client and Hill have
    executed this Agreement as of the date first written above."     PRA and PRAII, with
    the designation as " Client," are typed underneath that sentence. Below that is Mr.
    Spinosa' s signature as " Manager."    Despite the designation of the PRA entities as
    Client" at the end of the contract at the signature line, the only time " Client" is
    defined in the contract is at the beginning of the document, and that definition does
    not include the PRA entities. There is no dispute that the PRA entities are bound
    by the contract.      However, the two separate client designations in the contract
    create ambiguity as to whether the parties intended to bind JTS Realty Corp. to the
    contract in addition to the PRA entities; thus, we may look to parol evidence to
    determine the intention of the parties.
    Intent is an issue of fact that is to be inferred from all of the surrounding
    circumstances.   Martin Expl. Co. v. Amoco Prod. Co., 93- 0349 ( La. App. 1st Cir.
    5120194), 
    637 So. 2d 1202
    , 1205, writ denied, 94- 2003 ( La. 11/ 4194), 
    644 So.2d 1048
    .   During trial, Dennis Allen, Hill' s corporate representative, testified that he
    prepared the contract identifying JTS Realty Corp. as the " Client."        Mr. Allen
    emailed Mr. Spinosa on October 6, 2008, attaching a proposal letter, the contract,
    and a rate schedule, which he stated were in the file titled " JTS package."         The
    proposal letter was addressed to Mr. Spinosa and JTS Realty Corp., and it outlined
    how Hill    could "   assist JTS Realty Corp,"    referenced "   JTS"   throughout   the
    correspondence, and set forth Hill' s proposed services including a Phase I scope of
    services.   On October 22, 2008,      Jerri Vasta of JTS Realty Servs. returned the
    signed contract to Hill and authorized Hill to proceed with the Phase I scope of
    services as outlined in its October 6, 2008 letter.   The identification of JTS Realty
    Corp. as " Client" was not struck through on the signed contract.           Mr. Allen
    testified that he assumed the PRA entities were additional clients, along with JTS
    8
    Realty Corp., when Mr. Spinosa listed the PRA entities above his signature line on
    the executed contract.      Further, Hill invoiced " JTS Realty" for its work, and Mr.
    Allen testified that Mr. Spinosa never informed Hill that the wrong entity was
    billed. In fact, Mr. Allen stated that the first time Mr, Spinosa informed him that
    there was a " discrepancy"      as to the entities involved was approximately three
    months after Hill instituted litigation.
    Mr. Spinosa' s initial testimony was that he executed the contract " in the
    name of Perkins Rowe"         and informed Hill that JTS Realty Corp. was not the
    proper client by contacting Mr. Allen.      Mr. Spinosa stated, " I recall executing an
    agreement that was inappropriately addressed[,] ...      making the change with [ Mr.
    Allen' s] knowledge and approval, and forwarding the document back."         However,
    Mr. Spinosa later testified that       if Hill was informed that its invoices were
    improperly addressed, such communication would appear in the record. Nothing
    of the sort appears in the record on appeal.       Mr. Spinosa also contradicted his
    previous testimony regarding allegedly changing the contract to name the PRA
    entities as the " Client"   by testifying that he does not know how the PRA entities
    came to be listed on the contract.
    The trial court would be well within its discretion as the factfinder to
    disregard Mr. Spinosa' s inconsistent testimony. We find the remaining evidence
    sufficiently demonstrates that the parties intended JTS Realty Corp. to be a party to
    the contract and that JTS Realty Corp. is contractually liable for the amounts owed
    under the contract along with the PRA entities. Consequently, it is unnecessary for
    us to determine whether JTS Realty Corp. was engaged in a single business
    enterprise in order to affirm liability as to JTS Realty Corp.
    Choice ofLaw
    The Spinosa defendants and the Trust allege that the trial court erred in
    finding that the remaining JTS entities ( JTS Management and JTS Realty Servs.),
    E
    Mr. Spinosa, and Lawrence R. Spinosa, in his capacity as trustee of the Trust, are
    solidarily liable for the debt under the single business enterprise and/ or alter ego
    theories of liability. The Spinosa defendants and the Trust first assert that the trial
    court erred in applying Louisiana law to the issues despite the contract' s choice -of -
    law provision declaring that it " shall be governed by and construed and interpreted
    in accordance with the laws of the State of New Jersey." 4 New Jersey law does not
    recognize the single business enterprise doctrine.            See Verni ex rel. Burstein v.
    Harry M. Stevens, Inc., 
    903 A.2d 475
    , 497 ( N.J. App. Div. 2006). Therefore, the
    Spinosa defendants and the Trust maintain that they cannot be held liable under
    that theory of liability because New Jersey law governs their claims per the
    contract.      The determination as to which state' s law shall be applied to an issue is a
    question of law, which this court reviews de nova Safeway Ins. Co. - Mississippi
    v. Nash, 2020- 1296 ( La. App. 1st Cir. 6/ 4/ 21), 
    327 So. 3d 1048
    , 1050.
    A contract between the parties is the law between them. See La. Civ. Code
    art.   1983.      It is well- established that where the parties stipulate the state law
    governing the contract, Louisiana conflict -of laws
    -    principles require that the
    stipulation be given effect, unless there is statutory or jurisprudential law to the
    contrary or strong public policy considerations justifying the refusal to honor the
    contract as written.      See La. Civ. Code art. 3540; O' Bannon v. Moriah Techs.,
    Inc., 2017- 0728 ( La. App. 1st Cir. 3/ 29/ 18), 
    248 So. 3d 392
    , 404- 05.         The parties to
    4 We note that ( 1) JTS Realty Servs., JTS Management, and Mr. Spinosa and (2) the Trust sought
    summary judgment in their favor on the basis that New Jersey law governs the contract and all
    issues pertaining thereto, and since New Jersey law does not recognize the single business
    enterprise theory of liability, Hill' s claims against them should be dismissed with prejudice. The
    trial court denied both motions in a January 6, 2017 order. The Trust filed a writ application
    with this court, This court declined to exercise its supervisory jurisdiction and denied the writ
    application.  See Hill Intl, Inc. v. JTS Realty Corp., 2017- 0034 ( La. App. 1st Cir. 4/ 18/ 17),
    
    2017 WL 1386389
     ( unpublished). The Spinosa defendants and the Trust have implicitly sought
    review of the district court' s 2017 judgment on their motions for summary judgment in the
    instant appeal.    When an unrestricted appeal is taken from a final judgment, the appellant is
    entitled to seek review of all adverse interlocutory or partial judgments prejudicial to it or that
    involve the same or related issues, in addition to the review of the final judgment dismissing all
    of its claims with prejudice. Bannister Properties, Inc. v. State, 2018- 0030, 2018- 0031, 2018-
    0032, 2018- 0033 ( La. App. 1st Cir. 11/ 2/ 18), 
    265 So. 3d 778
    , 784 n.6, writ denied, 2019- 
    0025 La. 316119
    ), 
    266 So. 3d 902
    .
    10
    the contract— Hill, JTS Realty Corp., and the PRA entities— chose New Jersey law
    to govern their claims.
    However, we decline to apply the terms of the contract to claims against
    non -signatories to the contract.     See NorAm Drilling Co. v. E & PCo Int' l, LLC,
    48, 591 ( La. App. 2d Cir. 12111113),         
    131 So. 3d 926
    . In NorAm, the plaintiff filed
    suit against two defendants (" Dl"           and "    D2")     alleging damages resulting from a
    purported breach of contract to drill a horizontal methane well in. Louisiana. 
    Id. at 927
    .    The drilling contract was executed between the plaintiff and D1 and
    contained a choice -of l-aw provision,           which         provided " the [   c] ontract is to be
    construed, governed, interpreted, enforced and litigated, and the relations between
    the parties determined in accordance with the laws of the State of Texas."                         
    Id.
    Although D2 was not a party to and did not sign the contract at issue in the lawsuit,
    the plaintiff alleged that D2 was obligated for Dl' s debts under the single business
    enterprise theory under Louisiana law.                
    Id.
         D2 subsequently filed a motion for
    summary judgment.          In its motion, D2 argued that it could not be held liable
    because ( 1)    it was not a party to the drilling contract; and ( 2) Texas law, which did
    not recognize liability on grounds of single business enterprise, applied to the
    lawsuit. 
    Id.
     at 927- 28.
    The Second Circuit engaged in a choice -of l-aw analysis, starting with the
    direct language of Article 3540 of the Louisiana Civil Code.                        Noting that the
    contract   at     issue   contained     a    Texas          choice -of l-aw   provision,   the   court
    acknowledged the established Louisiana law principle that " where parties to a
    contract stipulate the specific state law that will govern the contract, the choice -of -
    law provision must be given effect unless there is statutory or jurisprudential law to
    the contrary" and concluded that Texas law must govern any claim arising under
    the drilling contract.    
    Id. at 929
    .       The NorAm court further recognized " the legal
    conundrum of applying the contractual terms of the drilling contract to a claim
    11
    against [   D2,]   who is not a party to the contract."          
    Id.
       Rather than apply the
    contractual choice of law to a non-party to the contract, the court used La. Civ.
    Code art. 3537 to determine which state' s law would apply in the absence of a
    choice of law. 
    Id.
     Article 3537 provides:
    Except as otherwise provided in this Title, an issue of conventional
    obligations is governed by the law of the state whose policies would
    be most seriously impaired if its law were not applied to that issue.
    That state is determined by evaluating the strength and pertinence of
    the relevant policies of all involved states in the light of. ( 1)              the
    pertinent contacts of each state to the parties and the transaction,
    including the place of negotiation, formation, and performance of the
    contract, the location of the object of the contract, and the place of
    domicile, habitual residence, or business of the parties; ( 2) the nature,
    type, and purpose of the contract; and ( 3) the policies referred to in
    Article 3515, as well as the policies of facilitating the orderly planning
    of transactions, of promoting multistate commercial intercourse, and
    of protecting one party from undue imposition by the other.'
    The   NorAm        court ultimately concluded that the Article 3537                factors   also
    supported the application of Texas law because the parties were all formed under
    the laws of and domiciled in Texas, the records of all the parties were also
    maintained there, and the parties'        operations all occurred in Texas.          
    Id. at 929
    .
    Further, the drilling contract was drafted, negotiated, and signed in Texas with the
    expectation that any litigation arising under the drilling contract would be
    governed by the laws of Texas. 
    Id. at 930
    . After further concluding that, pursuant
    to La. Civ. Code art. 3515, the law of the state of Texas would be most seriously
    impaired if not applied, the NorAm court held that Texas law applied to the
    lawsuit. 
    Id.
    We find NorAm instructive. Like in NorAm, some of the defendants in this
    case are signatories to the contract while others are not.         New Jersey law applies to
    the signatories of the contract, so New Jersey law governs any claim arising under
    the contract as to the signatories thereto.      The issues presented on appeal, however,
    The significance of each of these factors varies according to the contract at issue. Dian Tooley-
    Knoblett and David Gruning, 24 LA, Civ. L. TREATISE, Sales § 1: 15 ( 2021).
    12
    do not include liability under the contract.                Instead, appellants claim the non -
    signatory defendants— JTS Management, JTS Realty Servs., Mr. Spinosa, and the
    Trust— are not solidarily liable for the debt to Hill.            We find, just as the NorAm
    court did, that the law governing the issues as they relate to the non -signatories to
    the contract must be determined pursuant to La. Civ. Code art. 3537.
    In   this    case,   the    contract concerns      forensic   cost   accounting    services
    pertaining to alleged costs, damages as a result of delay, and deficiencies arising
    out of a dispute at the Perkins Rowe shopping center in Baton Rouge, Louisiana.
    The underlying EMJ litigation also pertains to a construction project located in
    Baton Rouge, Louisiana.              The evidence introduced at trial established that Mr.
    Spinosa resides in Louisiana, and the offices and operations of the PRA entities, as
    well as the offices of JTS Management and JTS Realty Servs., are domiciled in
    Louisiana, have registered agents in Louisiana, and have managers/ officers in
    Louisiana.          Although       Hill   is   a   Delaware   corporation    with   its   corporate
    headquarters in New Jersey, it executed the contract and delivered it to Mr.
    Spinosa ( on behalf of the PRA entities and JTS Realty Corp.) in Louisiana, where
    Mr. Spinosa resides.         Further, Louisiana has a distinct interest in determining the
    fundamental issues of its own entities'              corporate existence and/ or structure.     See
    Patin v. Thoroughbred Power Boats Inc., 
    294 F. 3d 640
    , 646- 47 ( 5th Cir. 2002),
    citin   Quickick, Inc. v. Quickick Int' 1, 
    304 So. 2d 402
    , 406 ( La. App. 1st Cir.),
    writ denied, 
    305 So.2d 123
     ( La. 1974) (" At least one Louisiana intermediate
    appellate court has concluded that the law of the state of incorporation applies in
    determining whether it is appropriate to pierce the corporate veil.");                    see   also
    Energy Coal v. CITGO Petroleum Corp., 
    836 F.3d 457
    , 462 ( 5th Cir. 2016)
    Louisiana courts look to the state of incorporation not just when deciding issues
    involving piercing, which as noted above is a close relative of the single business
    enterprise theory, but also when deciding more general questions of corporate
    13
    structure.").
    For these reasons, we find Louisiana law would be most seriously
    impaired if not applied, and thus, the trial court did not err in applying Louisiana
    law to Hill' s claims against the non -signatory defendants.
    The Single Business Enterprise and Alter Ego Theories o.fLiability
    The trial court' s ruling did not state which defendants it found liable under
    the single business enterprise theory of liability versus the alter ego theory of
    liability. Although the theories have some similarities, an important distinction
    must be made between the two.
    A limited liability company (" LLC") is a juridical person separate and apart
    from its members.       See Ogea v. Merritt, 2013- 1085 ( La. 12/ 10/ 13),      
    130 So. 3d 888
    , 894- 95, citin    La. Civ. Code art. 24.     Thus, members of an LLC are generally
    not liable for a debt, obligation, or liability of the LLC.    See La. R. S. 12: 1320( B).
    In narrowly defined circumstances, however, individual members of an LLC have
    been subjected to personal liability for obligations for which the LLC would
    otherwise be solely liable.      Fausse Riviere, L.L.C. v. Snyder, 2016- 0633 ( La.
    App. 1st Cir. 2/ 15/ 17), 
    211 So. 3d 1188
    , 1192.        When individual members of an
    LLC mismanage the entity or otherwise thwart the public policies justifying
    treating the entity as a separate juridical person, the court may " pierce the
    corporate veil"   to hold the LLC' s individual members liable for its debts. 
    Id.
     The
    court may pierce the corporate veil under two exceptional circumstances. The first
    is where the shareholders, acting through the corporation, commit fraud or deceit
    on a third party such that justice demands the corporate veil be pierced to allow the
    third party to recover from the shareholders personally.        See Id, at 1193.     In the
    second instance, which Hill asserts herein, the shareholders disregard the corporate
    formalities to such an extent that the shareholders and the corporation become
    indistinguishable, i.e., the corporation was operated as the "        alter   ego"   of the
    shareholder.    
    Id.,
     citin   Riggins v. Dixie Shoring Co., Inc., 
    590 So. 2d 1164
    , 1168
    
    14 La. 199
     1).
    The single business enterprise theory of liability is distinguishable from the
    alter ego theory in several ways. The most important distinction is who may be
    held liable under each theory. As opposed to alter ego doctrine, which " pierces the
    corporate veil"       to reach the members of an LLC, the single business enterprise
    doctrine is a theory for imposing liability on two or more business entities when
    they act as one.        Brown v. ANA Insurance Group, 2007- 2116 ( La. 1. 011.4108),
    
    994 So. 2d 1265
    , 1266 n.2, citing Green v. Champion Ins. Co., 
    577 So. 2d 249
    ,
    257 ( La. App. 1st Cir.), writ denied, 
    580 So. 2d 668
     ( La. 1991).                 Under the single
    business enterprise theory, the legal fiction of a distinct corporate entity is
    disregarded when a corporation is so organized and controlled as to make it merely
    an instrumentality or adjunct of another corporation.'                 Green, 577 So.2d at 257.
    When a group of entities constitutes a single business enterprise, the assets of each
    of the affiliated corporations are pooled together to satisfy the claims of creditors.
    Brown v. Auto. Cas. Ins. Co., 93- 2169 ( La. App. 1st Cir. 10/ 7/ 94), 
    644 So. 2d 723
    , 727, writ denied, 94- 2748 ( La. 116195),             
    648 So. 2d 932
    , citing Green, 577
    So. 2d at 259. The single business enterprise doctrine permits multiple companies
    to be treated as a single entity ---but still an entity separate from its human
    ownersas if all of the different companies within an affiliated group had been
    6 Since Green, the single business enterprise doctrine has been acknowledged by other appellate
    courts of this state as well.See, e. g., GBB Properties Two, LLC v. Stirling Properties, Inc.,
    2017- 352 ( La. App. 3d Cir. 10125117), 
    230 So. 3d 225
    , writ denied, 2017- 1931 ( La. 1129118), 
    233 So. 3d 606
    ; Lee v. Clinical Rsch. Or. of Fla., L.C., 2004- 0428 ( La. App. 4th Cir. 11117104),
    
    889 So. 2d 317
    , writ denied, 2004- 3002 ( La. 2118/ 05), 
    896 So. 2d 33
    ; Khoobehi Properties, LLC
    v. Baronne Dev. No. 2, L.L.C., 2016- 506 ( La. App. 5th Cir, 3/ 29/ 17), 
    216 So. 3d 287
    , 298, writ
    denied, 2017- 0893 ( La. 9/ 29/ 17), 
    227 So. 3d 288
    ,   As Justice Crichton noted, "[ It is]
    concerning
    the Louisiana Supreme] Court has never considered the propriety of [ the] application [ of the
    single business enterprise doctrine] despite its conceptualization by an appellate court 30 years
    ago.... [     T] he authority of [the Louisiana Supreme] Court on the nature of business entities is
    wanting, and more guidance is needed in this area of the law."         St. Romain v. Cherokee Ins.
    Co., 2021- 01412 ( La. 11123121), 
    328 So. 3d 72
    , 73 ( Crichton, J., assigning reasons to grant and
    docket the writ application, though denied by the majority of justices).        In light of recent
    legislative history, namely Louisiana House Bill 313 of the 2020 Regular Session ( vetoed by
    Gov. Edwards), guidance is needed on this issue.       However, as the current case law stands, we
    are bound by Green.
    15
    organized as just one, all- encompassing corporation or LLC. Glenn G. Morris and
    Wendell H.
    Holmes, 8
     LA. CIV. L. TREATISE, Business Organizations §                         32: 15
    2022). "     In effect, [ single business enterprise] piercing rips through all of the
    separate -company barriers within an affiliated group, moving in all directions ...
    but then stops when it reaches the final ceiling within the group, the one that
    separates the group as a whole from its human owners."                Id.   While the alter ego
    theory provides a basis to impose liability on the individual members of a business
    entity,    single business enterprise provides a basis to impose liability on any
    affiliated business entities operating as one.
    The applicability of either theory is a factual determination.            Grayson v.
    R.B. Ammon & Associates, Inc., 99- 2597 ( La. App. 1st Cir. 1113100), 
    778 So. 2d 1
    ,   15, writs denied, 2000- 3270, 2000- 3311 ( La. 1/ 26/ 01), 
    782 So. 2d 1026
    , 1027;
    Holly & Smith Architects, Inc. v. St. Helena Congregate Facility, 2003- 0481
    La. App. 1st Cir. 2/ 23/ 04), 
    872 So. 2d 1147
    , 1156. Based on the legal distinction
    as to who is liable under the single business enterprise and alter ego theories of
    liability, we are presented with two separate questions of fact: ( 1)              whether JTS
    Management and JTS Realty Servs, were operating in a single business enterprise
    with any of the contractually bound parties ( the PRA entities and JTS Realty
    Corp.); and ( 2) whether JTS Realty Corp., JTS Realty Servs., JTS Management
    collectively referred to as " the JTS entities"), and/ or the PRA entities operated as
    the alter ego of their member( s),      namely Mr. Spinosa and the Trust, such that the
    corporate veil should be pierced.
    The plaintiff' s burden of proof under both the single business enterprise and
    alter ego theories of liability is clear and convincing evidence.'               Grayson, 778
    7 To prove a matter by clear and convincing evidence means to demonstrate that the existence of
    a disputed fact is highly probable, that is, much more probable than its nonexistence. In re
    Fogg, 2019- 0719 ( La. App. 1st Cir. 2/ 21120), 
    298 So. 3d 291
    , 294, writ denied, 2020- 00819 ( La.
    10114120), 
    302 So. 3d 1124
    .
    Wei
    So. 2d at 14; Holly & Smith Architects, Inc., 
    872 So. 2d 1156
    . Further, on review,
    the appellate court may not reverse the factfinder' s factual determinations unless
    the record does not provide a reasonable factual basis for the finding and the
    finding is manifestly or clearly wrong.                Stobart    v.   State,    Department     of
    Transportation and Development, 
    617 So. 2d 880
    , 882 ( La. 1993).
    Liability ofJTS Management and JTS Realty Servs.
    Louisiana courts consider a non -exhaustive list of 18 factors to evaluate
    whether an entity is part of a single business enterprise with another entity. Those
    factors include:
    1.   Corporations with identity or substantial identity of ownership, i.e.,
    ownership of sufficient stock to give actual working control;
    2. Common directors or officers;
    3. Unified administrative control of corporations whose business
    functions are similar or supplementary;
    4.    Directors and officers of one corporation act independently in the
    interest of that corporation;
    5.    Corporation financing another corporation;
    6. Inadequate capitalization;
    7.    Corporation     causing   the    incorporation       of    another     affiliated
    corporation;
    8.    Corporation paying the salaries and other expenses or losses of
    another corporation;
    9.    Receiving no business other than that given to it by its affiliated
    corporations;
    10. Corporation using the property of another corporation as its own;
    11. Noncompliance with corporate formalities;
    12. Common employees;
    13. Services rendered by the employees of one corporation on behalf
    of another corporation;
    14. Common offices;
    15. Centralized accounting;
    16. Undocumented transfers of funds between corporations;
    17. Unclear allocation of profits and losses between corporations; and
    18. Excessive    fragmentation       of   a    single   enterprise   into    separate
    corporations.
    Green, 577 So. 2d at 257- 58.          This list is illustrative, and no one factor is
    dispositive of the issue.     Grayson, 778 So. 2d at 15, citing Green, 577 So.2d at
    258. Rather, " the totality of the circumstances"         should be considered in evaluating
    the existence of a single business enterprise.         Holly & Smith Architects, Inc., 872
    17
    So. 2d at 1156.     Each defendant should be evaluated individually. See Lee v.
    Clinical Research Ctr. of Fla., L.C., 2004- 0428 ( La. App. 4th Cir. 11117104), 
    889 So. 2d 317
    , 323, writ denied, 2004- 3002 ( La. 2118105), 
    896 So. 2d 33
    .
    After comparing the evidence with the facts set out in Green, we conclude
    the record contains ample evidence to support the trial court' s finding that JTS
    Management and JTS Realty Servs. were engaged in a single business enterprise
    with the contractually bound PRA entities. These entities have substantial identity
    of ownership, as Mr. Spinosa andlor the Trust is a member in each entity.             Mr.
    Spinosa is also the manager of each of the defendant entities.         JTS Management
    and JTS Realty Servs. share an office and a fax machine with the PRA entities, and
    they all have the same in- house accountant.       Mr. Spinosa was identified as the
    corporate representative for all of the defendant entities.   During his Article 1442
    deposition, Mr. Spinosa admitted that his businesses have " shared" or " borrowed"
    employees.     Mr. Spinosa also admitted that PRA had problems with capitalization
    during the Project.     Transaction reports for the PRA entities show numerous
    monetary transfers between the defendant entities,         and   the   evidence   reflects
    liabilities in the millions to JTS Management and JTS Realty Servs. from the PRA
    entities.   Defendants did not offer any evidence of promissory notes, IOUs, loan
    agreements, or any other such documents that would legitimize these transfers and
    liabilities between the entities.
    Additionally, all defendant entities are in the real estate business, whether it
    be construction, development,        or   management.   It also appears the defendant
    entities were operating interchangeably. For example, PRA' s operating agreement
    calls for it to enter into a development and management agreement with JTS
    Management or its designee.         The executed management agreement admitted into
    evidence, however, is between PRA and JTS Realty Servs., not JTS Management,
    and no evidence was presented to show that JTS Management officially designated
    18
    JTS Realty Servs. to fill that role.      Various certificates of occupancy issued to
    tenants of Perkins Rowe list several different owners,              including " JTS," "    JTS
    Interests,"   and "   JTS Reality."   Mr. Spinosa,      in his capacity as manager and
    registered agent of all of the defendant entities,           also   corresponded    with   the
    Louisiana Secretary of State regarding the PRA entities and the JTS entities on
    letterhead bearing a " JTS       Interests"   logo.    Further,   all   communications     and
    discussions concerning the contract and the services provided by Hill were
    between a representative of Hill and a representative from a JTS entity.                  Most
    notably, the executed contract was returned to Hill via email from an employee of
    JTS Realty Servs., and Mr. Spinosa' s own email signature line on correspondence
    related to the Project identified him as CEO of JTS Realty Servs.                  Mr. Allen
    testified at trial that Mr. Spinosa held himself out as " JTS,"             In light of this
    evidence, we find no error in the trial court' s factual finding that JTS Management
    and JTS Realty Servs. were engaged in a single business enterprise with the
    contractually bound PRA entities.
    As Mr. Spinosa is an individual,            not a business entity, single business
    enterprise is inapplicable to him. See NussIi US, LLC v. Nola Motorsports Host
    Comm., Inc,, No. 15- 2372, 
    2016 WL 4063823
    , at * 18 ( E, D. La. 7129116) ( holding
    single business enterprise may not be applied to an individual).              Similarly, the
    Trust is not a business entity but rather a " relationship resulting from the transfer
    of title to property to a person to be administered by him as a fiduciary for the
    benefit of another."      La. R.S. 9: 1731.   A trust is unlike a corporation because a
    corporation is a juridical entity separate from its officers and stockholders.             See
    Edward E. Chase, Jr., 11 LA. CIV. L. TREATISE, Trusts § 1: 2 ( 2022); see also Ogea,
    
    130 So. 3d at 894
    , citing La. Civ. Code art. 24 ( holding the same is true of an LLC).
    Thus, we find single business enterprise is also inapplicable to the Trust. This does
    not necessarily preclude a finding, however, that Mr. Spinosa and/ or the Trust are
    19
    solidarily liable under the alter ego theory of liability if grounds for piercing the
    corporate veil exist.
    Piercing the Corporate Veil o.fJTS Realty Servs. and/or PRA entities
    When a party seeks to pierce the corporate veil, the totality of the
    circumstances is determinative. Fausse Riviere, L.L.C., 
    211 So. 3d at 1193
    , citing
    Riggins, 590 So. 2d at 1169.     Some of the factors courts consider when determining
    whether to apply the alter ego doctrine include, but are not limited to, ( 1)
    commingling of corporate or shareholder funds; ( 2) failure to follow statutory
    formalities    for      incorporating   and        transacting   corporate   affairs; (   3)
    undercapitalization; (
    4) failure to provide separate bank accounts and bookkeeping
    records; and ( 5) failure to hold regular shareholder and director meetings. Fausse
    Riviere, L.L.C., 
    211 So. 3d at 1193
    .    The fact that a person is the managing
    member of an LLC and/or has a significant ownership interest therein does not in
    itself make that person liable for its debts.        Charming Charlie, Inc. v. Perkins
    Rowe Assocs., L.L.C., 2011- 2254 ( La. App. 1st Cir. 7/ 10/ 12), 
    97 So. 3d 595
    , 599,
    citing La. R.S. 12: 1320( B).
    Under the alter ego theory of liability, a finding that technical formalities
    were not followed is not enough; there must be something else, " some misuse of
    the corporate privilege or other justification for limiting [ the recognition of a
    separate corporate existence] under the facts of a particular situation."       Prasad v.
    Bullard, 2010- 291 ( La. App. 5th Cir. 10112110), 
    51 So. 3d 35
    , 41. "[       W] here fraud
    or deceit is absent, other circumstances must be so strong as to clearly indicate that
    the corporation and shareholder operated as one."         Harris v. Best of Am. Inc., 
    466 So. 2d 1309
    , 1315 ( La. App. 1st Cir.), writ denied, 
    470 So. 2d 121
     ( La. 1985). "        In
    the absence of particular allegations of shareholder fraud, a plaintiff will bear a
    heavy burden of proving that a shareholder disregarded corporate formalities to the
    extent that the shareholder and the corporation had become indistinguishable."
    20
    New Orleans Jazz & Heritage Found., Inc. v. Kirksey, 2009- 1433 ( La. App. 4th
    Cir. 5126110), 
    40 So. 3d 394
    , 407, writ denied, 2010- 1475 ( La. 10/ 1110), 
    45 So. 3d 1100
    .
    In applying the principle of corporate immunity, the members have the
    initial burden of showing the corporate existence.        The burden then shifts to the
    plaintiff to show exceptional circumstances, which must exist in order for the
    corporate veil to be pierced and individual shareholders or members held liable for
    a corporate debt.         McDonough Marine         Serv., a Div.   of Marmac Corp. v.
    Doucet, 95- 2087 ( La. App. 1st Cir. 6128196), 
    694 So. 2d 305
    , 309.          Depending
    upon the various competing policies and interests involved, the            same factual
    scenario may result in recognition of a separate corporate identity for some
    purposes,   i. e.,   insulation of shareholders from liability and a disallowance of the
    separate corporate entity privilege for others. Glazer v. Comm' n on Ethics for
    Pub. Emps., 
    431 So. 2d 752
    , 758 ( La. 1983),        abrogated on other grounds as noted
    in Louisiana Bd. of Ethics in re Great S. Dredging, Inc., 2015- 0870 ( La. App.
    1st Cir. 5127116), 
    195 So. 3d 631
    , 638 n.2, writ denied, 2016- 1208 ( La. 10117116),
    
    207 So. 3d 1063
    .
    The evidence is clear that the PRA entities and JTS Realty Servs. formally
    exist under the laws of Louisiana.        The burden then shifted to Hill to show that
    exceptional circumstances exist to support piercing the corporate veil to hold Mr.
    Spinosa liable as a shareholder.       There is no evidence that Mr. Spinosa failed to
    maintain separate bank accounts or bookkeeping records for JTS Realty Servs. or
    the PRA entities,         or otherwise failed to follow statutory formalities for the
    formation of JTS Realty Servs. or the PRA entities or the conduct of their affairs.
    A large majority of Mr. Spinosa' s responses during his personal deposition and the
    La. Code Civ. P. art. 1442 deposition of the JTS entities and PRA entities, for
    which he was designated the corporate representative, were that he did not recall
    21
    the answer; he would " defer to the documents"      presented during the depositions;
    he would " let the document speak to itself'; or he would " defer to the financial
    statements."    Accordingly, the trial court was forced to largely disregard Mr.
    Spinosa' s depositions and consult the documentary evidence and Mr. Allen' s
    testimony in making its factual determination as to whether any of the defendant
    entities are merely the alter ego of Mr. Spinosa.
    The exhibits admitted into evidence at trial are replete with examples of
    commingling of corporate and shareholder funds.       The exhibits document a large
    number (
    in both quantity and value) of debits to the PRA entities from " JT
    Spinosa."    In addition to the numerous " JT Spinosa" debits, the PRA and PRAII
    transaction reports include " interest" debits and credits with the designation " JT
    Spinosa";    wires in and out listed as debits and credits with the notation " JT
    Spinosa";   debits for legal fees referencing payments to law firms under the heading
    JTS Joseph T Spinosa"     and further referencing two legal matters in which Mr.
    Spinosa was named as a defendant; and at least one credit described as " 2009
    Distrib JTs" under the heading " JTS Joseph T. Spinosa."     Defendants did not offer
    any evidence of promissory notes, IOUs, loan agreements, or any other such
    documents that would legitimize these transfers.        In a rare responsive answer
    during his deposition, Mr. Spinosa admitted that he personally loaned money to the
    Project, namely PRA, and has not been paid in full; however, there is no evidence
    of the terms of any such loan.
    Further, even in cases involving consensual creditors where veil piercing is
    unusual, courts frequently decline to protect a shareholder against personal liability
    where a single shareholder controls a number of different corporations and moves
    assets back and forth between the various corporations.     See Glenn G. Morris and
    Wendell H.
    Holmes, 8
     LA. Civ. L. TREATISE, Business Organizations § 32: 6 ( 2022)
    describing piercing the corporate veil as a sort of "res ispa loquitur" remedy for
    22
    corporate creditors in such an instance).          As discussed above, the evidence shows
    numerous monetary transfers between the defendant entities and reflects liabilities
    in the millions between those entities.         Mr. Spinosa is the only shareholder or one
    of only a few shareholders in nearly all of these entities. Considering the evidence
    of unexplained commingling of funds and Mr. Spinosa' s overtly evasive deposition
    testimony, we cannot say the trial court' s decision to pierce the corporate veil of
    the PRA entities in order to also hold Mr. Spinosa personally liable for the debt
    owed to Hill was manifestly erroneous.
    Piercing the Corporate Veil ofJTS Management
    The Trust has a 100% ownership interest in JTS Management.                     By virtue of
    this ownership interest, Hill seeks to pierce the corporate veil of JTS Management
    to hold the Trust liable for JTS Management' s debts on the basis that JTS
    Management is the alter ego of the Trust.
    Whether the alter ego doctrine may be applied to a trust as the sole member
    of an LLC, as opposed to an individual or other business entity, is a res nova issue
    in Louisiana.     Even assuming the alter ego doctrine could be applied to a trust
    under Louisiana law, no facts are alleged in the petition, nor was any evidence
    presented at trial, that would support the existence of exceptional circumstances
    that justify the application of that doctrine here. See Crutcher -Tufts Res., Inc. v.
    Tufts, 2009- 1572 ( La. App. 4th Cir. 4128110), 
    38 So. 3d 987
    , 990.                   Hill did not
    present evidence that satisfies any factors supporting the application of the alter
    ego doctrine to the Trust.        The record is also devoid of allegations or evidence
    related to any specific actions of Lawrence R. Spinosa, either individually or in his
    representative capacity, that would justify piercing the corporate veil.'              In fact, Mr.
    Allen testified that he was not even aware of the Trust until 2013, years after the
    R We look to Lawrence R. Spinosa' s actions since a trust can only act through its trustee( s).   See
    Crutcher -Tufts, 38 So. 3d at 990, cion   La. R. S. 9: 1781 and La. R.S. 9: 2091.
    23
    parties    entered   into   the   contract   and    years   after   litigation   was   instituted.
    Accordingly, we find manifest error in the trial court' s decision to pierce the
    corporate veil to hold the trustee of the Trust,             in his representative capacity,
    solidarily liable for any and all debts owed to Hill per the trial court' s February 14,
    2022 amended judgment,            including but not limited to actual damages, interest,
    attorney' s fees, and costs.
    ANSWER TO THE APPEAL
    The Spinosa defendants filed an answer to the appeal " out of an abundance
    of caution"    related to the appearance of "some discrepancy as to Spinosa and the
    Non -Trust Entities[']      procedural status before the Court in this matter."              The
    discrepancy" seems to stem from issues recognized by the rule to show cause
    order and subsequently rectified on remand.           Accordingly, we deny the answer to
    the appeal filed by the Spinosa defendants.
    DECREE
    For the above and foregoing reasons, we recall this court' s March 23, 2021
    rule to show cause order and maintain the appeals.
    The motion to substitute the successor trustee, Glen R. Jarrell, in the place of
    trustee Lawrence R. Spinosa as appellant in the instant appeal that was filed by
    defendant/ appellant Lawrence R. Spinosa, in his capacity as trustee of the Spinosa
    Class Trust, is GRANTED.
    We REVERSE the portion of the trial court' s February 14, 2022 amended
    judgment that finds Lawrence R. Spinosa, as trustee of the Spinosa Class Trust,
    solidarily liable under the doctrines of single business enterprise and/ or alter ego
    liability for payment of the said amounts." We AFFIRM the trial court' s February
    14, 2022 amended judgment in all other respects. All costs of this appeal are to be
    equally shared by Plaintiff, Hill Intemational, Inc., and Defendants, JTS Realty
    Corporation; JTS Realty Services, LLC; JTS Management Company, LLC; Perkins
    24
    Rowe Associates, LLC; Perkins Rowe Associates II, LLC; and Joseph T. Spinosa.
    The answer to the appeal filed by defendants/ appellants Perkins Rowe
    Associates, LLC; Perkins Rowe Associates II, LLC; JTS Realty Corporation; JTS
    Realty Services, LLC; JTS Management Company, LLC; and Joseph T. Spinosa is
    DENIED.
    RULE    TO    SHOW      CAUSE        ORDER   RECALLED;       APPEALS
    MAINTAINED;      MOTION TO SUBSTITUTE APPELLANT GRANTED;
    AMENDED JUDGMENT AFFIRMED IN PART AND REVERSED IN
    PART; ANSWER TO APPEAL DENIED.
    25
    STATE OF LOUISIANA
    COURT OF APPEAL
    FIRST CIRCUIT
    2021 CA 0157
    HILL INTERNATIONAL, INC.
    VERSUS
    TS REALTY CORPORATION, PERKINS ROWE ASSOCIATES, L. L.C., AND
    PERKINS ROWE ASSOCIATES II, L. L. C.
    McClendon, J., dissents in part and concurs in part.
    I disagree with the majority's conclusion that ITS Realty Corp. was bound ander
    the terms of the contract. The signature section of the contract provides as follows:
    IN WITlGM WHEREOF, Clint end Hill have executed
    Chia Agm meat ae of the date Ctrat written above,
    CLOT'] PERKINS ROWE ASSOCIATES, LLC
    INS ROWE ASSQCTATES. II, LLC
    7wNTMEMNAMON
    Vim
    ep '    T,
    INC.
    Sp,
    in
    Nome: Dennis L. Allen
    This Senior vice Ptawldent
    Although the parties may have intended for ITS Realty Corp. to be a client to the
    contract, and although JTS Realty Corp. is identified as a client in the body of the
    contract, no one signed the contract on behalf of ITS Realty Corp. Mr. Spinosa signed
    the contract solely as the manager of Perkins Rowe Associates, LLC and Perkins Rowe
    Associates II, LLC.    As such, JTS Realty Corp. cannot be bound by the contract as a
    contracting party.    The parties' intent as to the identity of ITS Realty Corp. as a client is
    not determinative of the issue presented.                Accordingly, I find that the majority erred in
    determining that .ITS Realty Corp. was contractually liable for the amounts owed under
    the contract.
    Further, with regard to the Spinosa Class Trust, Lawrence Spinosa, as trustee,
    was not a named defendant in this matter.         Rather, the third amended petition added
    the Spinosa Class Trust as a defendant.       A judgment may not be rendered against a
    party who is not named as a defendant. Dennison v. Liberty Mut. Ins. Co., 94- 
    0026 La. App. 1
     Cir. 11/ 10/ 94), 
    645 So. 2d 1227
    , 1233.    Accordingly, any judgment against
    Lawrence Spinosa is absolutely void. See Hebert v. Hebert, 96- 2155 ( La. App. 1 Cir.
    9/ 19/ 97), 
    700 So. 2d 958
    , 959.   Further, in this matter, the trial court neither dismissed
    all claims against the trust nor rendered judgment against the trust.          Nevertheless,
    finding no authority for applying the piercing the corporate veil/ alter ego theory to a
    trust, I concur with the majority's conclusion that the trial court erred in holding the
    trustee solidarily liable.
    Accordingly, I respectfully dissent in part and concur in part.
    2
    

Document Info

Docket Number: 2021CA0157

Filed Date: 12/30/2021

Precedential Status: Precedential

Modified Date: 10/22/2024