867 So.2d 179
Ted NORRIS, et al.
March 3, 2004.
Defendant claimed he signed on behalf of partnership, not in his personal capacity. The 27th
Judicial District Court, St. Landry Parish, No. 98-C-2200-D, Donald W. Hebert, J., entered
Affirmed.
The plaintiff filed suit to recover amounts due under two promissory notes executed by the
defendant. In his answer, the defendant claimed that when he signed the promissory notes, he
liable for his virile share of the debt. The trial judge determined that a partnership existed when
the promissory notes were executed and that they were executed on its behalf. Accordingly,
judgment was entered against the partnership for the amounts due on the notes. The plaintiff
appeals, asserting that the defendant is personally liable for the entire amount due on the
promissory notes. For the following reasons, we affirm.
trailer. Mr. Norris estimated the value of the completed kitchen to be $50,000.
Stafford Fontenot, defendant herein, testified at trial that, approximately six or seven months
before the 1996 Summer Olympics, he and some friends-Steve Turner, Mike Montelaro, Joe
sell seafood and other Cajun dishes. However, they did not have the cooking equipment needed
for the endeavor. Mr. Fontenot testified that Mr. Turner and Mr. Montelaro learned of Mr.
The act of sale was executed on June 12, 1996, at the office of William Bennett, Mr. Norris’s
balance of the purchase price of the kitchen: one for $12,000, and the other for $20,000.
Mr. Fontenot testified that upon examining the notes, he noticed that his was the only name listed
as maker, and he informed Mr. Bennett that he would not sign individually. According to his
testimony, Mr. Bennett replied that he and Mr. Norris did not intend to list Mr. Fontenot’s
associates as co-obligors. At trial, Mr. Fontenot claimed that he made it clear to Mr. Bennett
notes would relieve him of personal liability as to the notes and would instead make the
Court of Appeal of Louisiana,Third Circuit.
obligation one of the partnership. After the promissory notes were rewritten and signed, the
group took possession of the kitchen.
Mr. Fontenot testified that the results of the group’s catering endeavor in Atlanta were
“disastrous” and that what little money they made “went back through [the group’s] checking
assumed that the gentlemen were “associated with” Mr. Fontenot and that he “took it for granted
that [Mr. Fontenot] owned the company [that was going to use the kitchen].” Mr. Norris recalled
that his attorney had advised against selling the kitchen to a corporation or to a “group” and had
assured him that the sale was “personally between [him] and Stafford Fontenot.”
On June 9, 1998, Mr. Norris filed suit against Mr. Fontenot, d/b/a Prairie Cajun Seafood Catering
noting that they were “principals in the business Prairie Cajun Seafood Catering of Louisiana.”
However, Mr. Norris voluntarily dismissed Messrs. Brinsmade, Montelaro, and Turner in open
court on May 7, 2001, and on May 29, 2002, *182 in a second supplemental and amending
petition, he requested that references to these gentlemen be “delete[d]” from his petition. On
May 24, 2002, Mr. Fontenot filed an exception of failure to join an indispensable party-viz., the
The eight thousand dollar ($8000.00) check dated June 11th, 1996 was signed by Doug
Brinsmade, from Prairie Cajun Seafood Catering of Louisiana.
Mr. Norris indicated that he did business with Stafford Fontenot.
Della Norris, wife of Plaintiff, testified that they were dealing with Stafford Fontenot and that
Mr. Fontenot never indicated to them that he had partners with him in the business.
Judge William Bennett, in his deposition taken for trial purposes on July 31st, 2001, testified
that he “remembers [sic] that there were a group of guys that wanted to buy this machine.
And they wanted to form a corporation or a partnership that was not yet formed. The
transaction was done and it was my understanding that they were going to form a partnership,
and then the partnership was going to take over the debt from Mr. Fontenot or whoever it was
A checking account was established in the name of Prairie Cajun Seafood Catering of
Louisiana.
A check in the sum of eight thousand dollars ($8000.00) was written from Prairie Cajun
Seafood Catering of Louisiana to Della Norris, signed by Doug Brinsmade.
The two (2) notes were signed by Stafford Fontenot, d/b/a Prairie Cajun Seafood Catering of
plus interest and 25% attorney fees.
Mr. Norris appeals this judgment, claiming in his sole assignment of error that the trial judge
incorrectly determined that Mr. Fontenot was not personally liable on the notes.
Discussion
On appeal, Mr. Norris contests the validity of the trial judge’s conclusion that Mr. Fontenot, Mr.
A partnership is a juridical person, distinct from its partners, created by a contract between two
or more persons to combine their efforts or resources in determined proportions and to
collaborate at mutual risk for their common profit or commercial benefit.
Trustees and succession representatives, in their capacities as such, and unincorporated
associations may be partners.
determined proportions by them; (2) all parties must share in the losses as well as the profits of
the venture; and (3) the property or stock of the enterprise must form a community of goods in
which each party has a proprietary interest.
Medline Indus., Inc. v. All-Med Supply & Equip., 94-1504, p. 5 (La.App. 1 Cir. 4/7/95), 653
So.2d 830, 833. Moreover, a partnership may be formed pursuant to an oral agreement if each
not be disturbed on appeal absent manifest error. See Tabco Exploration, 617 So.2d 606.
Moreover, it is well settled that appellate courts owe great deference to factual determinations
that are based upon the trial court’s evaluations as to witnesses’ credibility, and such
determinations may not be disturbed unless they are manifestly erroneous. Allain v. Martco
Partnership, 01-0614 (La.App. 1 Cir. 4/17/02), 828 So.2d 587, rev’d on other grounds, 02-1796
he and his friends had come to an understanding that they would sell Cajun food in Atlanta
together, and they had begun making preparations to this effect. The record reflects that these
preparations did not contemplate that Mr. Fontenot would be the sole proprietor of the business,
with the other gentlemen as his employees. In addition, the record indicates that the first
instance of the group calling themselves by the name “Prairie Cajun Seafood Catering of
evidence that Mr. Fontenot and his friends had an oral agreement to form an association and to
work together toward a common goal before they purchased the mobile kitchen on June 12, 1996.
The second feature of a partnership, as stated in Medline Industries, is that all parties involved
must share in the business’s profits as well as losses. In the partnership agreement dated July 31,
1996, the parties indicated that profits and losses would be allocated according to the following
A [by Mr. Fontenot]. We had a share and then was each going to pay our share of monies as
we needed it, which we did put up as we needed em. Like for the trailer and deposits and all
that stuff was put up by all of us and deposited and you know kind of flowed through there.
The record reflects that the above-named gentlemen intended to share in the profits and losses of
the partnership and also intended to contribute personal resources toward the accomplishment of
Seafood Catering of Louisiana. Furthermore, the various receipts for services that were among
the business records introduced into evidence at trial are all in the name of Prairie Cajun Seafood
Catering. The bank account at NationsBank of Atlanta was established on May 31, 1996, in the
name of “Prairie *185 Cajun Seafood Catering of LA and Associates.” None of these receipts
or documents were in any one party’s name. This indicates that the parties intended to do
at trial.” The record reflects that Mr. Norris was aware of Mr. Fontenot’s partners because they
were named defendants in the present cause of action, owing to their status as “principals” in
Prairie Cajun Seafood Catering, until Mr. Norris voluntarily dismissed them from the suit.
Furthermore, Mr. Fontenot testified that he and Mr. Montelaro, Mr. Brinsmade, and Mr. Turner
were present when the act of sale was passed, and he introduced these gentlemen as his partners.
judge’s determination to this effect, as set forth in the written reasons for judgment, was premised
upon the evidence offered at trial as well as upon the testimony of witnesses. The trial judge
apparently determined that Mr. Fontenot was a more credible witness than Mr. Norris; based
upon our examination of the record, we do not find this determination to be manifestly erroneous.
We now address Mr. Norris’s argument regarding mandate. Mr. Norris claims that the judgment
In support of this assertion, Mr. Norris observes that, pursuant to La.R.S. 10:3-402 FN1, if a
“maker” of a note signs in a *186 representative capacity, he must so indicate on the note. If he
does not, the holder may recover against him personally. Mr. Norris claims that the notation
“d/b/a Prairie Cajun Seafood” indicates only that Mr. Fontenot was the business’s sole proprietor;
as such, he is liable for the entire amounts due on the notes.
person” and the represented person is liable on the instrument, whether or not identified
in the instrument.
(b) If a representative signs the name of the representative to an instrument and the
signature is an authorized signature of the represented person, the following rules apply:
(1) If the form of the signature shows unambiguously that the signature is made on behalf
representative was not intended to be liable on the instrument. With respect to any other
person, the representative is liable on the instrument unless the representative proves that
the original parties did not intend the representative to be liable on the instrument.
(c) If a representative signs the name of the representative as drawer of a check without
indication of the representative status and the check is payable from an account of the
binds the partnership if the partnership benefits by the transaction or the transaction involves
matters in the ordinary course of its business.”
The premise of Mr. Norris’s argument on appeal is that he is a holder in due course of a
negotiable instrument, as defined in La.R.S. 10:3-302 FN2. He points out *187 that Mr. Fontenot
does not contest the signature on the notes as his; moreover, he does not dispute the obligation
evidence of forgery or alteration or is not otherwise so irregular or incomplete as to call
into question its authenticity; and
(2) the holder took the instrument (i) for value, (ii) in good faith, (iii) without notice that
the instrument is overdue or has been dishonored or that there is an uncured default with
respect to payment of another instrument issued as part of the same series, (iv) without
who became a holder in due course with notice of the discharge. Public filing or
recording of a document does not of itself constitute notice of a defense, claim in
recoupment, or claim to the instrument.
(c) Except to the extent a transferor or predecessor in interest has rights as a holder in due
course, a person does not acquire rights of a holder in due course of an instrument taken
due course of the instrument only to the fraction of the amount payable under the
instrument equal to the value of the partial performance divided by the value of the
promised performance.
(e) If (i) the person entitled to enforce an instrument has only a security interest in the
instrument and (ii) the person obliged to pay the instrument has a defense, claim in
reasonable opportunity to act on it.
(g) This Section is subject to any law limiting status as a holder in due course in
particular classes of transactions.
FN3. In particular, Mr. Norris posits that “d/b/a Prairie Cajun Seafood” refers to a
“longstanding personal business that Mr. Fontenot owned as sole proprietor.” In support
In the case sub judice, we find no merit in Mr. Norris’s claim that the trial court’s judgment poses
a threat to the enforcement of negotiable instrument law. Mr. Fontenot testified that he entered
into the act of sale on behalf of a partnership, and the evidence supports this assertion.
Furthermore, as noted above, the Civil Code provides that partners are mandataries of the
partnership in matters pertaining to its business. In the instant appeal, the trailer was essential to
DECREE
For the foregoing reasons, the judgment of the trial court is affirmed. All costs of this
proceeding are assigned to the plaintiff-appellant, Ted Norris.
AFFIRMED.
obligation one of the partnership. After the promissory notes were rewritten and signed, the
group took possession of the kitchen.
Mr. Fontenot testified that the results of the group’s catering endeavor in Atlanta were
“disastrous” and that what little money they made “went back through [the group’s] checking
assumed that the gentlemen were “associated with” Mr. Fontenot and that he “took it for granted
that [Mr. Fontenot] owned the company [that was going to use the kitchen].” Mr. Norris recalled
that his attorney had advised against selling the kitchen to a corporation or to a “group” and had
assured him that the sale was “personally between [him] and Stafford Fontenot.”
On June 9, 1998, Mr. Norris filed suit against Mr. Fontenot, d/b/a Prairie Cajun Seafood Catering
noting that they were “principals in the business Prairie Cajun Seafood Catering of Louisiana.”
However, Mr. Norris voluntarily dismissed Messrs. Brinsmade, Montelaro, and Turner in open
court on May 7, 2001, and on May 29, 2002, *182 in a second supplemental and amending
petition, he requested that references to these gentlemen be “delete[d]” from his petition. On
May 24, 2002, Mr. Fontenot filed an exception of failure to join an indispensable party-viz., the
The eight thousand dollar ($8000.00) check dated June 11th, 1996 was signed by Doug
Brinsmade, from Prairie Cajun Seafood Catering of Louisiana.
Mr. Norris indicated that he did business with Stafford Fontenot.
Della Norris, wife of Plaintiff, testified that they were dealing with Stafford Fontenot and that
Mr. Fontenot never indicated to them that he had partners with him in the business.
Judge William Bennett, in his deposition taken for trial purposes on July 31st, 2001, testified
that he “remembers [sic] that there were a group of guys that wanted to buy this machine.
And they wanted to form a corporation or a partnership that was not yet formed. The
transaction was done and it was my understanding that they were going to form a partnership,
and then the partnership was going to take over the debt from Mr. Fontenot or whoever it was
A checking account was established in the name of Prairie Cajun Seafood Catering of
Louisiana.
A check in the sum of eight thousand dollars ($8000.00) was written from Prairie Cajun
Seafood Catering of Louisiana to Della Norris, signed by Doug Brinsmade.
The two (2) notes were signed by Stafford Fontenot, d/b/a Prairie Cajun Seafood Catering of
plus interest and 25% attorney fees.
Mr. Norris appeals this judgment, claiming in his sole assignment of error that the trial judge
incorrectly determined that Mr. Fontenot was not personally liable on the notes.
Discussion
On appeal, Mr. Norris contests the validity of the trial judge’s conclusion that Mr. Fontenot, Mr.
A partnership is a juridical person, distinct from its partners, created by a contract between two
or more persons to combine their efforts or resources in determined proportions and to
collaborate at mutual risk for their common profit or commercial benefit.
Trustees and succession representatives, in their capacities as such, and unincorporated
associations may be partners.
determined proportions by them; (2) all parties must share in the losses as well as the profits of
the venture; and (3) the property or stock of the enterprise must form a community of goods in
which each party has a proprietary interest.
Medline Indus., Inc. v. All-Med Supply & Equip., 94-1504, p. 5 (La.App. 1 Cir. 4/7/95), 653
So.2d 830, 833. Moreover, a partnership may be formed pursuant to an oral agreement if each
not be disturbed on appeal absent manifest error. See Tabco Exploration, 617 So.2d 606.
Moreover, it is well settled that appellate courts owe great deference to factual determinations
that are based upon the trial court’s evaluations as to witnesses’ credibility, and such
determinations may not be disturbed unless they are manifestly erroneous. Allain v. Martco
Partnership, 01-0614 (La.App. 1 Cir. 4/17/02), 828 So.2d 587, rev’d on other grounds, 02-1796
he and his friends had come to an understanding that they would sell Cajun food in Atlanta
together, and they had begun making preparations to this effect. The record reflects that these
preparations did not contemplate that Mr. Fontenot would be the sole proprietor of the business,
with the other gentlemen as his employees. In addition, the record indicates that the first
instance of the group calling themselves by the name “Prairie Cajun Seafood Catering of
evidence that Mr. Fontenot and his friends had an oral agreement to form an association and to
work together toward a common goal before they purchased the mobile kitchen on June 12, 1996.
The second feature of a partnership, as stated in Medline Industries, is that all parties involved
must share in the business’s profits as well as losses. In the partnership agreement dated July 31,
1996, the parties indicated that profits and losses would be allocated according to the following
A [by Mr. Fontenot]. We had a share and then was each going to pay our share of monies as
we needed it, which we did put up as we needed em. Like for the trailer and deposits and all
that stuff was put up by all of us and deposited and you know kind of flowed through there.
The record reflects that the above-named gentlemen intended to share in the profits and losses of
the partnership and also intended to contribute personal resources toward the accomplishment of
Seafood Catering of Louisiana. Furthermore, the various receipts for services that were among
the business records introduced into evidence at trial are all in the name of Prairie Cajun Seafood
Catering. The bank account at NationsBank of Atlanta was established on May 31, 1996, in the
name of “Prairie *185 Cajun Seafood Catering of LA and Associates.” None of these receipts
or documents were in any one party’s name. This indicates that the parties intended to do
at trial.” The record reflects that Mr. Norris was aware of Mr. Fontenot’s partners because they
were named defendants in the present cause of action, owing to their status as “principals” in
Prairie Cajun Seafood Catering, until Mr. Norris voluntarily dismissed them from the suit.
Furthermore, Mr. Fontenot testified that he and Mr. Montelaro, Mr. Brinsmade, and Mr. Turner
were present when the act of sale was passed, and he introduced these gentlemen as his partners.
judge’s determination to this effect, as set forth in the written reasons for judgment, was premised
upon the evidence offered at trial as well as upon the testimony of witnesses. The trial judge
apparently determined that Mr. Fontenot was a more credible witness than Mr. Norris; based
upon our examination of the record, we do not find this determination to be manifestly erroneous.
We now address Mr. Norris’s argument regarding mandate. Mr. Norris claims that the judgment
In support of this assertion, Mr. Norris observes that, pursuant to La.R.S. 10:3-402 FN1, if a
“maker” of a note signs in a *186 representative capacity, he must so indicate on the note. If he
does not, the holder may recover against him personally. Mr. Norris claims that the notation
“d/b/a Prairie Cajun Seafood” indicates only that Mr. Fontenot was the business’s sole proprietor;
as such, he is liable for the entire amounts due on the notes.
person” and the represented person is liable on the instrument, whether or not identified
in the instrument.
(b) If a representative signs the name of the representative to an instrument and the
signature is an authorized signature of the represented person, the following rules apply:
(1) If the form of the signature shows unambiguously that the signature is made on behalf
representative was not intended to be liable on the instrument. With respect to any other
person, the representative is liable on the instrument unless the representative proves that
the original parties did not intend the representative to be liable on the instrument.
(c) If a representative signs the name of the representative as drawer of a check without
indication of the representative status and the check is payable from an account of the
binds the partnership if the partnership benefits by the transaction or the transaction involves
matters in the ordinary course of its business.”
The premise of Mr. Norris’s argument on appeal is that he is a holder in due course of a
negotiable instrument, as defined in La.R.S. 10:3-302 FN2. He points out *187 that Mr. Fontenot
does not contest the signature on the notes as his; moreover, he does not dispute the obligation
evidence of forgery or alteration or is not otherwise so irregular or incomplete as to call
into question its authenticity; and
(2) the holder took the instrument (i) for value, (ii) in good faith, (iii) without notice that
the instrument is overdue or has been dishonored or that there is an uncured default with
respect to payment of another instrument issued as part of the same series, (iv) without
who became a holder in due course with notice of the discharge. Public filing or
recording of a document does not of itself constitute notice of a defense, claim in
recoupment, or claim to the instrument.
(c) Except to the extent a transferor or predecessor in interest has rights as a holder in due
course, a person does not acquire rights of a holder in due course of an instrument taken
due course of the instrument only to the fraction of the amount payable under the
instrument equal to the value of the partial performance divided by the value of the
promised performance.
(e) If (i) the person entitled to enforce an instrument has only a security interest in the
instrument and (ii) the person obliged to pay the instrument has a defense, claim in
reasonable opportunity to act on it.
(g) This Section is subject to any law limiting status as a holder in due course in
particular classes of transactions.
FN3. In particular, Mr. Norris posits that “d/b/a Prairie Cajun Seafood” refers to a
“longstanding personal business that Mr. Fontenot owned as sole proprietor.” In support
In the case sub judice, we find no merit in Mr. Norris’s claim that the trial court’s judgment poses
a threat to the enforcement of negotiable instrument law. Mr. Fontenot testified that he entered
into the act of sale on behalf of a partnership, and the evidence supports this assertion.
Furthermore, as noted above, the Civil Code provides that partners are mandataries of the
partnership in matters pertaining to its business. In the instant appeal, the trailer was essential to
DECREE
For the foregoing reasons, the judgment of the trial court is affirmed. All costs of this
proceeding are assigned to the plaintiff-appellant, Ted Norris.
AFFIRMED.