978 So. 2d 1210

Marlin MATHIS, Plaintiff-Appellee v. Herbert VANDENBERG, Defendant-Appellant.

No. 42,973-CA.

Court of Appeal of Louisiana, Second Circuit.

March 19, 2008.

Storms & Storms by Tyler Graham Storms, L.L.C., Ruston, for Appellant Herbert Vandenberg.

Bleich & Burnett, APLC by Gerald Wade Burnett, Shreveport, for Respondent Liquidator.

*1211Hudson, Potts & Bernstein, L.L.P., by Stephen Adam North, Monroe, for Appel-lee Marlin Mathis.

Michael Stephen Coyle, Ruston, for Ap-pellee Lincoln General Hospital.

Robert Douglas Wood, Jr., for Appellee Community Trust Bank.

Jeffrey Levance Robinson, Jonesboro, for Appellees Stan Mahaffey and Dan French.

Yumeaka Robinson Washington, for Ap-pellee Radian Hennigan.

Before STEWART, PEATROSS and DREW, JJ.

DREW, J.

|, Dr. Herbert Yandenberg appeals a judgment denying his claim for funds held in trust and allegedly due him from the liquidation of businesses in which he had ownership. The trial court decided that the liquidation had been properly finalized and concluded that Yandenberg was not entitled to the funds held in trust in the liquidation. Having made a careful review of the record, we affirm the judgment of the trial court and direct that Vandenberg pay the costs of this appeal.

FACTS

Vandenberg and Marlin Mathis went into business together, with each having a 50% ownership interest in three juridical entities:

• NCL Hospitals, L.L.C.;
• Jackson Rehabilitation Services, Inc.; and
• Paradigm One, Inc.

These operations were owned and operated as a psychiatric hospital and clinics with Vandenberg providing the care and Mathis running the businesses. The working relationship between the two men became fractious, leading to this unhappy chronology:

• November 2003 — Liquidation proceedings were instituted.
• May 2004 — By consent judgment, the three enterprises were placed into dissolution, with attorney G. Wade Burnett being appointed as Liquidator.1
• December 2004 — The trial court approved the Joint Settlement and Mutual Release between Vandenberg, Mathis, and the Liquidator (Burnett), who was ordered: to pay certain debts, to send notice to all known creditors, to publish required notices, and, after the expiration |aof the statutory time limit2 for notice of claims, to present a proposed final disbursement schedule, along with an order by which to terminate the proceedings.
• February 2005 — All known creditors received letters advising them of the situation, and a notice was published twice in four area newspapers. Both the correspondence and the publications legally triggered a requirement of action by any creditors desiring to present claims to the Liquidator.
• January 2006 — The Liquidator evaluated all claims made and requested authority to pay certain uncontested debts. The trial court approved the request.
• December 2006 — The Liquidator filed two rules, each being set for hearing on February 8, 2007:
(1) a rule regarding final payment of debts, and
(2) a rule regarding disputed funds held in trust.
*1212• February 7, 2007 — The day before the rule date, Vandenberg filed an eleventh-hour claim for almost $60,000 allegedly due him (not a third party), relative to a “TriSpan” debt owed to NCL. The Liquidator properly chose not to honor this tardy and contractually unsupported claim.
• February 8, 2007-By stipulation of the parties, the trial court granted the rule regarding final payment of certain uncontested debts.
• February 8, 2007-The trial court also ruled that Mathis should receive all funds held in trust and further found that all requirements for a final liquidation had been met (over three years having passed since commencement of this litigation).

Vandenberg now takes exception to these rulings through this appeal.

DISCUSSION

Legality of Final Liquidation, Rejection of Eleventh-Hour Claim, Payment to Mathis of the Funds Remaining in Trust with the Liquidator

This appeal is controlled by the clear terms of the Joint Settlement Agreement and by the requirements of La. R.S. 12:147,3 the provisions of Leach having been scrupulously followed by the Liquidator and the trial court. The statute in question has not been amended since 1968.

The Joint Settlement and Mutual Release Agreement requires no interpretation:

*12132. For and in consideration of Mathis’s release and waiver of all rights under that certain purchase agreement by and between Mathis and the Liquidator and further in consideration of the | ¿redemption of the entirety of Mathis’ membership interests and/or stock, as the case may be, in the Companies, the Liquidator shall transfer, convey and/or assign to Mathis, free and clear of any [and] all liens or other encumbrances, the following described properties:
C. All rights of NCL Hospitals, L.L.C. and Paradigm One, Inc. as regards such company’s rights of medicaid/medicare reimbursement and/or receivables and reimbursements due such companies from governmental agencies including, but not being limited to, those administered through that entity known and generally referred to as “TriSpan”; and

By the clear terms of the Settlement Agreement, Vandenberg is not entitled to receive any trust sums related to an NCL Hospital reimbursement, as administered by “TriSpan,” which is the exact nature of this contested $60,000 claim. A deal’s a deal.

These parties are clearly well educated and sophisticated investors, represented at all times by excellent counsel. The terms of the Joint Settlement Agreement were considered in detail prior to the parties’ entering into the agreement. Accordingly, Vandenberg’s claim to a portion of the proceeds in trust is invalid for two reasons:

• The claim is not allowable under the clear terms of the Joint Settlement Agreement.
• The claim comes far too late for consideration by the Liquidator and by the learned trial court.

The liquidation statutes set out a procedure to finalize unhappy proceedings such as these. The Liquidator and the trial court were reasonable and even-handed in all dealings herein. It was appropriate and lawful for the trial court to conclude the liquidation, and it was also appropriate and lawful that Mathis should receive the funds remaining in the hands of the Liquidator.

| ¿DECREE

We affirm the judgment of the learned trial court in all respects, with all costs of this appeal to be paid by appellant.

AFFIRMED, WITH ALL APPEAL COSTS TO BE PAID BY APPELLANT.

Mathis v. Vandenberg
978 So. 2d 1210

Case Details

Name
Mathis v. Vandenberg
Decision Date
Mar 19, 2008
Citations

978 So. 2d 1210

Jurisdiction
Louisiana

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