1955 Nola Holdings, L.L.C. v. Windy Hill Pictures L.L.C.

Corrected Copy

1955 NOLA HOLDINGS, L.L.C. * NO. 2023-CA-0050

VERSUS *
COURT OF APPEAL
WINDY HILL PICTURES *
L.L.C. FOURTH CIRCUIT
*
STATE OF LOUISIANA
*******

APPEAL FROM
CIVIL DISTRICT COURT, ORLEANS PARISH
NO. 2021-06205, DIVISION “L”
Honorable Kern A. Reese, Judge
******
Judge Karen K. Herman
******
(Court composed of Judge Daniel L. Dysart, Judge Paula A. Brown, Judge Karen
K. Herman)

McClain R. Schonekas
William P. Gibbens
SCHONEKAS EVANS McGOEY & McEACHIN, LLC
909 Poydras Street, Suite 1600
New Orleans, Louisiana 70112

COUNSEL FOR PLAINTIFF/APPELLANT

Andrew R. Lee
JONES WALKER LLP
201 St. Charles Avenue
51st Floor
New Orleans, Louisiana 70170

COUNSEL FOR PRENTISS PATRICK/APPELLEE

Leo David Congeni
CONGENI LAW FIRM, LLC
650 Poydras Street, Suite 2750
New Orleans, Louisiana 70130

COUNSEL FOR WINDY HILL PICTURES, LLC/APPELLEE

AFFIRMED IN PART; REVERSED IN PART; REMANDED
OCTOBER 2, 2023

KKH
DLD
PAB
Plaintiff, 1955 Nola Holdings, LLC (“Nola Holdings”), appeals the June 14,

2022 Judgment granting a partial exception of no cause of action dismissing, with

prejudice, Nola Holdings’ breach of fiduciary duties claim (Count V) against

defendant, Prentiss “Buddy” Patrick (“Mr. Patrick”) and dismissing, with

prejudice, Nola Holdings’ claim for violation of the Louisiana Securities Law, La.

R.S. 51:701, et seq. (Count VII) against both Mr. Patrick and Windy Hill Pictures,

LLC (“Windy Hill”) (collectively “defendants”). The June 14, 2022 Judgment also

denied defendants’ Exception of Res Judicata, without prejudice, and ordered the

parties to conduct certain limited discovery.

Nola Holdings also appeals the November 16, 2022 Judgment granting

defendants’ re-urged Exception of Res Judicata dismissing, with prejudice, Nola

Holdings’ claims against both defendants for negligent representation (Count III),

intentional misrepresentation and/or fraud (Count IV), violation of the Louisiana

Uniform Trade Practices Act, La. R.S. 51:1404, et seq. (“LUTPA”) (Count VI),

and detrimental reliance (Count VIII).1 The November 16, 2022 Judgment also

1 Nola Holdings’ claims for writ of sequestration (Count I) and breach of contract (Count II)

remain against Windy Hill.

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denied Nola Holdings’ request for leave to amend its petition. For the reasons set

forth below, we affirm in part, reverse in part, and remand for further proceedings.

STATEMENT OF FACTS AND PROCEDURAL HISTORY

In June 2020, Mr. Patrick, acting on behalf of Windy Hill (a single member

LLC), reached out to Nola Holdings’ managing partner, Kevin Clifford (“Mr.

Clifford”), seeking a “bridge loan”2 to finance the production of a movie, “The

Alchemist.” Windy Hill operates within the film industry securing third-party

bridge loans for movie production until permanent financing is obtained. Nola

Holdings invests in various business opportunities.

Beginning in June 2020, Nola Holdings made a series of loans3 to Windy

Hill for production of The Alchemist, with the final advance of $3,050,000.00 on

January 13, 2021. On January 15, 2021, Mr. Clifford requested that Windy Hill’s

attorney, Allen E. Frederic, III (“Mr. Frederic”), update the parties’ loan agreement

to reflect that latest payment.

On January 15, 2021, Mr. Clifford and Mr. Patrick (on behalf of their

respective companies) executed the Amended and Restated Loan and Security

Agreement (“Agreement”), drafted by Mr. Frederic. The Agreement provides for

Windy Hill’s total indebtedness of $5,050,000.00 plus a 20% financing fee due on

or before April 5, 2021. Pertinent to this litigation, the Agreement also contains

the following provision (“Release”):

13. RELEASE. In consideration of the agreements of Borrower and
Lender contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, (a) Borrower hereby releases and forever discharges
Lender and its respective directors, officers, employees, agents,
attorneys, affiliates, subsidiaries, successors and permitted assigns

2 A bridge loan is a short-term/high interest loan.
3 The series of loans is also referred to in the record as “tranches.”

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from any and all liabilities, obligations, actions, contracts, claims,
causes of action, damages, demands, costs and expenses whatsoever
(collectively “Claims”), of every kind and nature, however evidenced
or created, whether known or unknown, arising prior to or on the date
of this Agreement including, but not limited to, any Claims involving
the extension of credit under or administration of this Agreement, or
the indebtedness incurred by Borrower or any other transactions
evidenced by this Agreement, in each case arising prior to or on the
date of this Agreement, and (b) Lender hereby releases and forever
discharges Borrower and its respective directors, officers, employees,
agents, attorneys, affiliates, subsidiaries, successors and permitted
assigns from any and all Claims, of every kind and nature, however
evidenced or created, whether known or unknown, arising prior to or
on the date of this Agreement including, but not limited to, any
Claims involving the extension of credit under or administration of
this Agreement, or the indebtedness incurred by Borrower or any
other transactions evidenced by this Agreement, in each case arising
prior to or on the date of this Agreement.

Windy Hill defaulted on the loan as of April 5, 2021. On July 21, 2021,

Nola Holdings filed a Petition for Damages and for Writ of Sequestration against

Windy Hill.

On January 25, 2022, Nola Holdings filed a First Supplemental and

Amended Verified Petition for Damages, asserting claims against Mr. Patrick for

negligent misrepresentation, intentional misrepresentation and/or fraud, and breach

of fiduciary duties. The amended petition also asserted claims against both

defendants for detrimental reliance and for violations of LUTPA and the Louisiana

Securities Law. As explained in more detail below, Nola Holdings maintains that

Mr. Patrick induced Mr. Clifford and Nola Holdings to invest in The Alchemist by

falsely representing the financial stability of the project.

On March 18, 2022, Mr. Patrick filed an Exception of Res Judicata, seeking

dismissal of the six claims raised against him in the amended petition, i.e.,

negligent misrepresentation, intentional misrepresentation and/or fraud, breach of

fiduciary duties, detrimental reliance, and violations of LUTPA and the Louisiana

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Securities Law. The sole basis for the Exception of Res Judicata is the

Agreement’s Release clause, as set forth above.

On March 21, 2022, Mr. Patrick also filed a partial Exception of No Cause

of Action seeking to dismiss five of the six claims raised against him in the

amended petition, i.e., negligent misrepresentation, breach of fiduciary duties,

detrimental reliance, LUTPA violations, and Louisiana Securities Law violations.

On April 22, 2022, Windy Hill filed Exceptions of Res Judicata and No

Cause of Action, adopting the assertions made by Mr. Patrick in his exceptions,

with respect to the claims made against Windy Hill for detrimental reliance,

LUPTA violations, and Louisiana Securities Law violations.

The exceptions were brought for hearing on June 3, 2022. Judgment was

rendered June 14, 2022, denying the Exception of Res Judicata but further

ordering the parties to conduct certain discovery limited to the issues presented in

the Exception of Res Judicata. Specifically, the parties were instructed to take the

depositions of Mr. Clifford, Mr. Patrick and Mr. Frederic, following which, the

trial court would entertain any re-urged exceptions.

The June 14, 2022 Judgment further provided that the Exception of No

Cause of Action was granted in part and denied in part. Specifically, the Exception

was sustained as to the breach of fiduciary duties claim against Mr. Patrick and the

claims against both defendants pursuant to the Louisiana Securities Law. In all

other respects, the Exception of No Cause of Action was denied.

Subsequent to the June 14, 2022 Judgment, the parties issued written

discovery requests and conducted the depositions of Mr. Clifford, Mr. Patrick, and

Mr. Frederic. Thereafter, the defendants re-urged the Exception of Res Judicata.

That matter was brought before the trial court on November 4, 2022. Judgment

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was rendered November 16, 2022, granting the Exception of Res Judicata as to

both defendants and further ordering that “the Petition, as amended, Counts III

[negligent misrepresentation], IV [intentional misrepresentation and/or fraud], VI

[LUTPA], and VIII [detrimental reliance] are found to be res judicata and are

hereby DISMISSED WITH PREJUDICE as to all Defendants.”

The November 16, 2022 Judgment further denied Nola Holdings’ request for

leave to amend its petition. Nola Holdings sought leave to amend in order to state

a cause of action for any of Mr. Patrick’s fraudulent acts that occurred after the

Agreement was executed on January 15, 2021(“post-Agreement fraud”).

Nola Holdings’ timely appeal of the June 14, 2022 and the November 16,

2022 judgments followed.

LAW AND ANALYSIS

Nola Holdings asserts the following assignments of error:

1. The district court erred in signing an overbroad judgment
prepared by defense counsel which ostensibly dismissed post-
Agreement fraud claims, which defendant originally conceded were
“live” and conceded were not subject to dismissal on res judicata
grounds, but then indicated in re-urging res judicata that such post-
release fraud claims were not sufficiently alleged;

2. The district court erred in holding that res judicata applies to
bar fraud claims arising from post-Agreement misrepresentations in
contravention of Louisiana Civil Code article 2004 and in dismissing
with prejudice Nola Holdings’ post-Agreement fraud and related
claims that could not be and were not released, and the district court
compounded this error by denying Nola Holdings’ leave to amend;

3. The district court erred in holding that res judicata precludes
Nola Holdings from asserting fraud and related claims, erred in
holding that the unusual and ambiguous release provision was valid,
and erred in holding that the parties intended to release fraud;

4. The district court erred in holding that no exception to res
judicata is applicable, where two exceptions are implicated; and

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5. The district court procedurally erred in sustaining, in part,
defendants’ partial Exception of No Cause of Action.

Exception of Res Judicata

The defendants asserted in their Exception of Res Judicata that all of Nola

Holdings’ tort-related claims were precluded by the Release, specifically because

the parties agreed to release all claims “of every kind and nature, however

evidenced or created, whether known or unknown, arising prior to or on the date of

this Agreement.” The trial court agreed, and granted the exception.

As this Court has previously noted, “[t]he doctrine of res judicata precludes

re-litigation of claims and issues arising out of the same factual circumstances

when there is a valid final judgment. It is designed to promote judicial efficiency

and final resolution of disputes.” Igbokwe v. Moser, 2012-1366, p. 4 (La. App. 4

Cir. 4/24/13), 116 So.3d 727, 730 (citations omitted).

“[W]hile ordinarily premised on a final judgment, the doctrine of res

judicata also applies where there is a compromise or settlement of a disputed claim

or matter that has been entered into between the parties.” Lewis v. Wieber, 2021-

0476, p. 13 (La. App. 4 Cir. 7/6/22), 344 So.3d 168, 176 (quoting Joseph v.

Huntington Ingalls Inc., 2018-02061, p. 3 (La. 1/29/20), 347 So.3d 579, 584).

“A compromise is a contract whereby the parties, through concessions made

by one or more of them, settle a dispute or an uncertainty concerning an obligation

or other legal relationship.” La. C.C. art. 3071. “A release executed in exchange

for consideration is a compromise.” Deaville v. Exxon Mobil Corp., 2021-0240, p.

8 (La. App. 4 Cir. 5/3/21), 319 So.3d 381, 386 (quoting Carrie v. La. Farm Bureau

Cas. Ins. Co., 2004-1001, p. 3 (La. App. 4 Cir. 2/16/05), 900 So.2d 841, 843).

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“The party asserting a release as the basis for its objection of res judicata,

bears the burden of proof on the validity and scope of the release.” Childs v.

Woods, 2001-1444, p. 3 (La. App. 1 Cir. 6/21/02), 822 So.2d 732, 734 (citing

Brown v. Drillers, Inc., 93-1019, p. 6 (La. 1/14/94), 630 So.2d 741, 747).

The appellate standard of review of exceptions of res judicata has been set

forth as follows:

The standard of review of a peremptory exception of res
judicata requires an appellate court to determine if the trial court’s
decision is legally correct or incorrect. BBCL Entrs., LLC v.
American Alt. Ins. Corp., 15-0469, p. 3 (La. App 4 Cir. 2/3/16) 187
So.3d 65, 67 (quoting Myers v. Nat’l Union Fire Inc. So. of Louisiana,
09-1517, p. 5 (La. App. 4 Cir. 5/19/10), 43 So.3d 207, 210). Factual
issues are reviewed on a manifest error/clearly wrong basis. BBCL
Entrs., LLC, 187 So.3d at 67 (citing Countrywide Home Loans Serv.,
LP v. Thomas, 12-1304, p. 3 (La. App. 4 Cir. 3/20/13), 113 So.3d 355,
357).

In re Precept Credit Opportunities Fund, L.P., 2022-0067, p. 3 (La. App. 4 Cir.

9/16/22), 348 So.3d 844, 846.

In this appeal, Nola Holdings argues that the trial court erred in granting the

Exception of Res Judicata based on the Release because: 1) the Agreement was

vitiated by fraud;4 2) the Release was unusual and ambiguous; and 3) the parties

did not intend to release fraud.5

Regarding fraud, this Court has stated:

“Fraud” is defined as a “misrepresentation or a suppression of
the truth made with the intention either to obtain an unjust advantage
for one party or to cause a loss or inconvenience to the other. Fraud
may also result from silence or inaction.” La. C.C. art. 1953. In Yi-
Zarn Wang v. Boudreaux, this Court noted “[t]he two essential
elements of fraud are the intent to defraud or gain an unfair advantage

4 La. C.C. art. 3082 provides, in pertinent part, that “[a] compromise may be rescinded for error,

fraud, and other grounds for the annulment of contracts.”
5 La. C.C. art. 3076 provides that “[a] compromise settles only those differences that the parties

clearly intended to settle, including the necessary consequences of what they express.”

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and actual or probable damage.” 2020-0249, p. 12 (La. App. 4 Cir.
1/15/20), 310 So.3d 730, 738 (quoting Dutton & Vaughan, Inc. v.
Spurney, 600 So.2d 693, 698 (La. App. 4 Cir. 1992)).

The essential elements of “intentional misrepresentation” are
“(1) a misrepresentation of material fact, (2) made with the intent to
deceive, (3) causing justifiable reliance with resulting injury.” Sys.
Eng’g & Sec., Inc. v. Sci. & Eng’g Ass’ns, Inc., 2006-0974, p. 3 (La.
App. 4 Cir. 6/20/07), 962 So.2d 1089, 1091 (quoting Goodman v. Dell
Publishing Co., 1995 WL 428602 (E.D. La.1995)).

McGaha v. Franklin Homes, Inc., 2021-0244, pp. 37-38 (La. App. 4 Cir. 2/4/22),

335 So.3d 842, 865, writ denied, 2022-00374 (La. 4/26/22), 336 So.3d 897.

Nola Holdings alleged in its amended petition that beginning in June 2020,

Mr. Patrick falsely represented that Sony was fully financing The Alchemist, from

which Nola Holdings would be repaid. It further alleged that Mr. Patrick falsely

represented, among other things, that various investors had committed tens of

millions of dollars to the project, that numerous Oscar winners had committed to

working on the project, that financial models predicted a minimum $300 million

profit for the production, and that Nola Holdings would be paid back quickly

when, in fact, the project did not have adequate funding.

Mr. Clifford testified in his deposition that the representation of Sony’s

financial involvement was critical to his decision to invest in the project. He

further stated that he was never told that Sony backed out of the deal. However,

after further questioning, Mr. Clifford conceded that in December 2020, prior to

the January 13, 2021 advance of more than $3,000,000.00, and prior to signing the

January 15, 2021 Agreement, Mr. Patrick informed him, via two separate emails,

that Sony had opted out. Mr. Clifford identified the relevant emails but stated he

did not recall seeing them.

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It is clear from the record that prior to executing the Agreement, Mr.

Clifford was told that Sony would not be financing the film. Thus, there is no

evidence that Mr. Clifford was fraudulently induced by the Sony representation.

The record also reflects that from June 2020, through January 15, 2021, Mr.

Patrick sent Mr. Clifford numerous and very detailed emails containing updates on

the progress of the production, including potential deals from various investors, the

interest shown from certain celebrities and directors, and the potential return on

their investment. While the emails reflect that Mr. Patrick remained highly

optimistic in the film’s progress and in its potential financial outcome, Nola

Holdings has not demonstrated that Mr. Patrick fraudulently induced Mr. Clifford

to enter into the Agreement.

A claim of fraud “cannot be predicated on unfulfilled promises or statements

as to future events. Fraud may be predicated on promises made with the intention

not to perform at the time the promise is made.” Sun Drilling Prods. Corp. v.

Rayborn, 2000-1884, p. 15 (La. App. 4 Cir. 10/03/01), 798 So.2d 1141, 1152

(citing Dutton and Vaughan, Inc. v. Spurney, 600 So.2d 693, 698 (La. App. 4 Cir.

3/26/92).

Here, the alleged misrepresentations are promissory in nature and are

predominately subject to actions to be performed by third parties. That Mr. Patrick

may have misjudged his ability to successfully get the film produced is not

actionable fraud. It is evident from the record that Mr. Patrick also had a financial

stake in the success of the film. In sum, on the record before us, we find Nola

Holdings’ argument that the Agreement was vitiated by fraud to be unpersuasive.

In an effort to determine whether the parties to the Agreement were on an

equal playing field, and specifically whether Mr. Clifford was a sophisticated

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businessman, the trial court instructed the parties to depose Mr. Clifford, Mr.

Patrick and Mr. Frederic.

Mr. Clifford’s deposition testimony revealed that he: 1) retired in 2019 as

Chairman and CEO of a multi-trillion dollar global investment firm ; 2) formed

Nola Holdings in March 2020, from which he made multi-million dollar real estate

and private equity investments; 3) was involved in other film projects/bridge loans

with Mr. Patrick and/or Windy Hill, where the contracts included virtually

identical release clauses; 4) acknowledged that he read the Release multiple times

before signing the Agreement; 5) did not consult outside counsel before signing the

Agreement; and 6) acknowledged that he sought legal advice from Mr. Frederic

regarding some of his other investments.

Mr. Frederic stated in his deposition that he was acting as Windy Hill’s

attorney when he drafted the Agreement, upon Mr. Clifford’s request. He further

explained that when representing a borrower in a loan agreement, “I always serve

this up.” He considered the Release clause to be a fairly standard provision.

Mr. Patrick testified that Mr. Clifford’s experience in the film industry was

limited. However, Mr. Patrick stated that he did approximately six or seven film-

related deals with Mr. Clifford.

At the hearing on the re-urged Exception of Res Judicata, the trial court

stated that after considering the deposition testimony, he was satisfied as to the

“sophistication of the lender.” The trial court further stated that “I think [Mr.

Clifford] had a bad case of understanding. It’s a five million dollar deal on both

sides of the equation. He had every opportunity to show everything to anyone and

he signed it anyway.”

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The record before us supports the trial court’s factual findings. Mr. Clifford

and Mr. Patrick are two commercially sophisticated parties who have some history

of doing business together on film projects. Mr. Clifford acknowledged that he

read the Release more than once and that he did not seek outside counsel before

signing. Moreover, Mr. Clifford conceded in his deposition that the same Release

clause was contained in the two prior versions of the Agreement as well as a loan

agreement that the parties perfected on another film project.

Regarding Nola Holdings’ claim that the Agreement was unusual and

ambiguous, we look to the well-established principles of contract interpretation.

“Interpretation of a contract is the determination of the common intent of the

parties.” La. C.C. art. 2045. “When the words of a contract are clear and explicit

and lead to no absurd consequences, no further interpretation may be made in

search of the parties’ intent.” La. C.C. art. 2046. “Each provision in a contract

must be interpreted in light of the other provisions so that each is given the

meaning suggested by the contract as a whole.” La. C.C. art. 2050.

For purposes of contract interpretation, “[a] contract is considered

ambiguous on the issue of intent when either it lacks a provision bearing on that

issue, the terms of a written contract 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.” Andry v. Omega

Hosp., LLC, 2019-0459, p. 6 (La. App. 4 Cir. 11/6/19), 282 So.3d 1170, 1174

(quoting Campbell v. Melton, 2001-2578, p. 6 (La. 5/14/02), 817 So.2d 69, 75).

As the Louisiana Supreme Court further explained in Campbell, 2001-2578,

pp. 8-9, 817 So.2d at 76,

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The rules of construction do not authorize a perversion of the
words or the exercise of inventive powers to create an ambiguity
where none exists or the making of new contract when the terms
express with sufficient clearness the parties’ intent. Peterson v.
Schimek, 2000-2644 (La. 9/18/00), 767 So.2d 707; Reynolds v. Select
Properties, Ltd., 93-1480 (La. 4/11/94), 634 So.2d 1180, 1183. The
fact that one party may create a dispute about the meaning of a
contractual provision does not render the provision ambiguous. See
Slocum-Stevens Ins. Agency, Inc. v. International Risk Consultants,
Inc., 27,353 (La. App. 2 Cir. 12/11/95), 666 So.2d 352, writ denied,
96-0102 (La. 3/8/96), 669 So.2d 399.

“The interpretation of the language of a contract is a question of law subject

to the de novo standard of review on appeal, while factual determinations are

subject to the manifest error standard of review.” TKTMJ, Inc. v. Sewerage and

Water Bd. of New Orleans, 2020-0154, p. 5 (La. App. 4 Cir. 12/16/20), 366 So.3d

276, 238 (quoting Bodenheimer v. Carrollton Pest Control & Termite Co., 2017-

0595, p. 7 (La. App. 4 Cir. 2/14/18), 317 So.3d 351, 357).

At the outset, we note that Nola Holdings stated in its petition, and Mr.

Clifford reiterated in his deposition, that the Agreement is valid and binding.

Furthermore, a plain reading of the Release reveals no ambiguity. The parties

agreed to a mutual release of “all Claims, of every kind and nature, however

evidenced or created, whether known or unknown, arising prior to or on the date of

this Agreement.” The fact that the clause may not typically be found in lending

agreements does not render it ambiguous. Finally, considering the clear language

of the Release, we find no merit in Nola Holdings’ argument that the Release did

not apply to fraud claims.

Based on the above, we find that the record supports the trial court’s

conclusion that the Agreement was valid and binding and that the claims asserted

in Nola Holdings’ amended petition were precluded by the Release. Accordingly,

the Exception of Res Judicata was properly granted.

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Leave to Amend

It is well-established that “[w]hen the grounds of the objection pleaded by

the peremptory exception may be removed by amendment of the petition, the

judgment sustaining the exception shall order such amendment within the delay

allowed by the court.” La. C.C.P. art. 934. “Indeed, it is mandatory that the trial

judge permit an amendment of the pleadings when there is a conceivable

possibility that a cause of action may yet be stated by a plaintiff.” Musa v. Musa,

2018-1066, p. 9 (La. App. 4 Cir. 4/3/19), 267 So.3d 1190, 1196 (quoting Cooper v.

Pub. Belt R.R., 2000-0378, p. 4 (La. App. 4 Cir. 12/20/00), 776 So.2d 639, 641).

Here, Nola Holdings argues that the trial court erred in denying its motion

for leave to amend its petition to state a cause of action for post-Agreement fraud.

Nola Holdings first asserts that the granting of the Exception of Res Judicata could

not and would not have dismissed the post-Agreement fraud claims, considering

that the Agreement only released claims “arising prior to or on the date of this

Agreement.” Second, Nola Holdings points out that Mr. Patrick’s counsel

specifically represented at trial that, “I am not going to suggest that it [the Release]

releases post-release claims, and I will concede that those are live . . . .”

The defendants submit that an amendment would be futile because Mr.

Clifford testified that in late March 2021, shortly after he signed the Agreement

and before the loan went into default, he came to disbelieve anything Mr. Patrick

said, thus destroying the necessary reliance component to any post-Agreement

fraud claim. We find no merit in this argument.

Nola Holdings’ Amended Petition does allege that Mr. Patrick made certain

misrepresentations regarding the financial future of The Alchemist after the

January 15, 2021 execution of the Agreement. While those allegations appear to

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be somewhat generalized, we are not prepared to say that the basis for the

objection to the petition cannot be removed by amendment to sufficiently allege

post-Agreement fraud claims with more specificity.

Considering the above, we find that pursuant to La. C.C.P art. 934, the trial

court erred in denying Nola Holdings’ motion for leave to amend its petition.

Accordingly, the trial court’s ruling denying the amendment is reversed and the

matter is remanded to afford Nola Holdings the opportunity to amend its petition.

Exception of No Cause of Action

As stated above, the June 14, 2022 Judgment granted the defendants’

Exception of No Cause of Action, dismissing Nola Holdings’ breach of fiduciary

duties claims made against Mr. Patrick and dismissing the Louisiana Securities

Law claims made against both defendants. Nola Holdings argues that the trial

court erred in sustaining the defendants’ partial exception of no cause of action.

However, based on our finding that the trial court properly granted the Exception

of Res Judicata, dismissing all tort-related claims, these two remaining claims

would also fall. Thus, this argument is rendered moot.

CONCLUSION

For the foregoing reasons, we affirm the trial court’s November 16, 2022

Judgment granting the defendants’ Exception of Res Judicata, but we reverse the

trial court’s denial of Nola Holdings’ motion for leave to amend. The appeal from

the June 14, 2022 Judgment, granting the defendants’ Exception of No Cause of

Action, is rendered moot.

DECREE

AFFIRMED IN PART; REVERSED IN PART; REMANDED

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