Paddy Crosby, as the Trustee of the Aaron Guidry Trust and Trustee of the Lauren Guidry Trust, Aaron Guidry and Lauren Guidry Leyrer v. Crosby Enterprises, LLC, Crosby Dredging, LLC, Tala Air Logistics, LLC, Crosby Holdings, LLC, Bertucci Construction, LLC, Kurt Crosby and Farrel Trosclair

NOT DESIGNATED FOR PUBLICATION

STATE OF LOUISIANA

COURT OF APPEAL

A\
a
FIRST CIRCUIT

2024 CA 0276

PADDY CROSBY, AS THE TRUSTEE OF THE AARON GUIDRY TRUST
AND TRUSTEE OF THE LAUREN GUIDRY TRUST, AARON GUIDRY
AND LAUREN GUIDRY LEYRER

VERSUS

CROSBY ENTERPRISES, LLC, CROSBY DREDGING, LLC, TALA AIR
LOGISTICS, LLC, CROSBY HOLDINGS, LLC, BERTUCCI
CONTRACTING COMPANY, LLC, TALA ENVIRONMENTAL, LLC,
TALA REAL ESTATE, LLC, TALA RENEWABLES, LLC, TALA
SOLUTIONS, LLC, TALA BARGE COMPANY, LLC, TALA MARINE,
L.L.C., TALA MARINE REPAIRS, LLC, CROSBY MARINE REPAIRS,
LLC, CROSBY INVESTORS, LLC, CROSBY INVESTORS II, LLC, KURT
CROSBY AND FARREL TROSCLAIR

DEC 3 0
Judgment Rendered.

Appealed from the 17TH Judicial District Court
In and for the Parish of Lafourche
State of Louisiana
Case No. C- 145972

The Honorable Christopher J. Boudreaux, Judge Presiding

Jerald P. Block Counsel for Defendants/ Appellants
Sarah M. Lambert Crosby Enterprises, LLC, Crosby
Thibodaux, Louisiana Dredging, LLC, Tala Air Logistics, LLC,
Crosby Holdings, LLC, Bertucci
Contracting Company, LLC, Tala
Environmental, LLC, Tala Real Estate,
LLC, Tala Renewables, LLC, Tala

Solutions, LLC, Tala Barge Company,
LLC, Tala Marine, LLC, Tala Marine

Repairs, LLC, Crosby Marine Repairs,
LLC, Crosby Investors, LLC, Crosby

Investors, II, LLC, Kurt Crosby and
Farrell Trosclair

William N. Abel Counsel for Plaintiffs/ Appellees
Thibodaux, Louisiana Paddy Crosby, as the Trustee of the
Aaron Guidry Trust and Trustee of the
Yvette A. D' Aunoy Lauren Guidry Trust, Aaron Guidry and
Kyle D. Schonekas Lauren Guidry Leyrer
William P. Gibbens
New Orleans, Louisiana

BEFORE: CHUTZ, LANIER, AND HESTER, JJ.

LANIER, J.

The defendants, Crosby Enterprises, LLC, Crosby Dredging, LLC, TALA

Air Logistics, LLC, Crosby Holdings, LLC, Bertucci Contracting Company, LLC,

TALA Environmental, LLC, TALA Real Estate, LLC, TALA Renewables, LLC,

TALA Solutions, LLC, TALA Barge Company, LLC, TALA Marine, L.L.C.,

TALA Marine Repairs, LLC, Crosby Marine Repairs, LLC, Crosby Investors,

LLC, Crosby Investors II, LLC, Kurt Crosby, and Farrel Trosclair appeal the

judgment of the Seventeenth Judicial District Court on plaintiffs' petition for writ

of mandamus. The defendants have also filed a motion to supplement the appellate

record with this court. The plaintiffs, Paddy Crosby, as the trustee of the Aaron

Guidry Trust and trustee of the Lauren Guidry Trust, Aaron Guidry, and Lauren

Guidry Leyrer, have filed a motion to strike portions of the defendants' brief with

this court. For the reasons set forth herein, we amend the judgment of the district

court in part and affirm, as amended, deny the defendants' motion to supplement

the record, and deny the plaintiffs' motion to strike.

FACTS AND PROCEDURAL HISTORY'

On October 28, 2022, the plaintiffs filed a petition for writ of mandamus

against the defendants, 2 in which the plaintiffs alleged that they were minority

owners and members of the defendants, which had refused to respond to their

records requests for two months at the time of the petition' s filing. It was alleged

that Kurt Crosby was the agent and managing member of the named defendants,

1 For background on the related petition for damages, and this court' s decision on the exception
filed in same, see Crosby as Trustee of Aaron Guidry Trust v. Crosby Enterprises, LLC, 2023-
1338 ( La. App. 1 Cir. 8/ 9/ 24), So. 3d , 2024WL3733158.

2 At the time the original petition was filed, the only named defendants were Crosby Enterprises,
LLC, Crosby Dredging, LLC, TALA Air Logistics, LLC, Crosby Holdings, LLC, Bertucci
Construction, LLC, Kurt Crosby, and Farrel Trosclair. In their first amended and supplemental
petition, the plaintiffs added the remainder of the Crosby entities as defendants and replaced
Bertucci Construction, LLC with Bertucci Contracting Company, LLC.

3

except for TALA Air Logistics, LLC, for which Farrel Trosclair was the agent and

managing member.

The plaintiffs further alleged that on August 17, 2022, Paddy Crosby mailed

three letters to Kurt Crosby requesting an opportunity pursuant to La. R.S.

12: 1319( B) 3 and the Crosby Enterprises, LLC operating agreement to inspect the

books and records of the defendants in her capacity as trustee of the Aaron Guidry

Trust and the Lauren Guidry Trust. Paddy Crosby also sent a letter to Farrel

Trosclair requesting the same and in the same capacity. Aaron Guidry and Lauren

Guidry Leyrer also sent a letter to Kurt Crosby requesting to inspect the books and

records of Crosby Holdings, LLC.

All the letters sent to the defendants requested that the inspection take place

no later than September 7, 2022. After the plaintiffs received no responses to their

letters, Paddy Crosby sent additional letters on September 9, 2022 stating she was

willing to extend the deadline to inspect the books and records to October 1, 2022.

After no response was received to those letters, the plaintiffs alleged they again

sent letters to Kurt Crosby and Farrel Trosclair that they would not go beyond

October 19, 2022 to schedule a time to inspect the books and records of the

defendants. The plaintiffs alleged that the defendants never honored their requests.

Based on the above allegations, the plaintiffs claimed that the defendants refused to

3 Louisiana Revised Statutes 12: 1319( B) states:

B. Unless otherwise provided in the articles of organization or an operating
agreement, a member may do any of the following:
1) At the member' s own expense, inspect and copy any limited liability company
record upon reasonable request during ordinary business hours.
2) Obtain from time to time upon reasonable demand the following:
a) True and complete information regarding the state of the business and
financial condition of the limited liability company.
b) Promptly after becoming available, a copy of the limited liability company' s
federal and state income tax returns for each year.
c) Other infonnation regarding the affairs of the limited liability company as is
just and reasonable.
3) Demand a formal accounting of the limited liability company' s affairs
whenever circumstances render it just and reasonable.

M

comply with La. R.S. 12: 1319( B), and therefore the plaintiffs were entitled under

La.C. C. art. 3864( B) to have a writ of mandamus issued by the district court to

compel the defendants to make their books and records available to the plaintiffs.

The defendants filed a dilatory exception raising the objection of prematurity

with its opposition to the petition for writ of mandamus on May 8, 2023. In the

exception, the defendants argued that according to the operating agreements, the

matter had to first go through arbitration before reaching the district court. The

defendants also averred that they had agreed to give the plaintiffs access to their

books and records, but that the plaintiffs were not satisfied with the amount of time

it was taking for the defendants to provide the records and instead filed the petition

for writ of mandamus. In response, the plaintiffs argued that no factual dispute

exists in this matter, since the defendants do not dispute that the plaintiffs do hold

ownership interests in the companies. Additionally, the plaintiffs argued that

despite what may be written in the operating agreements, they are nevertheless

entitled under La. R.S. 12: 1319( B) to inspect the books and records.

Following a hearing, the district court signed a judgment on September 6,

2023, that granted the plaintiffs' writ of mandamus, requiring the defendants to

provide a series of documents to the plaintiffs enumerated in the judgment. The

defendants filed a motion for suspensive appeal on February 6, 2024.4

Subsequently, the plaintiffs filed with this court a motion to strike a portion of the

defendants' brief for offensive and irrelevant language in violation of the Uniform

Rules of Courts of Appeal, Rule 2- 12. 2( B). 5

4 The Crosby entities initially filed notice of intent to file a supervisory writ application and
request for stay of proceedings on September 15, 2023. This court granted the writ, finding that
the September 6, 2023 judgment was final and appealable, and issued an order to extend the
delay for the Crosby entities to file an appeal until February 8, 2024. Paddy Crosby, et al. v.
Crosby Enterprises, LLC, et al., 2023- 1026 ( La. App. 1 Cir. 1/ 9/ 24), 2024 WL 93419
unpublished writ action).

5 Rule 2- 12. 2( B) states:

5

ASSIGNMENTS OF ERROR

The defendants raise six assignments of error:

1. The district court erred in failing to make the production of documents in the
instant case subject to a confidentiality agreement in order to protect the
private and proprietary information of the defendants.

2. The district court erred in ordering the production of documents that exceed
the scope of La. R.S. 12: 1319.

3. The district court erred in ordering the disclosure of bank records where
plaintiffs failed to make showings of relevancy and good cause.

4. The district court erred in failing to address the defendants' exception of

prematurity in its judgment.

5. The district court erred in failing to enforce the arbitration agreements in the
operating agreements.

6. The district court erred in granting the extraordinary remedy of mandamus
which is not warranted under the facts of the instant case.

DISCUSSION

Exception ofPrematurity

Initially we note that the judgment does not state whether the dilatory

exception raising the objection of prematurity is granted or denied. Generally,

when a district court' s judgment is silent with respect to a party' s claim, it is

presumed that the trial court denied the relief sought. Testa Distributing Co., Inc.

v. Tarver, 584 So. 2d 300, 303, n.4 ( La. App. 1 Cir. 1991). However, the transcript

indicates that the district court orally denied the exception. Therefore, with respect

to the exception raising the objection of prematurity raised in the instant case, the

district court' s ruling must be deemed as a denial thereof. See Id.

The language used in the brief shall be courteous, free from vile, obscene,
obnoxious, or offensive expressions, and free from insulting, abusive,
discourteous, or irrelevant matter or criticism of any person, class of persons or
association of persons, or any court, or judge or other officer thereof, or of any
institution. Any violation of this Subsection shall subject the author, or authors,
of the brief to punishment for contempt of court, and to having such brief
returned.

0

The denial of a dilatory exception cannot be designated as final under La.

C. C. P. art. 1915( B). Dyson v. Seal, 2021- 0456 ( La. App. 1 Cir. 12/ 22/ 21), 340

1 Cir.
So. 3d 1226, 1227; Young v. City of Plaquemine, 2004- 2305 ( La. App.

11/ 4/ 05), 927 So. 2d 408, 411. A judgment overruling an exception is generally

considered an interlocutory judgment and is not appealable. State Through

370
Louisiana Board of Ethics v. Dumas, 2023- 0013 ( La. App. 1 Cir. 6/ 2/ 23),

So. 3d 55, 58 n. l. However, when an unrestricted appeal is taken from a final

judgment, the appellant is entitled to seek review of all adverse interlocutory

rulings prejudicial to him, in addition to review of the final judgment. Id. Since

this court has previously ruled that the instant judgment is final and appealable in

Paddy Crosby, et al. v. Crosby Enterprises, LLC et al., 2023- 1026 ( La. App. 1 Cir.

1/ 9/ 24), 2024 WL 93419, * 1 ( unpublished writ action), we will review the district

court' s denial of the dilatory exception in connection with the judgment granting

the plaintiff's petition for mandamus.

The dilatory exception raising the objection of prematurity, provided for in

La. C. C. P. art. 926( A)( 1), questions whether the cause of action has matured to the

point where it is ripe for judicial determination. Kelleher v. University Medical

Center Management Corporation, 2021- 00011 ( La. 10/ 10/ 21), 332 So. 3d 654, 657.

An action will be deemed premature when it is brought before the right to enforce

it has accrued. Dollar v. Laird, 52, 097 ( La. App. 2 Cir. 8/ 15/ 18), 253 So. 3d 905,

907, writ denied, 2018- 1727 ( La. 1/ 8/ 19), 260 So. 3d 589. Prematurity is

determined by the facts existing at the time the suit is filed. Gordon v. Pointe

Coupee Health Service Dist. One, 2009- 2202 ( La. App. 1 Cir. 8/ 11/ 10), 47 So. 3d

565, 568, writ denied, 2010- 2067 ( La. 11/ 12/ 10), 49 So. 3d 894.

No evidence or testimony was introduced at the hearing, and only arguments

were made by the parties. If no evidence is offered at the hearing on the exception,

the allegations in the petition must be accepted as true. Thomas v. Regional Health

7

Since
System ofAcadian, LLC, 2019- 00507 ( La. 1/ 29/ 20), 347 So. 3d 595, 600.

the original petition was filed October 28, 2022, we must determine whether the

petition was prematurely filed on that date. The petition alleges that the plaintiffs

had mailed requests to the defendants through multiple letters on August 17, 2022,

September 9, 2022, and October 11, 2022. By the facts of the petition, taken to be

true, the plaintiffs made requests over the span of approximately two months to

inspect the defendants' books and records, and those requests were either ignored

or denied.

In the dilatory exception raising the objection of prematurity, the exceptor

bears the initial burden of showing that a remedy or procedure applies, by reason

of which the lawsuit is premature. See Dutrey v. Plaquemine Manor Nursing

Home, 2012- 1295 ( La. App. 1 Cir. 6/ 17/ 13), 205 So. 3d 934, 941. Although the

defendants allude to applicable operating and arbitration agreements in their

memorandum in support and oral argument before the district court, no such

documents were introduced as evidence to the district court. Without any showing

of an applicable remedy that would render the mandamus suit premature, the

defendants failed to meet their burden, and the district court correctly denied the

dilatory exception raising the objection of prematurity. Assignments four and five

are without merit.

Writ ofMandamus

Louisiana Code of Civil Procedure article 3864( B) states:

A writ of mandamus may be directed to a limited liability company or
a member or manager thereof to compel either of the following:

1) The holding of an election or the performance of other duties
required by the limited liability company' s articles of organization or
operating agreement, or as prescribed by law.
2) The recognition of the rights of the limited liability company' s
members.

Mandamus is an extraordinary remedy to be applied where the law provides

no relief by ordinary means or where the delay involved in obtaining ordinary

relief may cause injustice. See La. C. C. P. art. 3862; Thornton ex rel. Laneco

Const. Systems, Inc. v. Lanehart, 97- 1995 ( La. App. 1 Cir. 12/ 28/ 98), 723 So. 2d

1118, 1122, writ denied, 99- 0276 ( La. 3/ 19/ 99), 740 So. 2d 1999. As a general

rule, a district court' s judgment on a writ of mandamus is reviewed under an abuse

of discretion standard, while findings of fact are subject to a manifest error

standard of review. See Talley v. Louisiana Department of Transportation and

Development, 2022- 0983 ( La. App. 1 Cir. 2/ 24/ 23), 361 So. 3d 1041, 1050, writ

denied, 2023- 00557 ( La. 6/ 7/ 23), 361 So. 3d 976. However, questions of law, such

as the proper interpretation of a statute, are reviewed by appellate courts under the

de novo standard of review, and the appellate court is not required to give

deference to the lower court in interpreting a statute. Carver v. Louisiana

Department ofPublic Safety, 2017- 1340 ( La. 1/ 30/ 18), 239 So. 3d 226, 230.

Again, no evidence or testimony was introduced at the hearing on the

mandamus action, but the plaintiffs argued that they were entitled to inspect the

defendants' books and records pursuant to La. R.S. 12: 1319( B). There is no

dispute in the record or among the parties that Aaron Guidry and Lauren Guidry

Leyrer are members of the defendants' companies, or that Paddy Crosby is the

trustee of the Aaron Guidry Trust and the Lauren Guidry Trust. Pursuant to La.

R.S. 12: 1319( A), the defendants are required to keep the following records at its

registered office:

1) A current list of the full name and last known business address of
each member and manager;

2) Copies of records which would enable a member to determine the
relative voting rights of the members;
3) A copy of the articles of organization, together with any
amendments thereto;

4) Copies of the limited liability company' s federal and state income
tax returns and reports, if any, for the three most recent years;
5) A copy of any operating agreement which is in writing;

E

6) Copies of any financial statements of the limited liability company
for the three most recent years.

Under La. R.S. 12: 1319( B)( 1), a member of the limited liability company

may inspect any of the above records upon reasonable request, at the member' s

own expense. We find that, under the plain reading of the law, the plaintiffs, as

undisputed members of the defendants' companies, are entitled to inspect the

records described in La. 12: 1319( A). See Khoobehi Properties, LLC v. Baronne

Development No. 2, L.L. C., 2016- 0506 ( La. App. 5 Cir. 3/ 29/ 17), 216 So. 3d 287,

296, writ denied, 2017- 0893 ( La. 9/ 29/ 17), 227 So. 3d 288 ( The right to obtain and

inspect the records of the limited liability company is reserved to members of the

LLC). Therefore, the district court did not abuse its discretion in granting the writ

of mandamus. Assignment of error number six is without merit.

Production ofDocuments

The defendants' second assignment of error addresses the scope and nature

of the production of documents. The district court' s judgment on the writ of

mandamus ordered the defendants to produce seventeen items to the plaintiffs for

their inspection. As an initial matter, we find that names and business addresses of

the defendant companies' members and managers, as well as voting rights of the

members, are discoverable by the plaintiffs. La. R.S. 12: 1319( A)( 1) and ( 2).

Additionally, the articles of organization, their amendments, and their pertinent

operating agreements, are discoverable by the plaintiffs. La. R.S. 12: 1319( A)(3)

and ( 5). Federal and state tax returns, and financial statements of the defendant

companies of the three years prior to the filing of the petition for writ of

mandamus, are discoverable by the plaintiffs. La. R.S. 12: 1319( A)(4) and ( 6). In

so finding, we address the following individual items numbered in the judgment as

follows:

10

1. Annual audited financial statements or accounting reviews for 2018, 2019,

2020, and 2021. Under part ( 6), financial statements for the three most

recent years are subject to discovery by the plaintiffs. The petition for writ

of mandamus was filed on October 28, 2022. These items are reasonably

considered to be financial statements. The financial statements for the years

2019 through 2021 are discoverable, while the financial statements for 2018

do not meet the requirements of part ( 6) and are not subject to discovery by

the plaintiffs.

2. A full copy of the most recent billing statement or other documentation

showing the amount due on each loan currently in effect to any defendant
company, any affiliate of a defendant company, or any subsidiary of a

defendant company. Under part ( 6), financial statements for the three most

recent years are subject to discovery by the plaintiffs. These items are

reasonably considered to be financial statements.

3. A full copy of each loan or letter of credit currently in effect reflecting any

debt owed by any defendant company, any affiliate of a defendant company,

or any subsidiary of a defendant companL. Under part ( 6), financial

statements for the three most recent years are subject to discovery by the

plaintiffs. These items are reasonably considered to be financial statements.

4. The detailed general ledger for all defendant companies for 2017, 2018,

2019 2020 and 2021. Under part ( 6), financial statements for the three

most recent years are subject to review by the plaintiffs. These items are

reasonably considered to be financial statements. The petition for writ of

mandamus was filed on October 28, 2022; therefore, the defendants'

financial statements for the years 2019 through 2021 are discoverable, while

the financial statements for 2017 and 2018 do not meet the requirements of

part (6) and are not subject to discovery by the plaintiffs.

11

5. Interim financial statements for January 2022 to date. Under part ( 6),

financial statements for the three most recent years are subject to discovery

by the plaintiffs. These items are reasonably considered to be financial

statements.

6. Federal and state tax returns for 2018, 2019, 2020, and 2021. Under part

4), federal and state tax returns and reports for the three most recent years

are subject to discovery by the plaintiffs. The petition for writ of mandamus

was filed on October 28, 2022; therefore, the defendants' financial

statements for the years 2019 through 2021 are discoverable, while the tax

returns for 2018 do not meet the requirements of part ( 4) and are not subject

to discovery by the plaintiffs.

7. Monthly bank statements for January 2017 to date. Under part (6), financial

statements for the three most recent years are subject to discovery. These

items are reasonably considered to be financial statements. The petition for

writ of mandamus was filed on October 28, 2022; therefore, the defendants'

bank statements for the years 2019 to date are discoverable, while the bank

statements for 2017 and 2018 do not meet the requirements of part ( 6) and

are not subject to discovery by the plaintiffs.

8. The most recent version, if any, of an organization chart in existence as of

July 1, 2022, whether in narrative or graphic form, showing the relationship

between defendant companies and any and all affiliates of defendant

companies. Insofar as the documents comply with La. R.S. 12: 1319, they

are discoverable by the plaintiffs.

9. The most recent summary, if any, in existence as of July 1, 2022, whether in

narrative or graphic form, describing contractual obligations owed to or by

defendant companies and any and all affiliates of defendant companies.

12

Insofar as the documents comply with La. R.S. 12: 1319, they are

discoverable by the plaintiffs.

complaint, or
10. A copy of the initiating document ( whether petition,

otherwise), in any lawsuits, arbitrations, or other formal legal proceedings

commenced by or against defendant companies for January 1, 2017 to date.

Insofar as the documents comply with La. R.S. 12: 1319, they are

discoverable by the plaintiffs.

11. Any and all gppraisals of property owned by defendant companies for

January 1, 2017 to date, including but not limited to any desktop and/or

marine surveys. Insofar as the documents comply with La. R.S. 12: 1319,

they are discoverable by the plaintiffs.

12. Any notices, liens, or levies for unpaid or underpaid taxes from the Internal

Revenue Service and/ or the Louisiana Department of Revenue. Under part

4), federal and state tax returns and reports for the three most recent years

from the filing of the petition for writ of mandamus are subject to discovery

by the plaintiffs.

13. All minutes from any meetings regarding the governance or operation of

defendant companies for January 1, 2017, included but not limited to

minutes of any meetings of members or managers. Insofar as the documents

comply with La. R.S. 12: 1319, they are discoverable by the plaintiffs.

14. Documents, including promissory notes, reflecting any loans to any

members of defendant companies or from any members of defendant

companies, including payment or repayment history. Under part ( 6),

financial statements for the three most recent years are subject to discovery

by the plaintiffs. These items are reasonably considered to be financial

statements.

13

15. The membership ledger of defendant companies and all membership

certificates or other evidence of ownership interest issued from date of

formation to date. Under parts ( 1) and ( 2), names and business addresses of

members and managers, as well as voting rights of members, are subject to

discovery by the plaintiffs.

16. The most recent valuation of membership or ownership interests in

defendant companies. Under parts ( 1) and ( 2), names and business

addresses of members and managers, as well as voting rights of members,

are subject to discovery by the plaintiffs.

17. Any other items maintained as part of the formal books and records of

defendant companies ( but not their affiliates). Insofar as the documents

comply with La. R.S. 12: 1319, they are discoverable by the plaintiffs.

Accordingly, we amend the items in the judgment as follows:

1. Annual audited financial statements or accounting reviews authored in 2019,

2020, and 2021 are discoverable and shall be made available for the

Plaintiffs to inspect and copy.

2. A full copy of billing statements or other documentation authored in 2019,

2020, or 2021, showing the amount due on each loan currently in effect to

any defendant company, any affiliate of a defendant company, or any

subsidiary of a defendant company is discoverable and shall be made

available for the Plaintiffs to inspect and copy.

3. A full copy of each loan or letter of credit authored in 2019, 2020, or 2021,

currently in effect reflecting any debt owed by any defendant company, any

affiliate of a defendant company, or any subsidiary of a defendant company

is discoverable and shall be made available for the Plaintiffs to inspect and

We WA

14

4. The detailed general ledger for all defendant companies for 2019, 2020, and

2021 is discoverable and shall be made available for the Plaintiffs to inspect

and copy.

5. Interim financial statements for January 2022 to date are discoverable and

shall be made available for the Plaintiffs to inspect and copy.

6. Federal and state tax returns for 2019, 2020, and 2021 are discoverable and

shall be made available for the Plaintiffs to inspect and copy.

7. Monthly bank statements for January 2019 to date are discoverable and shall

be made available for the Plaintiffs to inspect and copy.

8. The most recent version, if any, of an organization chart in existence as of

July 1, 2022, whether in narrative or graphic form, showing the relationship

between defendant companies and any and all affiliates of defendant

companies is discoverable and shall be made available for the Plaintiffs to

inspect and copy.

9. The most recent summary, if any, in existence as of July 1, 2022, whether in

narrative or graphic form, describing contractual obligations owed to or by

defendant companies and any and all affiliates of defendant companies is

discoverable and shall be made available for the Plaintiffs to inspect and

10. A copy of the initiating document ( whether petition, complaint, or

otherwise), in any lawsuits, arbitrations, or other formal legal proceedings

commenced by or against defendant companies for January 1, 2017 to date is

discoverable and shall be made available for the Plaintiffs to inspect and

11. Any and all appraisals of property owned by defendant companies for

January 1, 2017 to date, including but not limited to any desktop and/ or

15

marine surveys are discoverable and shall be made available for the

Plaintiffs to inspect and copy.

12. Any notices, liens, or levies for unpaid or underpaid taxes from the Internal
Revenue Service and/ or the Louisiana Department of Revenue for the years

of 2019 through 2021 are discoverable and shall be made available for the

Plaintiffs to inspect and copy.

13. All minutes from any meetings regarding the governance or operation of

defendant companies for January 1, 2017, included but not limited to

minutes of any meetings of members or managers are discoverable and shall

be made available for the Plaintiffs to inspect and copy.

14. Documents, including promissory notes, authored from 2019 through 2021,

reflecting any loans to any members of defendant companies or from any

members of defendant companies, including payment or repayment history

are discoverable and shall be made available for the Plaintiffs to inspect and

copy.

15. The membership ledger of defendant companies and all membership

certificates or other evidence of ownership interest issued from date of

formation to date is discoverable and shall be made available for the

Plaintiffs to inspect and copy.

16. The most recent valuation of membership or ownership interests in

defendant companies is discoverable and shall be made available for the

Plaintiffs to inspect and copy.

17. Any other items maintained as part of the formal books and records of

defendant companies ( but not their affiliates) are discoverable and shall be

made available for the Plaintiffs to inspect and copy.

Our amendment of the district court' s judgment takes into consideration the

defendants' second and third assignments of error, in that any information in the

IV

requested documents that does not fall within the criteria of La. R.S. 12: 1319( A) is

non -discoverable and does not have to be shared with the plaintiffs. Further, all

financial and tax records from 2019 until the filing of the petition for writ of

mandamus are relevant pursuant to La. R.S. 12: 1319( A).

Motion to Supplement Record

A motion to supplement the record was filed in this court by the defendants on

April 19, 2024 and referred to this panel on May 20, 2024. What the defendants

seek to supplement into the record are emails between counsel concerning ongoing

negotiations regarding the nature and scope of a confidentiality agreement just

prior to the judgment on appeal being submitted to the district court. Prior to a

confidentiality agreement being executed between the parties, the district court

signed the judgment. The motion to supplement the record was filed after the

instant appeal was lodged on March 27, 2024. The email correspondence in

question was not admitted into evidence at the district court, and this court lacks

jurisdiction to order evidence filed into the appellate record where it was never

filed into the district court record. See Slaughter v. Board of Sup' rs of Southern

University and Agr. and Mechanical College, 2010- 1049 ( La. App. 1 Cir. 8/ 2/ 11),

76 So. 3d 438, 463, writ denied, 2011- 2110 ( La. 1/ 13/ 12), 77 So. 3d 970.

The lack of a signed confidentiality agreement is also indicative of a lack of

meeting of the minds of the parties. See Medwick v. MADCON Corporation,

2021- 1620 ( La. App. 1 Cir. 8/ 8/ 22), 348 So. 3d 106, 112- 113, writ denied, 2022-

01352 ( La. 11/ 6/ 22), 349 So. 3d 991. Since the record does not contain a

confidentiality agreement that is signed by the parties, we will not consider

whether the items listed supra are subject to any confidentiality agreement or

whether any restraining order should have been imposed by the district court.

Accordingly, the first assignment of error is without merit, and the defendants'

motion to supplement the appellate record is denied.

17

Motion to Strike

The plaintiffs have filed a motion to strike with this court, citing language in

the defendants' brief as " direct, disparaging, and untrue statements, amounting to a

personal attack upon [ the plaintiffs], and also attack [ Aaron Guidry' s and Lauren

The plaintiffs contend the statement in question is
Guidry Leyrer' s] age."

completely irrelevant to the issue before the Court ... [ The defendants'] remarks
The
are not only untrue, but they are offensive, insulting, and discourteous.

remarks are also a personal attack upon Aaron Guidry."

Rule 2- 12. 2( B) of the Uniform Rules of Courts of Appeal prohibits language

in briefs that include the use of vile, obscene, obnoxious, or offensive expressions,

and insulting abusive, discourteous, or irrelevant matter or criticism of any person,

class of persons, or association of persons. Scarbrough v. Lynmar Holdings, LLC,

2021- 1566 ( La. App. 1 Cir. 8/ 31/ 22), 349 So. 3d 34, 40, writ denied, 2022- 01474

La. 11/ 22/ 22), 350 So. 3d 500.

Uniform Rules of Courts of Appeal, Rule 2- 7. 2 provides that all written

motions filed in an appellate court, in addition to the formatting, layout, and

service requirements, must include a proposed order. In filing their motion to

strike, the plaintiffs failed to attach or otherwise include a proposed order. See

Scarbrough, 349 So. 3d at 40- 41. As such, we find the motion fails to comply with

URCA Rule 2- 7. 2. For this reason, we deny the motion.

The judgment of the 17th Judicial District Court is amended in part to

conform to the instructions provided in this opinion, and is affirmed as amended.

The motion to supplement the appellate record filed by the defendants is denied.

The motion to strike filed by the plaintiffs is denied. Costs of this appeal are to be

assessed equally among the parties.

18

AMENDED IN PART, AND AFFIRMED AS AMENDED; MOTION

TO SUPPLEMENT RECORD DENIED; MOTION TO STRIKE DENIED.

19