Dr. James Stenhouse v. Louisiana Women&39;s Healthcare Associates, L.L. C.

STATE OF LOUISIANA

COURT OF APPEAL

FIRST CIRCUIT

2025 CA 0111

DR. JAMES STENHOUSE

VERSUS

LOUISIANA WOMEN' S HEALTHCARE ASSOCIATES, L. L. C., ET AL.

consolidated with

2025 CA 0112

DR. JAMES STENHOUSE

VERSUS

KIM SANGARI AND RICK CAPDEVIELLE, ET AL.

Judgment Rendered: WAM

On Appeal from the Nineteenth Judicial District Court
In and for the Parish of East Baton Rouge
State of Louisiana
Docket Nos. 715940 c/ w 716906

Phillip W. Preis Counsel for Plaintiff/Appellee
Caroline Preis Graham Dr. James Stenhouse
Baton Rouge, Louisiana

Ryan E. Johnson Counsel for Defendants/ Appellants
C. Parker Kilgore Louisiana Women' s Healthcare
Rachel F. Moody Associates, L. L. C., and Dr. Michael T.
Baton Rouge, Louisiana Perniciaro, Dr. Frank Breaux,
Kim Sangari, and Richard Capdevielle

BEFORE: McCLENDON, C. J., GREENE AND STROMBERG,, 33.

McCLENDON,, C. 3.

In this appeal, the plaintiffs -in -reconvention challenge the trial court' s judgment

sustaining the defendant -in -reconvention' s dilatory exception raising the objection of

prematurity and dismissing their reconventional demand without prejudice. For the

reasons that follow, we affirm.

Louisiana Women' s Healthcare Associates, L. L. C. ( LWH), founded in 1997, is Baton

Rouge's largest obstetrician and gynecological practice group. Dr. James Stenhouse was

one of the original members of LWH. On August 10, 2020, during the COVID- 19

pandemic, Dr. Stenhouse submitted a letter of resignation, making his resignation

effective on September 30, 2020. On November 4, 2020, LWH and Dr. Stenhouse entered

into an Act of Redemption of Membership Interests of Dr. Stenhouse in LWH ( Redemption

Agreement), in which LWH redeemed Dr. Stenhouse's membership interest for the

amount of $47, 017. 00. Said amount was determined in accordance with the terms of an

Amended and Restated Operating Agreement ( Operating Agreement), which Dr.

Stenhouse signed as part of his medical practice with LWH.

Of note, in early 2020, LWH began discussions with Ochsner Health Clinic

Foundation ( Ochsner) and other entities about a possible alignment or sale.' On

December 30, 2020, after Dr. Stenhouse' s resignation, the LWH Board of Managers

entered into a letter of intent with Ochsner. On February 6, 2021, a second letter of

intent was signed by the members of LWH, as the transaction was structured such that

Ochsner was acquiring the membership interest of each member of LWH. After further

negotiations, the sale of the membership interests of all LWH members occurred on April

8, 2021, effective May 1, 2021, in the amount of $47, 844, 500. 00 to be allocated among
each of the members of LWH.

I In their Amended and Restated Reconventional Demand, LWH and Dr. Michael Perniciaro acknowledged
that the first reference to a potential alignment or transaction with Ochsner was in the February 2020 Board
Minutes from LWH' s Board of Managers. They also asserted that discussions with Ochsner and other
entities continued throughout 2020.

2

On February 14, 2022, Dr. Stenhouse filed a Petition for Damages against LWC

and several unnamed defendants. 2 Dr. Stenhouse filed a first amended petition on July

20, 2022, wherein he amended his claims against LWH. Not long after the filing of the

first petition, Dr. Stenhouse filed a separate Petition for Damages on March 17, 2022,

against LWH and several named defendants, including Dr. Michael Perniciaro, identified

in the petition as a manager of LWH. 3 On October 17, 2022, the trial court granted LWH' s

motion to consolidate the two cases regarding discovery and pretrial procedures only,

stating that the cases were to remain separate on the trial of the merits.

In his petitions, Dr. Stenhouse asserted that in the summer of 2020, he was

approached by Kim Sangari, the chief executive officer of LWH, and Rick Capdevielle, the

chief financial officer of LWH, regarding his declining practice revenue. Dr. Stenhouse

specifically alleged that in July of 2020, LWH decided that Dr. Stenhouse should terminate

his membership in LWH due to his lack of productivity. Dr. Stenhouse asserted that, prior

to the COVID- 19 pandemic, he had provided medical services as a licensed physician in

the practice of obstetrics and gynecology over a 35 -year time period. However, those

patients had matured out of childbearing years and into routine preventative care visits,

and, according to Dr. Stenhouse, his practice and income were materially affected by the

pandemic and the aging of his patients.

Dr. Stenhouse averred that in August of 2020, he again met with Ms. Sangari and

Mr. Capdevielle who told him that they did not see any alternative for him to stay.

According to Dr. Stenhouse, Ms. Sangari and Mr. Capdevielle explained to him that the

Board of Managers of LWH demanded immediate action and that no financial alternatives

existed to wait out the COVID- 19 pandemic. Dr. Stenhouse averred that he was given

no alternative but to leave the practice within one to two months because he had no

ancillary income during the pandemic and would owe money each month from the

operation of his practice.

I See 19th Judicial District Court, Docket Number 715940.

3 See 19th Judicial District Court, Docket Number 716906. Besides LWH, the only remaining defendant
pertinent to this appeal is Dr. Perniciaro, who filed an Amended and Restated Reconventional Demand with
LWH against Dr. Stenhouse.

3

Based on the ultimatum by the Board of Managers, Dr. Stenhouse stated that he

and LWH agreed to the termination date of September 30, 2020. Dr. Stenhouse alleged

that LWH coerced him into retiring at the height of the pandemic by not disclosing to him

the financial alternatives to which he was entitled. Importantly, Dr. Stenhouse contended

that LWH never disclosed to him that if he delayed his retirement by five or six months,

the amount he would have received would have been dramatically more than the

purchase price he received in the Redemption Agreement.

Dr. Stenhouse asserted that the first time he became aware of the sale of LWH to

Ochsner was in an announcement in the Baton Rouge newspaper, The Advocate, on

March 19, 2021. He further claimed that each of the doctors, regardless of their number

of years of service with LWH, received a payment of approximately $ 1, 200, 000. 00. He

pointed out that the remaining members of LWH received 25 to 30 times more for their

interests than he received five months earlier from LWH. He also averred that, prior to

and on his termination date, the transaction with Ochsner was being discussed by

members of the Board of Managers of LWH, but was never revealed to him.

Because of LWH' s alleged failure to disclose to him the status of the potential sale

to Ochsner, Dr. Stenhouse asserted that he suffered substantial financial injury as a result
of the defendants' actions. Dr. Stenhouse alleged claims for breach of the implied

covenant of good faith and fair dealing; breach of fiduciary duty; violation of the Louisiana

Unfair Trade Practices and Consumer Protection Law, LSA- R. S. 51: 1401, et seq.; and

negligent misrepresentation.

In response to the filing of the petitions, LWH filed a reconventional demand

against Dr. Stenhouse on November 16, 2023. Thereafter, on February 16, 2024, LWH

and Dr. Perniciaro filed an Amended and Restated Reconventional Demand

Reconventional Demand) against Dr. Stenhouse. In their Reconventional Demand, LWH

and Dr. Perniciaro sought to recover damages that they asserted LWH sustained as a

result of Dr. Stenhouse' s alleged bad faith breach of the Operating Agreement and of the

Redemption Agreement. LWH and Dr. Perniciaro contended that, based on the contracts,

Dr. Stenhouse agreed to be paid a set price for his membership interest when he

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resigned, not fair market value. Thus, they argued that Dr. Stenhouse' s claims were in

direct conflict with the contracts he signed and with what he agreed he would be paid.

On February 26, 2024, Dr. Stenhouse filed separate dilatory exceptions raising the

objection of prematurity against LWH and against Dr. Perniciaro in response to the

Reconventional Demand. Dr. Stenhouse contended that LWH and Dr. Perniciaro filed suit

against him asserting that he breached the terms of the Operating Agreement and the

Redemption Agreement because he filed a lawsuit for misrepresentation and omission

against them. Therefore, according to Dr. Stenhouse, the breach of contract claim was

nothing more than a malicious prosecution claim designed to deter Dr. Stenhouse from

pursuing a valid claim and to retaliate against him for filing the claim.

Following a hearing on June 18, 2024, the trial court sustained the objection of

prematurity. The trial court determined that LWH and Dr. Perniciaro"s Reconventional

Demand was a claim for malicious prosecution and, because there was no bona fide

termination of the underlying suit, found that the Reconventional Demand was

premature.

The trial court signed a judgment on July 12, 2024, granting Dr. Stenhouse's

exceptions of prematurity to the Reconventional Demand. LWH and Dr. Perniciaro

appealed.
Thereafter, Dr. Stenhouse filed a motion to dismiss the appeal, maintaining
that the appealed judgment was not appealable as it was not designated as a final

judgment and because the principal demand remained pending.4 On May 14, 2025, the

trial court signed an amended judgment, granting the exceptions of prematurity filed by
Dr. Stenhouse against LWH and Dr. Perniciaro and dismissing the Reconventional

Demand without prejudice. Accordingly, we now address LWH and Dr. Perniciaro' s

assignment of error that the trial court erred in sustaining the dilatory exceptions raising

the objection of prematurity and in dismissing their Reconventional Demand.

4 On March 5, 2025, another panel of this court issued an Interim Order, in which it found that the trial
court judgment lacked appropriate decretal language dismissing the Reconventional Demand and that the
judgment was an interlocutory judgment as it granted leave to amend the pleadings. Therefore, this court
remanded the matter for the limited purpose of inviting the trial court to issue an amended judgment
correcting the judgment deficiencies and complying with LSA- C. C. P. art. 1918.

5

LAW AND ANALYSIS

Exception of Prematurity

Louisiana Code of Civil Procedure article 926( A)( 1) provides for the dilatory

exception raising the objection of prematurity. Such an objection is intended to retard

the progress of the action rather than defeat it. LSA- C. C. P. arts. 923 and 926. The

dilatory exception raising the objection of prematurity 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. Crosby as Trustee of Aaron Guidry Trust v. Crosby

Enterprises, LLC, 2024- 0276 ( La. App. 1 Cir. 12/ 30/ 24), 403 So. 3d 1126, 1132.

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.

The objection of prematurity raises the issue of whether the juridical cause of

action has yet come into existence because some prerequisite condition has not been

fulfilled. Gordon, 47 So. 3d at 569. The objection contemplates that the action was

brought prior to some procedure or assigned time and is usually utilized in cases where

the applicable law or contract has provided a procedure for one aggrieved of a decision

to seek relief before resorting to judicial action. Id.

Generally, a judgment sustaining a dilatory exception of prematurity and

dismissing a cause of action on that basis is reviewed under the manifest error standard

of review. Pinegar v. Harris, 2008- 1112 ( La. App. I Cir. 6/ 12/ 09), 20 So. 3d 1081, 1088.

However, where a purely legal question is presented, the judgment is reviewed de novo.

N' Dakpri v. Louisiana State Board of Cosmetology, 2023- 1213 ( La. App. 1 Cir.

6/ 21/ 24), 392 So. 3d 407, 415, writ denied, 2024- 00932 ( La. 11/ 6/ 24), 395 So. 3d 1176.

Evidence may be introduced to support or controvert the exception, when the

grounds do not appear from the petition. LSA- C. C. P. art. 930. Where no evidence is

introduced at the hearing, as in the matter before us, the trial court must render its

decision on the exception based upon the facts as alleged in the petition, and all

0

allegations therein must be accepted as true. N' Dakpri, 392 So. 3d at 415. Moreover,

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

reason of which the lawsuit is premature. Crosby as Trustee of Aaron Guidry Trust,

403 So. 3d at 1132.

Malicious Prosecution

Dr. Stenhouse argued in his exception that the Reconventional Demand filed by

LWH and Dr. Perniciaro is nothing more than a claim for malicious prosecution. The

intentional tort of malicious prosecution is one that has been recognized since early in

the jurisprudence of this state. While the cause of action in favor of one " whose liberty

has been interfered with in an unwarranted manner" derives from the fault -reparation

principles of LSA- C. C. art. 2315, the supreme court has imported certain restrictions and

guidelines from the common law in defining the contours of the tort. Lernoine v. Wolfe,

2014- 1546 ( La. 3/ 17/ 15), 168 So. 3d 362, 367; Jones v. Soileau, 448 So. 2d 1268, 1271

La. 1984). The limitations on the tort imposed by these restrictions reflect a careful

balance between two important societal interests: the right of all persons to resort to the

courts for redress of wrongs and to be protected when acting in good faith on reasonable

grounds in commencing either a civil or criminal proceeding, and the right of an individual

to seek redress for the malicious and unwarranted employment of the judicial process

against him. Lernoine, 168 So. 3d at 367. See also Miller v. East Baton Rouge Parish

Sheriff's Dept., 511 So. 2d 446, 452 ( La. 1987). To effectuate and implement this

careful balance, the restrictions and guidelines that have been imported from the common

law must be strictly adhered to before an action for malicious prosecution will be upheld.

Lernoine, 168 So. 3d at 367; Robinson v. Goudchaux' s, 307 So. 2d 287, 291 ( La.

1975).

To prevail on an action for malicious prosecution, a plaintiff must prove: ( 1) the

commencement or continuance of an original criminal or civil judicial proceeding; ( 2) its

legal causation by the present defendant in the original proceeding; ( 3) its bona fide
termination in favor of the present plaintiff; ( 4) the absence of probable cause for such

proceeding; ( 5) the presence of malice therein; and ( 6) damage conforming to legal

standards resulting to plaintiff. Lernoine, 168 So. 3d at 367; Jones, 448 So. 2d at 1271.

7

The action for malicious prosecution has never been favored, and strict compliance with

all essential elements is required for its application. Way -Jo,, L. L.C. v. Anthony, 2020-

0361 ([ 8Ann^ 1 [ l[ 12/ 30/ 20), 319 Sn, 3d 341/ 349.

UWH and [ r. PerOiciB[ O @Ss8[ f that they never used the term " OlB| iCjOUB

prosecution" in their Reconventional Demand and did not allege any of the elements for

such a claim. According to LWH and Dr. Perniciaro, this was because they pleaded a

breach Of Contract claim based on the DrOVEjOn5 of the Operating 4nH2emeOƒ and

Redemption Agreement, and not rkaiOq for malicious prosecution. Therefore, they

contend,
the trial COU[ f erred in sustaining the prematurity exceptions raising the

objection Of prematurityand dismissing their ReconventionalD8O1@nd without prejudice.

TD their Reconventional Demand, [ WH and D[ PerMicia[ D 2lk^npd that

Dr. Stenhouse violated the terms and conditions Of the two contracts by seeking

additional compensation for his membership interest in LWH. They assert that as a

result Of Dr. StenOf the Operating Agreement and the Redemption

Agreement, Dr. Perniciaro and the other former members of LWH have suffered

significant damages, including the expenses associated with the defense of

r. Stenhouse' s Stenhouse argues, however, th8f[ WH and Dr. Perniciaro3re

seeking to punish him for filing 8lawsuit before the underlying suit is resolved.

Louisiana has a system of fact pleading, and it is not necessary for a plaintiff to

plead the theory Of his C85e in his D2titi0l. 0 Ramey v. DeCa^re, 2003- 1299 ([ 2.

3/ 19/ 04), 869 So. 2d 114, 118. Fact pleading advances several goals of the petition, such

as satisfying Bdefendant's constitutional guarantee of due D[ oC8Ss by providing the

s For example, in Paragraph 49, UWH and Dr. Perniciapo alleged that D: Stenhouse " has continued to
knowingly violate the terms and conditions of [ the Operating Agreement and Redemption Agreement] -
seeking additional compensation for his membership interest[.]" See also Paragraph 50 ( Dr. Stenhouse
filed a lawsuit ... seeking additional compensation from LWH for his membership interest"), Paragraph 53

Or. Stenhouse " filed suit in direct conflict with both contracts and seeks payment for his membership
interest above and beyond what was agreed upon" l, Paragraph 58 ( Dr. Stenhouse has persisted " to try
and force LWH and the defendants to give him money to which he has no claim"\, Paragraph 61 ( allegations
in Dr. 5tenhouse's petition are " designed simply to coerce LVVH and the [ d] efendants into paying [ him]
money he is not entitled to"), Paragraph 74 ( Dr. Stenhouse continues " to demand additional compensation
from LVVH for the membership intenast"l, Paragraph 90 / Dr. Stenhouse " has repeatedly and knowingly
violated the terms of both the Operating Agreement and Redemption Agreement by seeking additional
compensation for the membership interest he sold to LVVH"\, and Paragraph 102 / O[. Stenhouse is " not
entitled [ to] this additional money" and he " or his counsel fabricated allegations against LVVH and the
Individual Defendants in an effort for them to pay [ Dr.] Stenhouse what he is clearly not owed").

o Louisiana's fact pleading requirement replaces the earlier theory ofthe case pleading requirement. See
LSA-C. CP. art. 862, Official Revision Comments -1960, Comment ( b).

defendant with fair notice, limiting the issues before the court, and notifying the

defendant of the facts upon which the plaintiff bases his claims. Fitzgerald v. Tucker,

98- 2313 ( La. 6/ 29/ 99), 737 So. 2d 706, 713; Doyle v. Lonesome Development,

Limited Liability Company, 2017- 0787 ( La. App. 1 Cir. 7/ 18/ 18), 254 So. 3d 714, 728,

writ denied, 2018- 1369 ( La. 11/ 14/ 18), 256 So. 3d 291. Moreover, every pleading must

be construed so as to do substantial justice. LSA- C. C. P. art. 865.

Although LWH and Dr. Perniciaro have couched their allegations against

Dr. Stenhouse in their Reconventional Demand as breach of contract claims, they are

essentially arguing that he breached the terms of the Operating Agreement and the

Redemption Agreement by filing a lawsuit that has no basis. However, while the

Operating Agreement provided the terms of payment when Dr. Stenhouse retired, it did

not dictate the timing of Dr. Stenhouse' s retirement. Further, the timing of Dr.

Stenhouse' s retirement is a key factor in determining his pertinent payout. Had he chosen

to delay his retirement until after the sale to Ochsner, he would not have been bound by

the terms of redemption in the Operating Agreement. After carefully reviewing the

allegations of LWH and Dr. Perniciaro in their Reconventional Demand, we find that their

claims all relate to the filing of the lawsuit by Dr. Stenhouse and assert a claim for

malicious prosecution. See Cook v. American Gateway Bank, 2010- 0295 ( La. App. 1

Cir. 9/ 10/ 10), 49 So. 3d 23, 37 ( wherein this court determined that the plaintiffs petition

asserted a claim for malicious prosecution although that particular theory of recovery was

never specifically identified by her as such).

In filing his exception raising the objection of prematurity, Dr. Stenhouse argues

that there is an absence of one element essential to LWH and Dr. Perniciaro' s claim for

malicious prosecution. Specifically, he contends that there has been no bona fide

termination in their favor in the underlying suit. The purpose of the bona fide termination

requirement in a malicious prosecution case is that the underlying litigation should be

brought to a conclusion on the merits before a malicious prosecution suit based on the

underlying litigation is allowed to proceed. Savoie v. Rubin, 2001- 3275 ( La. 6/ 21/ 02),

0

820 So. 2d 486, 488. This requirement is not satisfied when the merits of the underlying

proceeding have not been reached.' Id.

In this matter, the record clearly supports the trial court's finding that LWH and

Dr. Perniciaro have not established the requisite elements of a malicious prosecution

cause of action, as there has been no bona fide termination of an original proceeding in

favor of LWH and Dr. Perniciaro. Consequently, the trial court did not err in sustaining

the dilatory exceptions raising the objection of prematurity and dismissing the

Reconventional Demand without prejudice.$

CONCLUSION

For the foregoing reasons, we affirm the trial court's judgment that sustained the

dilatory exception raising the objection of prematurity filed by the defendant -in -
reconvention, Dr. James Stenhouse, against the plaintiffs -in -reconvention, Louisiana

Women' s Healthcare Associates, L. L. C. and Dr. Michael Perniciaro, and dismissed their

Amended and Restated Reconventional Demand without prejudice. All costs of this

appeal are assessed against Louisiana Women' s Healthcare Associates, L. L. C. and

Dr. Michael Perniciaro.

AFFIRMED.

An acquittal of the accused in a criminal proceeding or a finding of non -liability in a civil one following a
trial is, of course, a favorable termination that satisfies this element of the malicious prosecution claim.
Lemoine, 168 So. 3d at 368. However, the prosecution of a cause does not always involve a trial. Short
of a trial on the merits, and consistent with the policies underlying the favorable termination requirement,
the courts of this state have looked for dispositions that tend to show that the court passed on the merits
of the charge in such circumstances as to suggest the innocence or non -liability of the malicious prosecution
plaintiff in order to find a favorable termination. Id.

8 LWH and Dr. Perniciaro' s reliance on the third circuit case of Lees v. Smith, 363 So. 2d 974 ( La. App. 3
Cir. 1978) is misplaced. LWH and Dr. Perniciaro argue that the Lees case stands for the proposition that
malicious prosecution cases are not allowed to be brought by way of reconventional demand. However,
as the court explained:

Obviously, when such a suit is brought by way of reconventional demand, requirement
number 3, termination of the original suit, has not been met at the time of demand. The
policy behind this requirement is apparent: a party bringing a suit should not be made to
defend his right to bring such until it is fully determined at trial that the original action was
erroneously brought.

Lees, 363 So. 2d at 978.

Nor do we find merit to LWH and Dr. Perniciaro' s argument that the Reconventional Demand is
compulsory as they would lose their right to litigate their claim in a subsequent suit based on res judicata.
Res judicata does not bar a subsequent action when the judgment in the first action dismissed the suit
without prejudice. LSA- R. S. 13: 4232( A)( 2); Neese v. East Baton Rouge Medical Center, LLC, 2011-
0811 ( La. App. 1 Cir. 3/ 30/ 12), 2012 WL 1080866, * 5 ( unpublished), writ denied, 2012- 0948 ( La. 6/ 15/ 12),
90 So. 3d 1066.

10