Zen-Noh Grain Corporation v. South Louisiana Methanol LP and Gumbo Landco LLC

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ZEN - NOH GRAIN CORPORATION NO. 2025 CW 0596

VERSUS

SOUTH LOUISIANA METHANOL LP, SEPTEMBER 22, 2025
AND GUMBO LANDCO LLC

In Re: Zen- Noh Grain Corporation, applying for supervisory
writs, 22nd Judicial District Court, Parish of St.

Tammany, No. 202410052.

BEFORE: MILLER, EDWARDS, AND FIELDS, JJ.

WRIT DENIED.

Miller, J., dissents. A party cannot circumvent a right of

first refusal through a loophole because to allow such a maneuver

would render rights of first refusal functionally meaningless. See
Royal Oldsmobile Co., Inc. v. Heisler Properties, L. L. C. , 2012-
012-
608,608, ( La. App. 5th Cir. 5/ 16/ 13), 119 So. 3d 84, 92- 93; and Gorum
v. Optimist Club of Glenmora, 1999- 1963 ( La. App. 3d Cir. 8/ 30/ 00),
771 So. 2d 690, 695, writ denied, 2000- 2740 ( La. 11/ 27/ 00), 775
So. 2d 451. In this case, the right of first refusal gave plaintiff
an opportunity to match any " third party offer" the defendant,
South Louisiana Methanol, LP, intended to make or accept for the
sale of all or any part of the property. The right of first refusal
defined " third party offer" and exempted any offer to or from an
affiliate of the defendant
including a related party, which was

defined as any entity in which defendant owned fifty percent or
more of the equity interest. Based on the evidence presented,

including evidence that defendant received an offer from a third
party, which encompassed the property subject to the first right
of refusal, and email communications between representatives of

defendant, noting the " complication" of the right of first refusal,
other structural sale options. . . which might work" and " how we
would work it", I find defendant circumvented the right of first
refusal by transferring the property to Gumbo Landco, a subsidiary
of defendant, then selling the membership interest in that entity
to a third party almost immediately, which rendered the right of
first refusal functionally meaningless. I would reverse the trial
court' s denial of plaintiff' s motion for partial summary judgment
and grant the motion, finding the first right of refusal was

triggered.

COURT OF APPEAL, FIRST CIRCUIT

DEPUTY CLERK OF COURT
FOR THE COURT