Mmaa, LLC, M and a Loans, LLC, and Michael Kirschman Versus Archon Information Systems, LLC and Bryan P. Barrios

MMAA, LLC, M AND A LOANS, LLC, AND NO. 25-C-329
MICHAEL KIRSCHMAN
FIFTH CIRCUIT
VERSUS
COURT OF APPEAL
ARCHON INFORMATION SYSTEMS, LLC
AND BRYAN P. BARRIOS STATE OF LOUISIANA

September 08, 2025

Linda Tran
First Deputy Clerk

IN RE MMAA, LLC, M&A LOANS, LLC, AND MICHAEL KIRSCHMAN

APPLYING FOR SUPERVISORY WRIT FROM THE TWENTY-FOURTH JUDICIAL DISTRICT COURT,
PARISH OF JEFFERSON, STATE OF LOUISIANA, DIRECTED TO THE HONORABLE RAYMOND S.
STEIB, JR., DIVISION "A", NUMBER 857-105

Panel composed of Judges Jude G. Gravois,
Marc E. Johnson, and Scott U. Schlegel

WRIT DENIED
MMAA, LLC, M and A Loans, LLC, and Michael Kirschman (collectively,
plaintiffs) seek supervisory review of the trial court’s judgment of June 23, 2025,
which denied plaintiffs’ Motion for Summary Relief on Collateral by Rule to Show
Cause (“Motion for Summary Relief”). Plaintiffs sought relief by summary
proceeding under La. R.S. 10:9-607(f), requesting both delivery and endorsement
of the membership certificates of Archon Information Systems, LLC (“Archon”).
[Emphasis added.] Defendants, Archon and Bryan P. Barrios, pledged the
membership certificates as collateral for loans that defendants allegedly defaulted
on. Plaintiffs assert three assignments of error: (1) the trial court erred in denying
their motion because they have the right to seek delivery and possession of pledged
collateral by summary proceeding; (2) the trial court erred in applying Louisiana
law to the inner workings of Archon, a Delaware LLC; and (3) La. R.S. 10:9-607
authorizes them to summarily obtain documents that would enable them to exercise
rights to the pledged collateral.
For the reasons that follow, we deny the writ application.

La. R.S. 10:9-607(f) provides a procedural vehicle for seeking either
delivery or endorsement of instruments. It does not require a trial court to do both.
And it does not determine the substantive effect of such delivery or endorsement.
Those effects depend on the applicable law and the operating agreement of the
limited liability company. Thus, it is important to note at the outset that the trial
court did not find that La. R.S. 10:9-607 barred a summary proceeding in this case.
To the contrary, it held a two-day evidentiary hearing, heard from witnesses,
accepted evidence, and made multiple findings. Ultimately though, the trial court
denied the requested relief because plaintiffs failed to provide sufficient evidence

for the trial court to determine whether endorsement would conflict with
Louisiana’s substantive law or the legal findings articulated by this Court in AOK
Property Investments, LLC v. Boudreaux, 20-237 (La. App. 5 Cir. 12/9/20), 308
So.3d 1214, writ denied, 21-002 (La. 3/2/21), 311 So.3d 1051.

In AOK Property Investments, LLC, we distinguished between financial and
management rights in limited liability company interests, explaining that security
interests grant “only the member’s financial rights” while “the original member
retains management rights and powers.” Id. at 1217. Specifically, we first
recognized that:

… La. R.S. 12:1332 states that, except otherwise provided in the
articles of organization or a written operating agreement, an assignee of an
LLC shall not become a member or participate in the management of the
LLC; and, until the assignee of an interest in an LLC becomes a member, the
assignor shall continue to be a member and shall not be released from his
liability to the LLC under La. R.S. 12:1322 and 1328.

Id. And concluded:

The one feature of the LLC system that poses a special issue is its
treatment of creditors. Judgment creditors of an LLC member may not
cause the debtor’s member’s LLC interest to be seized and sold in the
ordinary way that most assets of a judgment debtor may be seized.
Judgment creditors are entitled only to obtain a “charge” against an LLC
member’s interest, and this charge entitles the charging creditor only to be
treated as an assignee.

Id. [Emphasis in original.]

Additionally, La. R.S. 10:9-607(f) provides that a “secured party may
proceed by summary process against the debtor to obtain any instrument … in
order to exercise its rights under this Chapter or to obtain the endorsement of the
debtor to any instrument or other document.” [Emphasis added.]

And although plaintiffs now claim that they seek only possession of the
certificates, they have stated on numerous occasions that they seek delivery and
endorsement of the membership certificates of Archon, arguing that endorsement is
essential to “effectively exercise” their rights. In fact, in their post-trial brief, they
“re-urge[d] [the trial] Court to recognize their rights in the membership and
ownership interests in Archon Information Systems, LLC (“Archon”) – corporeal
or incorporeal – which were pledged as collateral by Bryan P. Barrios (“Barrios”)
and pray that this Court render a judgment ordering that the Kirschman Parties be
and are put in possession of all such interests...”

Plaintiffs also argue that Delaware law should apply and that such an
application supports its position. But they omitted key statutory language, which
could be considered a material misrepresentation and thus sanctionable.1 Even if
we were to consider Delaware law here, plaintiffs’ request for full control of

1
Plaintiffs are hereby admonished and reminded of their obligations of candor to this Court.

Archon through endorsement would still fail absent specific operating agreement
language.2

Thus, after considering the law and arguments, we cannot say that the trial
court erred when it declined to order defendants to endorse the Archon
membership certificates and deliver them to the plaintiffs. The trial court clearly
stated that without the operating agreement, it could not determine what rights, if
any, an endorsement would confer. And without it, the trial court could not
properly evaluate what relief was necessary or appropriate for plaintiffs to
“effectively exercise” their rights. As the trial court noted, plaintiffs’ failure to
introduce the operating agreement was fatal to their claim. We agree.

Accordingly, the writ is denied.

Gretna, Louisiana, this 8th day of September, 2025.

SUS
JGG
MEJ

2
In the writ, plaintiffs cited Delaware’s Limited Liability Company Act, Del. Code Tit. 6, § 18-704(a)(3), as
providing:
“an assignee of a limited liability company interest becomes a member . . . upon the voluntary assignment
by the sole member of the limited liability company of all of the limited liability company interests in the
limited liability company to a single assignee. An assignment will be voluntary for purposes of this
subsection if it is consented to by the member at the time of the assignment and is not effected by
foreclosure or other similar legal process.”

However, this portion of the statute provides in full as follows:
(a) An assignee of a limited liability company interest becomes a member:
...
(3) Unless otherwise provided in the limited liability company agreement by a specific reference
to this subsection or otherwise provided in connection with the assignment, upon the voluntary assignment
by the sole member of the limited liability company of all of the limited liability company interests in the
limited liability company to a single assignee. An assignment will be voluntary for purposes of this
subsection if it is consented to by the member at the time of the assignment and is not effected by
foreclosure or other similar legal process. [Emphasis added.]

SUSAN M. CHEHARDY CURTIS B. PURSELL

CHIEF JUDGE CLERK OF COURT

SUSAN S. BUCHHOLZ
FREDERICKA H. WICKER
CHIEF DEPUTY CLERK
JUDE G. GRAVOIS
MARC E. JOHNSON
STEPHEN J. WINDHORST LINDA M. TRAN
JOHN J. MOLAISON, JR.
FIRST DEPUTY CLERK
SCOTT U. SCHLEGEL
TIMOTHY S. MARCEL FIFTH CIRCUIT
MELISSA C. LEDET
JUDGES 101 DERBIGNY STREET (70053)
DIRECTOR OF CENTRAL STAFF
POST OFFICE BOX 489
GRETNA, LOUISIANA 70054 (504) 376-1400

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www.fifthcircuit.org

NOTICE OF DISPOSITION CERTIFICATE OF DELIVERY
I CERTIFY THAT A COPY OF THE DISPOSITION IN THE FOREGOING MATTER HAS BEEN
TRANSMITTED IN ACCORDANCE WITH UNIFORM RULES - COURT OF APPEAL, RULE 4-6 THIS
DAY 09/08/2025 TO THE TRIAL JUDGE, THE TRIAL COURT CLERK OF COURT, AND AT LEAST ONE OF
THE COUNSEL OF RECORD FOR EACH PARTY, AND TO EACH PARTY NOT REPRESENTED BY
COUNSEL, AS LISTED BELOW:

25-C-329
E-NOTIFIED
24th Judicial District Court (Clerk)
Hon. Raymond S. Steib, Jr. (DISTRICT JUDGE)
James M. Garner (Respondent) J. Geoffrey Ormsby (Relator)

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