Charles Harper Brignac, Jr. v. Monica Alleman Brignac

NOT DESIGNATED FOR PUBLICATION

STATE OF LOUISIANA
COURT OF APPEAL, THIRD CIRCUIT

20-417

CHARLES HARPER BRIGNAC, JR.

VERSUS

MONICA ALLEMAN BRIGNAC

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APPEAL FROM THE
FIFTEENTH JUDICIAL DISTRICT COURT
PARISH OF LAFAYETTE, NO. 20162352
HONORABLE EDWARD D. RUBIN, DISTRICT JUDGE

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CANDYCE G. PERRET
JUDGE

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Court composed of John D. Saunders, Van H. Kyzar, and Candyce G. Perret, Judges.

AFFIRMED.

Diane Sorola
402 W. Convent Street
Lafayette, LA 70501
(337) 234-2355
COUNSEL FOR DEFENDANT/APPELLANT:
Monica Alleman Brignac

James Louis Daniels
110 E. Kaliste Saloom, Suite 210
Lafayette, LA 70508
(337) 706-8931
COUNSEL FOR PLAINTIFF/APPELLEE:
Charles Harper Brignac, Jr.

PERRET, Judge.

This appeal arises out of a Rule to Enforce Judgment Partitioning Community

Property filed by Appellant, Monica Alleman (“Monica”), against her former

husband, the Appellee, Charles Harper Brignac, Jr. (“Charles”). For the following

reasons, we affirm the trial court’s judgment that dismissed the rule with prejudice

and awarded attorney fees in the amount of $2,500.00 to Charles.

FACTS AND PROCEDURAL HISTORY:

Monica and Charles were married on December 22, 1997, in Ville Platte,

Louisiana and established their matrimonial domicile in Lafayette Parish,

Louisiana. 1 On May 3, 2012, Charles and Monica registered a limited liability

company with the Louisiana Secretary of State under the name of “Precision Farms,

L.L.C.” (“Precision”) with Charles designated as the Managing Member. Precision

was owned equally by Charles and Monica and the company contained various

parcels of immovable property.

On May 2, 2016, Charles filed a Petition for 102 Divorce and Partition

Community Property and, according to the minutes of the court, a judgment of

divorce was rendered on March 6, 2017.2

On November 7, 2017, Charles entered into a contract to sell 474.9 acres of

Precision for $1,282,230.00, with the proceeds being deposited into the Precision

bank account. The HUD-1 Settlement Statement,3 which was submitted as evidence

at the hearing, indicates that $984,384.72 of the revenue received from the act of

1
One child was born of their marriage, Ashton Charles Brignac, who is now of the age of
majority.

2
It is worth noting that Charles previously filed for a divorce in 2006, during which time
the parties partitioned their community property; however, the parties thereafter reconciled and
subsequently dismissed the petition for divorce.
3
According to Wikipedia, a “HUD-1 Settlement Statement is a standardized mortgage
lending form in use in the United States of America on which creditors or their closing agents
itemize all charges imposed on buyers and sellers in consumer credit mortgage transactions.”

sale was used as follows: (1) payment of $150,110.00 to seller (i.e. Monica), (2)

$284,050.72 to pay off a first mortgage loan, number 886954; (3) $67,855.46 to pay

off a second mortgage loan, number 902712; (4) $380,138.96 to pay off loan number

933803; (5) $53,422.38 for installment payment on loan number 919147; (6)

$48,136.40 for installment payment on loan number 907928; and (7) $670.80 in

county taxes.

On November 13, 2017, Charles filed into the record a Judgment Partitioning

Community Property, which provided that the termination of the former community

regime be made retroactive to May 18, 2016. The consent judgment was also

recorded in the Lafayette Parish conveyance records on November 17, 2017.

On December 7, 2018, Monica filed a Rule to Enforce Judgment Partitioning

Community Property, which alleged the following pertinent allegations [emphasis

in original]:

5.

The Judgment [Partitioning Community Property] allocated,
transferred, and assigned in full ownership to CHARLES:

8. All community interest in the juridical entity known as
“Precision Farms, L.L.C.,” which necessarily includes all
assets owned by or registered in the names of such entity,
and all current and future debts of said limited liability
company, including, without limitation, any unsecured
debt that was incurred on behalf of the company;

6.

In connection with the filing of the 2017 tax return for Precision
Farms, L.L.C. Respondent [Charles] had issued to MONICA a K-1 tax
form which erroneously recites that MONICA received a distribution
from Precision Farms, L.L.C. of $390,000.00 presumably from the
aforementioned sale of immovable property owned by the L.L.C.

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7.

MONICA did not receive any such distribution, instead
CHARLES received all of the sale proceeds and, as stated, deposited
the proceeds into his business, Precision Farms, L.L.C.

8.

Despite not receiving a single penny from the sale which
generated the aforesaid monies, CHARLES is demanding that
MONICA pay one-half (1/2) of the taxes due as a result of the sale
because the sale was confected prior to the signing of the judgment
partitioning the parties’ former community of acquets and gains.

9.

Our understanding of CHARLES’ position is that the taxes owed
as a result of the sale of the immovable property owned by Precision
Farms, L.L.C. is to be paid by the owners not the L.L.C., and thus, even
though CHARLES did not give MONICA her one-half (1/2) of the sale
proceeds, but instead, put all of the monies into the L.L.C. of which he
had exclusive control, MONICA should shoulder the burden of one-
half (1/2) of the taxes resulting from the sale.

10.

Mover avers that if CHARLES would pay her one-half (1/2) of
the proceeds of the sale as he recites in the tax forms filed with the IRS,
she would certainly be willing to pay the estimated $89,000.00 in taxes
due as a result of the sale, however, absent that, she avers that the
above-quoted No. 8 in the partition judgment is controlling.

11.

In sum, CHARLES sold the property owned by Precision Farms,
L.L.C.; he deposited the proceeds of the sale into the L.L.C. account;
he caused to be issued a K-1 to MONICA where the form erroneously
recites that MONICA received one-half (1/2) of the sale proceeds as a
distribution; the L.L.C. remains, as it was prior to the signing of the
partition judgment, under CHARLES’ exclusive control; and he now
asserts that MONICA must pay $89,000.00 in taxes on money she never
received.

12.

Section No. 8 as quoted above clearly provides that CHARLES
is responsible for all current and future debts of the L.L.C. due and
owing at the time the Judgment was signed, and further, provides that
CHARLES is responsible, without limitation, for “any unsecured debt
that was incurred for the benefit of the company.”

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....

14.

MONICA contends that CHARLES has breached his obligations
under the Judgment of Partition by failing to pay all current and future
debts of the L.L.C., including that debt which forms the basis of this
dispute, to wit: 2017 tax liability resulting from the sale of immovable
property formerly belonging to precision Farms, L.L.C.

15.

MONICA seeks enforcement of the provisions of the Judgment
partitioning the community of acquets and gains formerly existing
between the parties and asks that CHARLES be ordered to pay all of
the outstanding taxes, penalties, interest, and fees due resulting from
his sale of the aforesaid parcels of immovable property, and moreover,
that pursuant to the aforesaid judgment, she be awarded attorney’s fees
of not less than Twenty-Five Hundred Dollars ($2500.00) for the cost
of employing an attorney to bring this action all as provided for in the
partition judgment signed on November 13, 2017.

In his opposition to the rule, Charles argued that he and Monica “needed to

sell the Precision Farms real estate to pay off the Precision Farms debt which was in

default, and to provide funds to pay Monica her demand for cash from the

community property as well as to pay down and/or off other community debt.”

Charles argued that, in addition to the $150,110.00 payment made to Monica from

the sales proceeds, he signed a promissory note agreeing to pay her $400,000.00

over the next four years. Charles alleged that it was their intent “to sell certain

Precision Farms assets to generate enough cash to stay afloat on the other community

property debt and to pay Monica $550,000.00.” Charles argued that he assumed the

remaining community property debt and that “[i]n short, Monica wanted to walk

away with $550,000.00, as provided by the Partition Agreement . . . and debt free

from all of the other community property debt.” Charles argued that Monica is

responsible for taxes assessed to her because income from the sale of property held

in Precision was to be allocated in proportion to her interest, which was fifty percent

at the time of sale, and because the consent partition agreement provides that Monica

was to be responsible for her own federal taxes after January 1, 2017. Charles
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requested that the rule be dismissed and that he be entitled to attorney fees to cover

his costs to defend this issue.

After a hearing on the Rule to Enforce Judgment, the trial court provided the

following oral reasons for dismissing the rule and assessing Monica with costs:

The parties having reached a compromise pursuant to La. C.C.
art. 3071 filed their Judgement Partitioning Community Property on
November 9, 2017. Said judgment was approved as to form and content
and signed on November 9, 2017 by both parties along with their
respective attorneys.

Regarding Schedule K-1 of the parties’ 2017 tax return, both
parties’ experts disagree as to whether that tax form incorrectly reported
distributions to the parties from the sale of the immovable property,
Precision Farms. (Schedule K-1, Box 19). It is not the job of this court
to remedy errors reported on the parties’ tax/accounting forms. It is
uncontested that on the date of the sale of the Precision Farms property,
both parties each owned a 50% interest in said property. Precision
Farms, LLC is classified a partnership, where the tax liability lies with
each individual member, not the company. It is clear that both plaintiff
and defendant agreed that “each party further agrees to and declares that
each party shall be solely responsible for their own local, state, and
federal taxes as of January 1, 2017.” (Section D4 of Judgment
Partitioning Community Property).

The Court does not find that the Plaintiff [Charles] is obligated
to indemnify the Defendant [Monica] for taxes, interest, or penalties
associated with her income or gains reported on her 2017 tax forms.

[Monica] argues that [Charles] owes her $150,000 as a portion
of the sales proceeds which he was obligated to pay to [her] at the
execution of the partition agreement. Under the language of the
Judgment Partitioning Community Property, $150,000.00 was to be
paid to [Monica] upon her execution of the above referenced judgment.
Said Judgment signed by the parties and filed on November 9, 2017,
was further made an Order by the signing of this court on November
13, 2017.

Neither party disputed the November 8, 2017 letter in evidence
to counselors for the parties, from the Law Office of Bruce Gaudin,
referencing the $150,000.00 payment at issue. The letter from Mr.
Gaudin states in part, “As instructed, I am holding two checks,
representing part of the proceeds of the sale of the farm by Precision
Farms to Lionel Mounier. One check is for $140,000.00, payable to
Monica Brignac, and one is for $10,000, payable to Diane Sorola [i.e.
Mrs. Brignac’s attorney].” The court having no evidence disputing that
Mr. Gaudin did not release said $150,000.000 some two years ago,
finds that [Charles] has satisfied his obligation under the terms of the
Judgment Partitioning Community Property, and that [Monica] having

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received said $150.000.00 has no further claim that said payment is
owed her.

The court finds that the arguments in [Monica’s] Pretrial
memorandum regarding Unjust Enrichment, Detrimental Reliance, and
Nullification of the Partition Judgment based upon Error of Fact are
without merit.

It is the ruling of this court that the intent of the parties is
evidenced by the clear terms of the community property agreement, and
the court enforces their agreement as written, without the need to nullify
any portion of said agreement. As such, [Monica’s] rule nisi is
dismissed, with costs assessed against [Monica].

A judgment in accordance with this oral ruling was signed on May 8, 2020.

It is from this judgment that Monica appeals, alleging the following four assignments

of error:

1. The Trial Court erred in concluding that Section D1[]4 of the
parties’ Judgment Partitioning Community Property wherein the parties
were obligated to hold each other harmless from and indemnify each
other for any liability in connection with debts and liabilities, associated
with the transfer of the movables and immovables, which were not
specifically identified in the judgment was neither relevant nor
enforceable.

2. The Trial Court erred in finding that Appellant argued before the
Trial Court that the Appellee owed her the sum of $150,000.00 as a
portion of the sales price of immovable property owned by Precision
Farms, L.L.C.

3. The Trial Court erred in finding that Appellant’s argument
relative to Detrimental Reliance was without merit.

4. The Trial Court erred in awarding attorney’s fees to CHARLES
payable by MONICA insofar as MONICA did not default, breach
and/or refuse or neglect to carry out any other the mutual covenants,
undertakings, terms, conditions, obligations, representations,
warranties, promises and acknowledgements contained in the Judgment
partitioning their former community as required under the “OTHER
PROVISIONS” portion of the aforesaid judgment under Section G.

4
Section D1 of the consent judgment provides as follows:

Each party shall be solely responsible for any all debt and liabilities
associated with the transfer of the above identified movables and immovables of
each said party not specifically identified hereinabove, and each party shall hold
the other party harmless from and indemnify said party for an liability in connection
with said debts, including any attorney’s fees expended to defend any action which
may be brought against the other party as a result of said debts.

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STANDARD OF REVIEW:

Generally, a contract is examined on its four corners, without the need for

extrinsic evidence, as a matter of law. However, “[w]here factual findings are

pertinent to the interpretation of a contract, those factual findings are not to be

disturbed unless manifest error is shown.” Evangeline Parish Sch. [Bd.] v. Energy

Contr., 617 So.2d 1259, 1265 (La.App. 3 Cir.), writ denied, 624 So.2d 1228

(La.1993) (quoting Borden, Inc. v. Gulf States Utilities Co., 543 So.2d 924, 928

(La.App. 1 Cir.), writ denied, 545 So.2d 1041 (La.1989)).

When appellate review is not premised upon any factual findings made at the

trial level but is based upon an independent review and examination of the contract

on its face, the manifest error rule does not apply. Id. Rather, in such cases, appellate

review of questions of law is whether the trial court was legally correct or legally

incorrect. Id.

DISCUSSION:

In her first and second assignments of error, Monica alleges that the trial court

erred in finding her liable for a portion of Precision’s 2017 federal taxes based upon

the consent judgment that partitioned her community property regime. Specifically,

Monica alleges that the trial court erred in believing that Charles “owed her

$150,000.00 of the sales proceeds separate and apart from the equalizing payment”

rather than finding that “the $150,000.00 was a partial payment on the equalizing

payment owed” by Charles to her as a result of the partition. Monica argues that the

“sales proceeds may have been the source of money for the payment made by

[Charles], but it was not a distribution of the sales proceeds to [her].” Thus, Monica

argues that Charles agreed to pay her the sum of $150,000.00 upon the execution of

the consent judgment, representing a partial payment of the $550,000.00 he

personally owed to her as an equalizing payment, and that she never received a

distribution from Precision following the sale of immovable property.
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In response, Charles argues that both the consent judgment of partition and

the mandates of the Internal Revenue Code support the trial court’s judgment

dismissing Monica’s rule. Charles alleges “that the profits and/or losses of

[Precision], had always been, as it was required [under the Internal Revenue Code

Section 1.706-4(e)], allocated to its members in proportion to their ownership

interest[,]” and that the sale of immovable property in Precision created a tax liability

for its members, which at the time of the sale was fifty percent to Monica and fifty

percent to him. Additionally, Charles argues that Monica is “obligated to abide by

the clear and unambiguous terms of the consent Judgment of Partition[,]”

particularly section D-4, which provides: “[e]ach party further agrees to and

declares that each party shall be solely responsible for their own local, state and

federal taxes as of January 1, 2017.” We agree.

According to La.Civ.Code art. 3071, “[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.” As stated in Hardy

v. Hardy, 18-0487, p. 5 (La.App. 1 Cir. 2/28/19), 273 So.3d 448, 453 (citations

omitted):

A consent or a stipulated judgment is a bilateral contract by
which the parties adjust their differences by mutual consent, with each
party balancing his hope of gain against his fear of loss. Its binding
force arises from the voluntary acquiescence of the parties rather than
the adjudication by the court. Generally, there is no right to appeal a
stipulated or consent judgment.

Louisiana Civil Code Article 2046 sets forth a general rule of construction,

providing, “[w]hen 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.” In this case, the parties do not dispute that on November 13, 2017, they,

along with their attorneys, entered into a valid comprise to partition their community

property.

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The tax liability was covered in the consent judgment and provided that, as of

January 1, 2017, each party “agrees to and declares that each party shall be solely

responsible for their own local, state and federal taxes.” We find this plain wording

under section D4 of the consent judgment controlling, especially considering the fact

that the consent judgment was entered into after Precision sold the 474.9 acres of

immovable property. Under this analysis, it is of no moment whether Monica

received a distribution from Precision or not as she would have been liable for

federal taxes at the time of the sale due to her fifty percent ownership interest in the

company on November 7, 2017.

Although Monica cites to Curtis v.Curtis, 28,698 (La.App. 2Cir. 9/25/96), 680

So.2d 1327, to support her argument that Charles is “responsible for payment of all

taxes on income generated by the limited liability company[,]” we find that the facts

of that case are inapplicable to the facts of this case. In Curtis, a former husband

and wife entered into a consent judgment that partitioned their former community

property. The wife sued the former husband for allegedly violating the community

property settlement contract when husband failed to pay income taxes on a farming

partnership. Specifically, the wife argued that the husband concealed $140,000.00

in community assets at the time of the consent judgment and that she was damaged

in the amount of $28,655.00, her income tax liability. The courts ruled in favor of

the wife finding that under the clear terms of the consent judgment, the husband

assumed all the assets and debts of the farming partnership, which included the 1994

income tax liability.

However, in the case sub judice, the 474.9 acres of immovable property held

in Precision had already been sold prior to the parties entering into the consent

judgment and the parties specifically addressed taxation in their consent judgment.

Unlike the wife in Curtis, Monica was fully aware of Precision’s decision to sell

immovable property prior to entering into the consent judgment and she also agreed
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in the consent judgment to “be solely responsible for [her] own local, state, and

federal taxes as of January 1, 2017.” Accordingly, we find no merit to these two

assignments of error.

In her third assignment of error, Monica alleges that the trial court erred in

finding no merit to her detrimental reliance argument. Specifically, she argues that

she detrimentally relied upon the clear language of the community partition

agreement that Charles would pay “all current and future debts of said limited

liability company, including, without limitation, any unsecured debt that was

incurred on behalf of the company.” Monica argues that she “reasonably believed

that such language ensured that she would not be saddled with tax liabilities for a

company which she no longer owned or on money generated by a sale of the

company’s property out of which she received nothing.”

In response, Charles argues that there was no “‘unjust’ impoverishment

suffered” by Monica because she received the payment of $150,000.00 cash, the

payoff and/or pay down of substantial community debt of approximately

$834,000.00; and a $400,000.00 promissory note payable over four years.

The concept of detrimental reliance is codified in La.Civ.Code art. 1967,

which provides:

Cause is the reason why a party obligates himself.

A party may be obligated by a promise when he knew or should
have known that the promise would induce the other party to rely on it
to his detriment and the other party was reasonable in so relying.
Recovery may be limited to the expenses incurred or the damages
suffered as a result of the promise’s reliance on the promise. Reliance
on a gratuitous promise made without required formalities is not
reasonable.

“To establish detrimental reliance, a party must prove three elements by a

preponderance of the evidence: (1) a representation by conduct or word; (2)

justifiable reliance; and (3) a change in position to one’s detriment because of the

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reliance.” Luther v. IOM Co., LLC, 13-353, pp. 10-11 (La. 10/15/13), 130 So.3d

817, 825.

After a review of the record, we cannot say that the trial court manifestly erred

in finding no merit to Monica’s detrimental reliance argument. Monica was

represented by counsel when she signed the consent judgment and the agreement

specifically addressed Monica’s tax responsibilities. Such an assumption that

Charles would pay her federal taxes based on the language that “all current and

future debts of said limited liability company, including, without limitation, any

unsecured debt that was incurred on behalf of the company[,]” was unreasonable in

light of the parties agreement to include a “tax liability” provision in the judgment.

Accordingly, we agree with the trial court that Monica has not shown that the

elements of detrimental reliance are present in this case and, thus, we find no merit

to this assignment of error.

Monica’s fourth assignment of error alleges that the trial court erred in

awarding attorney fees to Charles in the amount of $2,500.00. Charles responds that

the trial court correctly awarded the minimum fee due after Monica breached the

consent judgment “by failing to pay her own 2017 Federal taxes resulting from the

sale of the PRECISION property . . . as provided for in the Internal Revenue Code

and as agreed to by the parties in D-4 of the Judgment of Partition.”

Both Monica and Charles cite to section G, under the “Other Provisions,” in

the consent judgment to argue whether attorney fees are recoverable under these

facts. This section provides as follows:

G. Each party agrees and confirms that this partition is
entirely dependent upon the mutual covenants, undertakings, terms,
conditions, obligations, representations, warranties, promises and
acknowledgments contained in this Judgment, and that if either
CHARLES HARPER BRIGNAC, JR. or MONICA ALLEMAN shall
default, breach and/or refuse or neglect to carry out any of the said
mutual covenants, undertakings, terms, conditions, obligations,
representations, warranties, promises and acknowledgements imposed
upon him or her by this Judgment, the non-breaching, or non-defaulting,
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party shall, without the necessity of putting into default, said putting
into default being specifically waived, have the option of bringing an
action for specific performance and/or damages by summary
proceeding, and the non-breaching, or non-defaulting, party shall be
entitled, from the breaching, or defaulting, party, reasonable attorney’s
fees not to be less than Twenty Five Hundred Dollars ($2,500.00), that
may be incurred by the non-breaching, or non-defaulting party, as a
result of having to employ an attorney at law to enforce their rights
contained in this Judgment.

Based on this provision, we find no manifest error in the trial court’s decision

to awarded attorney fees to Charles in the amount of $2,500.00 since Monica failed

to comply with her obligations to pay her local, state, and federal taxes as of January

1, 2017. Accordingly, we find no merit to this argument.

Although Charles has requested, via his appellee brief, an increase in attorney

fees for defending this appeal, La.Code Civ.P. art. 21335 and the jurisprudence are

clear that an appellate court cannot award any additional amount where the appellee

fails to answer the appeal or file a cross-appeal. See Broussard v. Asco Venture

Holdings, 17-90, 17-91 (La.App. 3 Cir. 10/4/17), 229 So.3d 80. Because Charles

failed to answer or file a cross-appeal, we will not consider his request for additional

attorney fees.

5
Louisiana Code of Civil Procedure Art. 2133 provides as follows:

A. An appellee shall not be obliged to answer the appeal unless he desires
to have the judgment modified, revised, or reversed in part or unless he demands
damages against the appellant. In such cases, he must file an answer to the appeal,
stating the relief demanded, not later than fifteen days after the return day or the
lodging of the record whichever is later. The answer filed by the appellee shall be
equivalent to an appeal on his part from any portion of the judgment rendered
against him in favor of the appellant and of which he complains in his answer.
Additionally, however, an appellee may by answer to the appeal, demand
modification, revision, or reversal of the judgment insofar as it did not allow or
consider relief prayed for by an incidental action filed in the trial court. If an
appellee files such an answer, all other parties to the incidental demand may file
similar answers within fifteen days of the appellee’s action.

B. A party who does not seek modification, revision, or reversal of a
judgment in an appellate court, including the supreme court, may assert, in support
of the judgment, any argument supported by the record, although he has not
appealed, answered the appeal, or applied for supervisory writs.
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For these reasons, we affirm the trial court judgment that dismissed Monica’s

Rule to Enforce Judgment Partitioning Community Property and awarded Charles

$2,500.00 in attorney fees. Costs of this appeal are assessed to appellant, Monica

Alleman.

AFFIRMED.

This opinion is NOT DESIGNATED FOR PUBLICATION.
Uniform Rules—Courts of Appeal, Rule 2-16.3.

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