A Plus Home Care Services, LLC v. a Blessing Personal Home Care Services, LLC

STATE OF LOUISIANA
COURT OF APPEAL, THIRD CIRCUIT

24-444

A PLUS HOME CARE SERVICES, LLC

VERSUS

A BLESSING PERSONAL HOME

CARE SERVICES, LLC

**********

APPEAL FROM THE
FIFTEENTH JUDICIAL DISTRICT COURT
PARISH OF LAFAYETTE, NO. 2018-1801
HONORABLE MICHELLE M. BREAUX, DISTRICT JUDGE

**********

SHANNON J. GREMILLION
JUDGE

**********

Court composed of Elizabeth A. Pickett, Shannon J. Gremillion, and Van H. Kyzar,
Judges.

AFFIRMED.

Lucretia P. Pecantte
Attorney at Law
124 West Washington Street, Suite B
New Iberia, LA 70560
(337) 374-1202
COUNSEL FOR PLAINTIFF/APPELLANT:
A Plus Home Care Services, LLC

Amanda Ann Martin
420 South Iberia Street
New Iberia, LA 70562
(337) 374-1202
COUNSEL FOR PLAINTIFF/APPELLANT:
A Plus Home Care Services, LLC

Travis J. Broussard
Attorney at Law
130 South Audubon Boulevard, Suite 109
Lafayette, LA 70503
(337) 534-4242
COUNSEL FOR DEFENDANT/APPELLEE:
A Blessing Personal Home Care Services, LLC

Christopher C. Johnston
Johnston Law Firm, LLC
7830 Sage Hill Road
Saint Francisville, LA 70775
(225) 763-1244
COUNSEL FOR DEFENDANT/APPELLEE:
A Blessing Personal Home CareServices, LLC

Kevin J. Gillie
Attorney At Law
205 Blount Road
Baton Rouge, LA 70807
(469) 222-6437
COUNSEL FOR DEFENDANT/APPELLEE:
A Caring Home Care Services, LLC

Sarah E. Aycock
Attorney at Law
628 North Fourth Street
Baton Rouge, LA 70802
(225) 342-5631
COUNSEL FOR DEFENDANT/APPELLEE:
Louisiana Department of Health

GREMILLION, Judge.

Plaintiff, A Plus (A Plus) Home Care Services, LLC, appeals the judgment in

favor of the Defendant, A Blessing (A Blessing) Personal Home Care Services, LLC,

in this contract dispute. For the following reasons, we affirm.

FACTUAL AND PROCEDURAL BACKGROUND

A Plus entered into a contract to sell its business intellectual property,

goodwill, and book of business to A Blessing in November 2017 for $225,000.00

with $100,000.00 paid at closing and the remaining $125,000.00 payable over the

course of 36 months beginning January 1, 2018, in the amount of $3,747.36 per

month. A Plus provides home care services to individuals with developmental

delays; the fees for these services are paid by the Louisiana Department of Health.

A Plus filed a Petition for Breach of Contract, Injunction and Damages on

March 20, 2018,1 urging that A Blessing breached the contract because it failed to

make any payments. A Blessing filed an Answer and Reconventional Demand on

April 24, 2018. A Blessing’s reconventional demand alleged damages for bad faith

breach of contract by A Plus because:

Moreover, despite representations of the Plaintiff/Seller with regards to
the book of business including sixty to seventy clients, Defendant was
only able to effectuate the transfer of 29 clients through the Louisiana
Office of Citizens with Developmental Disabilities as the others had
already been transferred to A Caring.

It alleged that A Plus’s own bad faith caused Defendant’s failure to perform.

A Caring Personal Home Care Services, LLC (A Caring) is a competing home care

business owned by Danille Pecantte and Omar Pecantte, children of the owner of A

Plus who were formerly employed by A Plus.

1
A Plus’s initial suit and appeal (21-257) are included in this record as an exhibit.

Following a hearing in January 2021, the trial court granted a protective order

relating to the acquisition of LDH records, set a new trial date for March 22, 2021,

and signed a judgment on January 28, 2021. A Plus filed a motion for appeal seeking

to appeal the trial court’s January 28, 2021 judgment. However, we issued a rule to

show cause why the appeal of a protective order and setting of a new trial date should

not be dismissed for having been taken from a non-appealable, interlocutory ruling.

We dismissed the appeal and permitted A Plus to file an application for supervisory

writs. A Plus’s application for supervisory writs was denied in September 2021.

In September 2023, A Blessing filed a motion to file its first amended,

supplemental, and restated reconventional demand alleging more details about the

pre-closing transfer of clients by Danille Pecantte from A Plus to A Caring. It

alleged that:

9.
By four (4) days post-closing, A Plus had transferred to A
Caring more than a third of the book of business it had sold to A
Blessing only four days prior.

10.
During and after the clandestine raid of patients, A Plus refused
to provide to A Blessing information necessary for A Blessing to
invoice Medicaid for the services it was providing to the patients post-
closing.

11.
Instead, A Plus required that A Blessing use an A [P]lus agent,
son and A Caring owner, Donnie Pecantte, to handle the A Blessing
billing for the retained patients at an expense of $1,000.00 per week.

A Blessing alleged bad faith by A Plus for “diverting the valuable assets sold

to A Blessing[.]” A Blessing filed a second amended, supplemental, and restated

reconventional demand on January 31, 2024, relating to Danille Pecantte’s

admission that she is the owner of A Caring. Following a February 27-29, 2024 trial,

the trial court ruled in favor of A Blessing in a 5-page “judgment” signed on May

2

29, 2024. A Plus timely appealed. The judgment, however, failed to state any

decretal language. Thus, on August 21, 2024, we suspended the appeal and

remanded to the trial court to amend the judgment pursuant to La.Code Civ.P. art.

1951 to include decretal language such as the relief awarded.

The trial court filed an “Amended Judgment” on September 5, 2024. The

amended judgment added the necessary decretal language as follows:

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED
that Judgment be, and is hereby rendered in favor of the Defendant, A
Blessing Personal Home Care Services and against Plaintiff, A Plus
Personal Home Care Services, LLC and dismissing said claims with
prejudice.

IT IS FURTHER HEREBY ORDERED, ADJUDGED, AND
DECREED that Judgment be, and is hereby rendered in favor of the
Defendant’s Reconventional Demand.

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED
that Judgment be, and is hereby rendered in favor of the Defendant, A
Blessing Personal Home Care Services, LLC in the amount of
NINETY-SEVE[N] THOUSAND, SEVEN HUNDRED NINETY-
THREE DOLLARS AND EIGHTS-SIX CENTS ($97,793.86).

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED
that judicial interest shall run from the date of legal demand; and

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED
that each party bear their own costs.

A Plus filed a motion and order to suspend briefing pending a November 12,

2024 hearing in the trial court on its Motion and Order to Strike and/or

Reconsideration of the Amended Judgment. In a written opinion dated October 16,

2024, we denied A Plus’s motion to suspend briefing, noting that we “retained

jurisdiction over this matter, even though we have remanded it back to the trial court

for [the] sole purpose of the correction of the deficient decretal language in the initial

judgment.” The trial court no longer has jurisdiction, and we will proceed with the

appeal of the amended judgment.

3

A Plus assigns as error:

1. The trial court erred by granting a Judgment in favor of the
appellee, A Blessing Personal Home Care Services, LLC.’s.
Reconventional Demand and against the appellant, A Plus Home
Care Services, LLC., and dismissing appellant’s claims.

2. The trial court erred by awarding the appellee a judgment in the
amount of NINETY-SEVEN THOUSAND SEVEN HUNDRED
NINETY-THREE ($97,793.36) DOLLARS AND 36/100 and
that interests run from the date of legal demand against the
appellant, A Plus Home Care Services, LLC.

3. The trial court erred by in its Amended Judgment by failing to
abided [sic] by this Honorable Court’s order in violation of
Louisiana Code of Civil Procedure Article 1951.

DISCUSSION

Breach of Contract

We will not disturb a trial court’s findings of fact even if we may have ruled

differently as long as the trial court’s findings are reasonable; the trial court’s choice

between two reasonable presentations of evidence is never manifestly erroneous.

Rosell v. ESCO, 549 So.2d 840 (La.1989). Moreover, a trial court’s credibility

determinations deserve great deference as it is in a superior position to assess a

witness’s testimony and behavior. Id.

“In order to succeed on a breach of contract claim, the plaintiff must
prove the existence of the contract, a breach of the obligations
therein, and damages.” Ledet v. Campo, 12-1193, p. 7 (La.App. 3
Cir. 3/6/13), 128 So.3d 1034, 1039. A party to a contract breaches it
by (1) undertaking an obligation to perform; (2) failing to perform
that obligation; and (3) the party entitled to performance suffers
damages from the failure to perform. Sanga v. Perdomo, 14-609
(La.App. 5 Cir. 12/30/14), 167 So.3d 818, writ denied, 15-222 (La.
6/19/15), 172 So.3d 650. “A failure to perform results from
nonperformance, defective performance, or delay in performance.”
La.Civ.Code art. 1994.

4

A Caring Home Care Servs., LLC v. de la Housssaye, 17-31, pp. 2-3 (La.App.

3 Cir. 7/5/17), 224 So.3d 422, 424, writ denied, 17-1328 (La. 11/6/17), 229 So.3d

474.

“Contracts must be performed in good faith.” La.Civ.Code art. 1983. A party

whose performance is defective is liable for the damages caused. La.Civ.Code art.

1994. A party who breaches a contract in good faith is only liable for foreseeable

damages, whereas a party in bad faith is liable for all damages that result from the

failure to perform. La.Civ.Code arts. 1996, 1997. One will not be deemed to be in

bad faith if the mistake is an honest one; bad faith is equivalent to fraud and the

conscious choice to do the wrong thing. The supreme court in Castille v. St. Martin

Parish School Board, 16-1028, pp. 6–7 (La. 3/15/17), 218 So.3d 52, 56, stated:

The jurisprudence has consistently held that bad faith as used in the
context of La.Civ.Code art. 1997 “generally implies actual or
constructive fraud or a refusal to fulfill contractual obligations, not
an honest mistake as to actual rights or duties.” Dorsett v. Johnson,
34,500 at p. 5 (La.App. 2 Cir. 5/9/01), 786 So.2d 897, writ denied,
01-1706 (La. 9/28/01), 798 So.2d 115.

Courts have recognized bad faith is “more than mere bad
judgment or negligence; it implies the conscious doing of a wrong
for dishonest or morally questionable motives.” Benton v. Clay,
48,245 at p. 8 (La. App. 2 Cir. 8/7/13), 123 So.3d 212, 219.

Whether a party is in good or bad faith is a factual determination. Weeks v.

T.L. James & Co., 626 So.2d 420 (La.App. 3 Cir. 1993), writ denied, 630 So.2d 794

(La. 1994), writs denied, 93-2909, 93-2936 (La. 1/28/94), 630 So.2d 794.

The trial court, in extensive written reasons, found in part:

A Plus breached this duty and failed to perform its contractual
obligations on several levels.

....

. . . Plaintiff, A Plus, did not meet its own burden of proof to
establish that the Defendant, A Blessing, breached the contract.

5

However, the Court finds that the Defendant, A Blessing, through
its Reconventional Demand, met its burden that A Plus breached the
contract, as A Plus had a contractual duty to help facilitate the sale,
not to jeopardize it.

TESTIMONY AND EVIDENCE

The following evidence and testimony were presented at trial.

Suzelle Coward

Coward, a program manager for home and community services for the

Louisiana Department of Health, testified that her work involves personal care

attendants (PCAs), which are highly regulated by the state. She said clients have the

right to choose and change their provider. Coward testified that when a change of

ownership–or CHOW–occurs, the parties involved have agreed to relinquish their

facility need review rights to the new owner. She said that a buyer has to provide a

CHOW application.2 Coward was questioned:

Q. Can a company use its existing provider number or license
number when they are buying a new company, or do they have to go
through the CHOW process?

A. They have to go through the CHOW process, and also it’s their
responsibility to contact provider enrollment as far as the billing. But
the agency is going to be responsible for the license until the CHOW
is approved by the program desk. The CHOW entails an application,
letter of intent, bill of sale, and a diagram showing the before the
purchase and after the purchase. The license is not transferable.

Coward testified they have no record of A Blessing ever filing an application

or a CHOW. She said the department is supposed to be notified within five days of

the sale. With regard to the existing clients of the seller, Coward testified:

Q. What is the responsibility of A Plus to the clients?

....

2
Licensure of home and community-based service providers is found in La.R.S. 40:2120.3
and La.Admin.Code tit. 48, Pt. I, §5005. The change of ownership of a home and community-
based service provider is regulated by La.Admin.Code tit. 48, Pt. I, §5014

6

A. To offer them freedom of choice, to offer them – to let them
know that they’re being sold and let them decide whether or not they
want to stay with that company or they want to transfer to someone else.

She said the seller is responsible for holding a transfer or discharge planning

conference with the client and is responsible for the clients until the CHOW is

approved, which, in a best-case scenario, can take two months. She testified that

solicitation of clients is prohibited. Coward stated it is a violation for the seller to

cease servicing the clients as of the date of sale.

Omar Pecantte

Omar testified that he was the assistant director of A Plus and managed the

entire operation from 2006 through 2017. He said that when his parents decided to

sell the business, he began reaching out to people in the industry including Nathanial

Moore. He testified that he negotiated the contract and that the “the main terms that

was [sic] covered was [sic] that, after the sale, it was a 15-day window in which he

could have brought any dispute or any claims to basically nullify or invalidate the

contract . . . after purchase.” He further testified that the components of the CHOW

were in the contract. Omar said that Moore did not take advantage of the fifteen-

day window, nor did he complete the CHOW requirements listed in the contract that

are a requirement for licensure.

Omar then reviewed an email he claims to have sent to Moore on November

27, 2017, which states: “Nate, the state contacted us regard [sic] the sale. We need

to complete the change of ownership to be in compliance. Omar”

Omar testified that even after the sale, A Blessing continued to bill using A

Plus’s provider and submitter numbers without obtaining new Medicaid provider

and submitter numbers as was required for licensing. He said that A Blessing did

not make any payments as agreed to in the contract and that Moore did not contact

7

him with any issues. He testified that there was no understanding between he and

Moore that A Blessing would keep A Plus’s clients. However, the trial court

questioned Omar:

THE COURT:
But Y’all were talking about the clients and they have a free --

THE WITNESS:
Freedom of choice.

THE COURT:
--freedom of choice.

THE WITNESS:
Right.

THE COURT:
And that three weeks prior to the sale, you notified your clients
that Nathaniel Moore was taking it over, because they have the free
choice.

THE WITNESS:
I have to disclose to them that A Plus is being considered for sale.

THE COURT:
Correct.

THE WITNESS:
And they have -- the clients always have the freedom of choice
to either stay, because he’s buying the company, meaning that he’s
going to own and operate A Plus independent of A Blessing.

THE COURT:
I understand. And that’s why I’m asking--

THE WITNESS:
Yes.

THE COURT:
--because maybe I misunderstood.

THE WITNESS:
Yes, so--

THE COURT:
But didn’t you say something about the clients --

8

THE WITNESS:
Yes.

THE COURT:
--that he was going to maintain the clients?

THE WITNESS:
Yes, within A Plus, because --

THE COURT:
Right, okay.

THE WITNESS:
--he wasn’t just --

THE COURT:
So Nathaniel Moore will maintain the clients of A Plus.

THE WITNESS:
Plus, because he’s the owner.

THE COURT:
That’s what you said.

THE WITNESS:
Yes. He’s the new owner.

THE COURT:
Okay. That’s all I needed to clarify.

THE WITNESS:
Yes.

He was then asked by his attorney3:

Q. So what was the -- what was the agreement about? What did you
all sell him?

A. Basically, the -- it was -- no, you can’t sell a client. So you’re
trying to qualify with LDH to get a new license to be able to take over
the existing client base and continue to provide the services, once LDH
approve [sic] the CHOW, change of ownership. You get the new
license, because right -- it [the license] can’t be transferred, assigned,
or sold.

3
We note that counsel for A Plus is the sister of Omar, Donnie, and Danille Pecantte.

9

Omar then testified about getting new Medicaid provider and submitter

numbers. On cross-examination, Omar was directed to his deposition in which he

stated several times that his mother was selling “the license” because “That’s all she

can sell, yes.” He was questioned:

Q. . . . And then I said, “What does she have in mind to sell?” You
say, “What she was selling was just the general business.” I asked you
further, “Like what?”

A. Uh-huh.

Q. And then at line 12, you say, “The only thing per Medicaid rules
is the license.”

A. Right.

Q. “You can’t sell clients, because clients have freedom of choice,”
right?

A. Uh huh.

Q. So the only thing you said you were selling was the license, right?
And then I --because I asked you -- I asked you, I said, “She was selling
the license for $350,000?” And you said what?

A. I said, “Yes.”

Q. Two times, didn’t you?

A. Yes.

Q. You said, “Yes, yes.”

A. Yes.

Q. And then I said, “Has she ever sold the license before?”

A. No.

Q. And you said, “no.”

Omar then testified regarding A Blessing’s ability to bill for services. He

stated that they gave all of the billing information to Moore but “for whatever reason,

[Moore] . . .wasn’t able to bill for some reason on their own. But they had all of the

10

information to bill for themselves.” He was then presented with an email sent to

Moore by Donnie Pecantte, his brother, who was an employee of A Plus and did the

billing but upon the sale created a new company, DLHD Holdings. Omar testified

“When Nathaniel Moore took over and was using those same billing codes, he

contracted with DLHD Holdings, which is owned by Donnie P. That’s correct.” He

admitted that his brother’s company used all of the account numbers set up by his

parents. The email sent to Moore by “Donnie P.” as he is referred to in the email

and by Omar states:

Hi Nat

Omar told me you would like for me to provide billing services for A
Plus. Below is a list of things I need for the contract.

Omar testified that Moore “may have mentioned it one time” that they (A

Blessing) were unable to bill using the information Omar had provided. Thus, from

November 18, 2017, through December 6, 2017, A Blessing was unable to bill any

clients until Moore signed the contract with Donnie P.

Omar was then shown his deposition from August of 2022, in which he had

been subpoenaed to bring any documents or emails relating to the sale of the business

but arrived with none, claiming not to have them. He testified he hired someone

from Best Buy to recover the emails that he produced at the trial.

Omar was then questioned about the January 9, 2018 letter sent by A

Blessing’s attorney indicating that the payments would be put into escrow until A

Plus provided “all client and employee folders and other operational assets are

delivered and an accounting performed of the actual fair market value of the

business.” He admitted that one day later, on January 10, 2018, he cancelled the

Medicaid billing provider numbers so that A Blessing could no longer bill. Rather

11

than being in retaliation, Omar said it was because Moore was violating the licensing

standards. He admitted that no one was copied on the email he sent cancelling the

account numbers necessary for billing.

Omar was then questioned about exactly what was being sold, and he stated,

“We sold the equipment, the intellectual property, the furniture, and we included

within the sale the CHOW requirements.” When “goodwill” and “book of business”

was pointed out, Omar described this as:

Book of business doesn’t–from my understanding of what I
know, you can’t sell or purchase Medicaid clients. So we had private
pay clients that didn’t fall under Medicaid rules. So what this contract
basically indicated was Nathaniel Moore coming and taking over
ownership by following the requirements, because this is a licensed
Medicaid provider that requires you to submit the change of ownership
and follow the process of becoming the new owner and obtaining new
billing codes to be able to provide the same services as the new owner.

Omar could not remember how many clients A Plus had; however, he stated

he informed all of them of the move. He then surmised it was between 60 or 70

clients. Regarding the twenty-one clients that signed up to switch to his sister’s

company, A Caring, Omar stated:

Q. Okay, all right. And then so now we know -- and in the case of
21 people, they decided to go from your company to your sister’s
company, right?

A. That doesn’t -- this transfer doesn’t necessarily means that it
happened. The State has to approve a transfer --

Q. Sure.

A. –once the request come [sic] in. So I can’t say whether the
person went to that company.

Q. I understand. I tried to get those records. I was denied.

A. Okay.

Q. So I’m sorry I can’t show them to you.

12

A. Well --

Q. But this is the one I have.

A. That’s all I can say. There was a request, but it doesn’t mean that
the State approved the request.

Q. I understand what you’re saying. I got it. But here’s my
questions. So we know that this happened.

A. Right.

Q. The fact that this -- this happened, did you disclose that to
Nathaniel Moore?

A. I don’t know. I don’t know a [sic] customer left or not.

However, Omar then admitted that he was associated with A Caring and had

access to all of its records including the client service tracker that provides every

client name and their start and end date. He was asked:

Q. So -- so then you would have had everything you needed to know
if they actually transferred or not?

A. No. That’s not-- that’s not-- with all that document, I can’t tell
you who was-- if those clients actually transferred, because I resigned
from A Caring.

However, Omar could not recall when he resigned. When questioned by the

trial court, Omar testified:

THE COURT:
Okay. So it’s your testimony that you-- all you did was make the
phone calls and at that point they chose where they wanted to go, if in
fact they wanted to go?

THE WITNESS:
Correct.

As of November 15, 2017, Omar was listed as the contact person for A Caring

and Donnie P. as the contact person for A Plus. Regarding the twenty-one transfer

requests, the majority were completed on November 3 and 6, 2017, and a few after

13

the sale. Omar admitted that he was associated with both companies but denied ever

seeing the transfer request forms or following up with any of them.

Omar was then asked about the non-compete provision in the contract:

A. A comprehensive covenant not to compete or propose a non-
compete in the distance and time, for example, not to own, operate, and
invest, nor consult for any business of this type nor any business
servicing the--

Q. Okay, all right. So with a provision like that, like you don’t feel that
you guys would have had a duty to disclose that those 21 requests for
transfers that were done at the time you testified you were making these
calls, that you had a duty to disclose that--

Omar answered no and stated that provision only applies to his mother and

father, who signed the contract. Omar later stated regarding what was being sold:

This contract was not about purchasing clients. It was about a license
to be able to be reissued, along with the process being put. Once
stability with the new owner would have been established, then the
customer’s gain a rapport and maybe would have stayed; maybe not.
It’s still their choice.

The trial court questioned Omar regarding why he had no idea if 21 clients

arrived at A Caring, and he stated he only handled licensing. Counsel then asked

why Omar was the primary contact for a request of transfer on the state’s listing of

available agencies. Omar said it was because he knows the rules and regulations.

Ryan Elliot

Elliot oversees data operations at PRN Funding, an Ohio company. PRN

advances portions of payments to providers, such as A Plus, that are expected from

Medicaid and then reduces the payment by a fee once the funds are received by

Medicaid and remits the remainder to the provider. This allows smaller, growing

companies to be able to meet payroll while waiting for payments. He testified that

he made one deposit to A Blessing in the amount of $40,523.95 on December 28,

14

2017, at the direction of Omar and Donnie. Elliot testified he had a business

relationship with A Caring since 2017 through the time of trial.

Rashida Charlot

Charlot, the executive director of home care for Moore’s businesses, including

A Blessing, testified that she oversees Moore’s agencies, stays in compliance with

state regulations, conducts pop-up visits at offices, and makes sure everything goes

accordingly. Charlot described the process of transferring from one company to

another depending on the type of care the person receives. There is long term

personal care, community choice waiver, and SIL.

Long term personal care services (PCS) amount to between eighteen and

thirty-two hours of care per week; direct service workers assist with activities of

daily living. If a PCS client wants to transfer services, they have to contact long

term and state what agency they would like to go with. PCS clients have assessors.

To transfer, a document is sent to the state advising of the change. Regarding who

handles the paperwork for PCS clients:

Well, it varies from time to time, case-to-case basis. It could actually
be whoever the client has referred to help them or, if its an agency that
they may be inquiring to transfer, they may be able to walk them
through the process as well. So the situation is different, so its
definitely up to the client discretion.

She said the new agency could submit the client paperwork for a transfer but

that it would be unlikely that the old agency would submit it unless the client could

not be assisted at all by the company.

Community choice waiver clients are able to go into the communities and go

on outings. Waiver clients have to contact a support coordinator (another company

employed by the state), and the support coordinator decides if the client can be

released. The support coordinator handles the plan of care for waiver clients.

15

Charlot testified that in her thirteen or fourteen years of experience she had

never encountered an instance where the state did not approve a transfer.

Regarding the purchase of A Plus in November 2017, Charlot testified that

she sent time sheets to Donnie, who did the billing because “we requested the

passwords to get into the accounts but were unable to do so. The passwords were

the wrong passwords and user names.” She stated that A Blessing’s biller, Elijah

Jenkins, requested the passwords so that they could bill time sheets to pay employees,

but he was unable to. Charlot then reached out to Donnie to request the passwords.

However, she said that Donnie only provided incorrect passwords. They were

unable to access remittance statements or client tracker reports which list the clients’

names and their Medicaid start and end dates.

Charlot reviewed weekly emails sent by Donnie beginning one week after the

sale in which he stated he was doing the billing. On December 14, 2017, Donnie

sent an email to Charlot stating he would need his invoices to be paid up front before

he would do any more billing for the agency.

On cross examination, Charlot was asked about the CHOW. Charlot said she

could not complete the CHOW because A Blessing never received the license. She

stated that when you purchase a new company, you have to input the old license

number in the application in order to apply for a new one.

Christy Sawyer

Sawyer, the long term personal care services contract manager and long-term

care access contract manager for the Louisiana Department of Health Office of

Aging and Adult Services, discussed an exhibit of 54 long term PCS clients (no

support coordinators or case managers).

16

During this witness’s testimony, it was stipulated that there were 54 clients

total, 27 went to A Blessing, 21 went to A Caring, and 6 went someplace else. This

stipulation only relates to long term care clients rather than waiver clients.

Elijah Jenkins Jr.

Jenkins testified that he owns a medical billing and coding company. Jenkins

stated he had been doing the billing for A Blessing since 2012 as an independent

contractor. He testified that he bills for 15 other companies. Regarding initiating

billing for A Blessing, Jenkins testified:

I never got to bill anything because, when I requested the information,
it was -- the first day, they gave me a password but it wasn’t – it wasn’t
a user name and password for -- that a biller would receive. It was like
a user name and password for a DSW (Direct Services Worker). So I
couldn’t use it to do what I needed to do. There’s a certain-- I need to
be able to get to the API key, and I need to be able to have access to LA
Medicaid to start audit and stuff. And the user name that they gave me
wasn’t -- wasn’t, I guess -- wasn’t good enough -- wasn’t – it wasn’t a
supervisor role password that they gave me.

Jenkins said that when a company buys another, sometimes they will leave

everything the same if there were no issues. But, if there were some kind of a fraud

or other issue, the clients would be moved over to the purchasing company. He said

it takes the state anywhere from 3 to 6 months to move a client over. Jenkins said,

in his experience, the purchasing company would use the license and log in info of

the seller company.

Regarding the change of ownership process, Jenkins was asked:

Q. . . . .Once the contract is drawn up, the parties sign it, what has
to happen next for a change in the ownership, according to the State of
Louisiana?

A. You submit paperwork to the provider -- provider, I believe.

Q. Okay. And what paperwork do you submit?

17

A. That’s the provider -- it’s in the packet. It’s the change of
ownership paperwork you submit in the packet, but --

Q. And --

A. -- that should be in the contract, in regards to completing that.

Q. Uh-huh, okay. But you can’t sit here specifically outlining for
the Court what is required by the State, like step one, step two, step
three, because do you know that or --

A. It’s-- you log on, to LA Medicaid. It’s a form you print out and
the owner sign [sic] it, and they e-mail it in, I believe. It’s on
LAMedicaid.com.

Q. Okay. And what does that do, that-- that paperwork? What does
that do?

A. You submit it to the State, and then you have to wait usually six
months to a year sometimes for them to complete their end of it and--
before they will fully do everything. But that’s why the contract is
really the binding thing.

Q. Okay.

A. And if any aspect, any complication happen, the State later just
puts their hands up.

Q. All right. And my thing is this. Does the-- you’re talking about
licensing or are you talking about Medicaid, because that’s two
different things?

A. Yes. The enrollment is the licensing of the company and they
document-- they document the change of ownership or if a new owner
comes in. That happens through provider enrollment.

Q,. Is that Medicaid or that’s health standards?

A. That’s the State.

Q. Okay. The State is-- I’m confused, because is there two agencies
that you have to submit this information to or just one agency?

A. No, just the provider enrollment from Medicaid, provider
enrollment.

Q. Okay. So that’s so you can get your billing done?

18

A. No. That’s for -- that’s for the change of ownership. Billing is
completely different.

Q. Okay. Tell me about billing. What does the State require for
billing, when you have a change in ownership?

A. You have to wait for -- in regards to that, the contract would
allow him-- allow the new company to allow me to do the billing for
him.

Q. Using whose provider number and whose submitter number?

A. That would be using the company he’s acquiring.

Q. Okay. And that’s in the Medicaid regulations?

A. No, that’s going to be in the contract.

Q. Okay. Well, what does the Medicaid regulations say about using
a provider number and a submitter number of the acquiring company?

A. You would have to use that, unless you (inaudible) all the other-
- all the clients over.

Q. So Medicaid--

THE COURT:
Unless you what?

COURT REPORTER:
Yes, repeat that, please.

THE WITNESS:
Unless -- yes, you would have to use -- you would have to use
like -- if I’m -- if A Blessing is buying A Plus, I can’t bill any of those
clients with A Blessing’s information, because all those clients is [sic]
going to be attached to A Plus. So it’s [sic] no way for me to bill them
without A Plus’s information.

Q. Okay. And the State of Louisiana rules and regulations,
Medicaid say [sic] that you use the previous company’s provider and
submitter number?

A. Yes. That’s the only way you can bill them until -- if you’re
acquiring that company, you will be billing those clients under that
company, unless-- unless or until you move them over to your company.

Q. Okay.

19

A. But you can acquire a company, take over their -- take over their
NPI number, take over their provider number, and you can bill all those
clients under that company’s provider number and NPI number --

Essentially Jenkins stated that while the new company has to submit a change of

ownership to the State and eventually have everything put in their name, the buyer

can continue to use the provider and submitter numbers according to the contract.

Danille Pecantte

Danille, Omar and Donnie’s sister, testified she was employed by A Caring,

but she did not remember how long she had worked there, but maybe it had been

eight or nine years. She said she started as a receptionist and that her sister, Thelma,

had opened the business. Danille said she was now the owner, having gone from

being a receptionist to the owner in 2018 or 2019. Her testimony proceeded in this

fashion:

Q. Okay. All right. How long were you at the company before you
became the owner?

A. I don’t remember.

Q. You’re not sure?

A. Not sure.

Q. Was it months, was it years?

A. I can’t remember.

Q. Okay. All right. What month in 2018 did you become the owner?

A. I can’t remember.

Q. You’re not sure?

A. Uh-huh, can’t remember.

Q. Okay. How did you become the owner? Did you purchase it?

A. Can’t remember.

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Q. You’re not sure if you purchased it?

A. I can’t remember.

Q. Okay. Was it donated to you?

A. I can’t remember.

Q. Okay.

After being instructed by the trial court to answer the questions, she answered:

A. Probably was donated, I’m thinking.

Q. Okay, well, in your own words, how did the process go?

A. Me talking with my sister one day.

Q. All right.

....

Q. All right. Tell me about it.

A. She just say [sic] she was tired and if I would want to take over.
And I told her that’s fine, whatever she wanted to do.

At her August 2022 deposition, Danille stated she was a clerk and answered

the phone, but she was confused at that time. Although Danille claimed to be a

contract worker for A Plus, at her deposition, she denied ever being paid by A Plus.

She did not know what Omar did at A Caring and did not know when her mom sold

A Plus. She said A Caring had four employees. Regarding the 2018 transfer requests,

she was questioned:

Q. Who at the company was responsible for submitting to the State
voluntary transfer requests?

A. Oh, I don’t know.

Q. You don’t remember who handled that?

A. No. I sure didn’t.

21

Q. All right. Do you know anything about presenting community
choices to clients?

A. No, sir.

Q. Okay. Do you know anything about discussing freedom of
choice with clients?

A. No, sir.

Danille did not know how many direct service workers A Caring employed or

how many clients the company has. Despite owning the company, Danille did not

know what Donnie did at A Caring or whether he was an employee or contractor.

She said Donnie does the billing as of the date of trial, but she did not know when

he started billing for A Caring. The trial court asked:

THE COURT:
Before you start that, I just want to make sure. You own -- you
began ownership of the company in 2018. Am I correct?

THE WITNESS:
Yes, ma’am.

THE COURT:
You still have owner -- you still are the owner today?

THE WITNESS:
Yes, ma’am.

THE COURT:
And you don’t’ know how many clients you have, you don’t
know what responsibilities your employees have, you don’t know
anything about the business?

THE WITNESS:
No, ma’am.

THE COURT:
Okay. Thank you.

Danille denied signing the witness line on twenty different transfer forms

transferring care from A Plus to A Caring between November 2017 and February

22

2018. She testified that she did not know anything about the forms or the people

requesting transfer.

Joan Martin

Martin, a CPA since 1990 and partner with the firm of Wright, Moore, Dehart,

Dupuis and Hutchinsons in Lafayette, testified that she has been the head of the

litigation, fraud, and forensic department for over twenty years, managing a staff of

about sixty-five to seventy people. She was qualified as an expert in the fields of

forensic accounting and economic loss. In determining if A Blessing suffered a loss,

Martin testified she:

reviewed literally thousands of documents but mostly they pertained to
statements -- bank statements that Mr. Moore’s office presented to us,
giving us detailed list of deposits he had gotten in relation to his
business. We also reviewed documents supplied by the Louisiana
Department of Health that gave us information on the number of
patients that A Plus, the seller, had at the time of the sale to A Blessing.
We also reviewed documents that I’m going to refer to as remittance
statements, which is basically the Louisiana Department of Health
summary of the units of service that are provided and the price for those
services provided to clients, under the care of these agencies.

She reviewed emails. She used a time period of November 17 through

November 25, 2017, to examine the bills submitted to the Molina (Medicaid billing)

system by A Plus. She examined the 21 transfer forms indicating “I want to move

from A Plus to A Caring,” but noted that the forms were pre-printed by someone and

were not a form generated by LDH or Medicaid. In her calculation of loss, Martin

testified she was looking at how many clients A Blessing serviced for which they

were unpaid. Martin was questioned:

Q. Okay. And so am I understanding correctly that -- that there are
periods where Mr. Moore was servicing the clients, paying to service
the clients, and wasn’t able to bill the services that were provided to
those clients.

A. Absolutely.

23

Martin then testified about four types of losses suffered by A Blessing. Group

A losses consisted of payments by A Blessing for services to clients (some of which

eventually transferred to A Caring) rendered by DSWs subsequent to the sale

through December 23, 2017. Group B losses consisted of payments by A Blessing

to DSWs for clients who transferred to A Blessing spanning the period from

December 24-30, 2017. Group C losses were for payroll spanning December 31,

2017, through March 24, 2018. Group D losses related to the twenty-one clients

who moved to A Caring.

Group A Loss

Martin said A Blessing only received payments through December 9, 2017;

she further testified that Donnie indicated several times that he was billing for

services that are refuted by the records because Molina has no record of it, or the

account numbers had already been cancelled. These include the weeks of

December10 through December 16, 2017 (amounting to $22,045.21) and December

17 through December 23, 2017 (amounting to $24,401.88).

Martin then reviewed the emails in which Donnie billed $1,000.00 per week

for bills he did not submit because he emailed Rashida telling her he was billing after

the provider numbers had already been cancelled.

Martin further stated that A Blessing had no information available to it about

post-sale clients until Donnie submitted the first billing. Although Donnie knew

who the clients were, A Blessing at that time had no records of what clients it was

servicing, nor could A Blessing know what clients came over from A Plus until

reports were generated from the state in late December listing the services provided.

In essence, A Blessing was still providing services to some clients who had signed

forms to transfer to A Caring because it takes the state time to transfer the billing

24

information. Thus, according to Martin, all of the clients who signed forms stating

they wanted to transfer to A Caring were still being serviced by A Blessing for which

A Blessing received no payment. The only way A Blessing was able to determine

this was based on clients slowly falling off the remittance list over the course of

several months. Regarding the clients who signed the form but were still being

serviced by A Blessing, Martin testified:

THE COURT:
So is the client in limbo? Who’s billing for the client?

THE WITNESS:
Well, that a good question, because at-- and when we started --
when we started analyzing this, we actually did call them limbo clients,
because we weren’t sure. We were like okay, we know that Mr.
Blessings – Mr. Moore with A Blessing is servicing them. We know
that. We can see the payroll. We can see him paying the people to
service these clients. Our question was who gets to bill them. We’re
having trouble getting Donnie to bill them. Is A Caring billing them?
Who’s billing them? We don’t know who’s billing them. It seems like
-- and I -- I don’t know, because we don’t have A Caring’s records.
That’s a different entity. It seems like what happened, from the
evidence I have looked at, is Mr. Moore serviced them. And as they
dropped off, A Caring picked them up. So the State got a free run.

Martin noted that she could not say with certainty that the clients ended up at

A Caring, but the twenty-one clients who were serviced by A Blessing and dropped

off of the remittance forms over time were all ones who filled out the transfer

requests signed by Danille. Martin said that Donnie, as the biller for A Plus, A

Blessing for some time, and A Caring would know which clients were moved to A

Caring. She noted that someone at A Caring would have had to sign to accept

assignment of the clients. The bottom line, according to Martin’s testimony, was

that A Blessing provided services for two billing periods and did not get paid for it.

These Group A losses totaled $46,447.09.

25

Group B Loss

The Group B losses spanned the period from December 24 through December

30, 2017, and were comprised of the billings Donnie should have submitted for

services provided by A Blessing that A Blessing was prevented from doing so

themselves. These clients eventually were “transferred” to A Blessing, but A

Blessing did not receive payment for the services provided during this period

because they could not bill, and Donnie did not bill as he agreed to. The Group B

loss totaled $17,259.07.

Group C Loss

Martin relied on payroll records of caregivers that A Blessing paid and were

unable to bill for from December 31, 2017, through March 24, 2018. Once A

Blessing was able to start billing for its DSWs, the amount was taken off the list to

be included in the calculation. This loss amounted to $34,087.76.

Group D Loss

Finally, Martin testified to the Group D losses comprised of the twenty-one

clients that presumably moved to A Caring. Martin calculated an average daily loss

based on the twenty-one clients, but did not calculate a time period, leaving that for

the court to do at its discretion. Martin stated:

So we know that the evidence shows that 21 clients were moved to A
Caring. Certainly had those clients, you know, despite free choice,
despite everything, certainly if those clients would have been with A
Plus, A Plus would have retained them for a certain amount of time.
We don’t know how many days. We don’t know how many months.

She described her calculations as a tool rather than a time period for the court

to consider:

. . . we know 21 left. All right? We believe from the evidence that they
went to A Caring. And we believe from the evidence that A Caring
knew about this, prior to the date of the sale. All right? So if that’s true

26

and if the Court decided, “Hey, you know, maybe there’s something to
this. Maybe this is a correct assumption,” then this is a daily amount of
revenue that that company lost -- A Blessing lost, for not having had
the chance to move those over to his – to his care agency.

Martin calculated the average daily billed amount for the twenty-one clients

at $938.34 per day. She determined that most clients are with the provider for 11

months.

On cross-examination, Counsel attempted to argue that the billing

arrangement with DLHD had nothing to do with the sale from A Plus to A Blessing

because the A Plus contract was signed by Gladys Pecantte while the DHLD contract

was signed by Donnie Pecantte. Regarding the obligations owed, Martin was asked:

Q. Okay. So this contract or these billing issues have nothing to do
with the old A Plus?

A. It is the old A Plus --

Q. It’s the old --

A. -- that he purchased.

Q. That he purchased. But it has nothing to do with my client who
was the previous owner.

A. Your clients were the sellers.

Q. Yes, the sellers. It has nothing to do with the sellers, correct?

A. I don’t know if you can say that, because it’s the same entity. So
I’m not sure --

Q. Okay. It’s the same entity.

...

Q. And we’re here for a breach of contract regarding -- let’s call it
the old A Plus.

A. Okay.

Q. Is that fair to say?

27

Counsel then suggested that the purchase agreement signed by Gladys

Pecantte and Moore and the billing contract is between DLHD and Moore, again

arguing that that agreement has nothing to do with the sale of A Plus. Martin

disagreed:

A. When A Plus sells to A Blessing --

Q. Uh-huh.

A. -- A Plus has an obligation to service the clients until they’re
transferred. All right?

Q. Okay. Which A Plus?

A. The old A Plus.

Q. The old A Plus, okay.

...

A. So when they abdicate that responsibility to Mr. Moore and say,
“I’m not going to service them after this date. I’m going to wait until
they transfer,” or whatever happens at that point in time --
Q. Uh-huh.

A. -- all right? They are giving their responsibility for the care of
those clients over to A Blessing.

...

A. But that does not relieve –at that point in time, that does not
relieve their legal responsibility to service those clients. They can’t
abdicate that responsibility.

...

A. If a care agency could sell to another care agency today and say,
“I’m done,” how do we know that care agency is an approved agency?
I -- I and the other guy both have some responsibility to those clients.
I can’t just say, “Hey, today I’m done. I sold them. I’m out of here,”
because I’ve got some clients. So when you’re saying that that
agreement doesn’t involve them, it involves both of them, in a way that
they need to cooperate to make sure those clients get cared for and get
-- and somebody gets billing. They are going to agree -- in this purchase
agreement, they’re going to do everything they can to make sure that

28

that transactions happens and that everything goes smoothly and that
those clients are taken of.

Martin testified that the state never received a CHOW from the seller or the

buyer, just a letter from the seller. Counsel again tried to argue that the contract

between DHLD had no relevance pertaining to the sale of A Plus. Martin again

testified:

So that billing agreement would not have happened, if in fact Mr.
Moore would have been given the keys to the door. If he had the ability
to bill, he certainly would not have entered into an agreement at
$1,000.00 a week to have Mr. Donnie Pecantte bill. So to say that Miss
Gladys is personally responsible, no. But to say that this agreement and
this transaction doesn’t involve both companies, I wouldn’t agree with
that.

Martin testified that they could not get the A Caring remittances, but LDH

received the forms requesting transfer since they were provided after subpoena. She

said the logical conclusion is that they transferred to A Caring.

Nathaniel Moore

Moore testified that he owns eighteen companies, four of which are PCA

companies. He described the closing process when he purchased the business and

described the billing and client continuity as the most important aspects of a sale.

Regarding the clients, he stated:

Q. Okay. Did you guys discuss that anybody would be visiting the
clients with you?

A. Yes. So Omar originally said that he was going to visit the clients
with me, that he was going to make the visits with me, just so that way
the client -- because again, in this business, it’s all relationship. . . .
And it’s who the clients know. . . .And so it’s important that whoever
that relationship is with is who they will typically trust, whenever they
are approached at the home. And so after buying the company, I said,
“Hey, look, I” -- in the last process, “Hey” -- the owner or
representative of the company that deals with the clients and has that
relationship, go and introduce and talk through that and issue them the
freedom of choice or the option and just to say, “Hey, look, we sold this
company. This is the new owner. You have an option whether you

29

want to [stay] with us or you want to -- want to go with another agency.”
And that’s ultimately what we had talked about.

Moore described how things were not going according to plan. Although

Omar accompanied him on a few visits, Moore did the remainder on his own and

found the clients were confused about:

who I was and the company I represent. And so that’s when I knew
that somebody had already -- or these clients already had knowledge of
a sale and also had knowledge -- or had -- also signed documentation
going to another agency. And so that’s when I knew -- we’re not --
we’re not in cooperation with [each] other, as buyer and seller. It
seemed like it was a competition at the time, like how -- are they going
to these clients before I get to them and -- so now, at this point, I’m in
a -- I’m in a crisis at this point, like -- if I’m talking to clients and I’m
meeting clients and they’re looking at me and they’re -- and I’m
learning that somebody has already been there before me and has
already initiated a transfer, I’m thinking we’re not in cooperation.
Something is missing, because we had an agreement that -- well, I
understood that we had an agreement that I was purchasing a business
that had -- that allowed me to communicate with the clients and offer a
freedom of choice and an option for them to consider my company as a
company that we would service them.

Moore said that no one in the Pecantte family advised him that A Plus clients

had signed a request to transfer to A Caring before the sale. He testified that he

asked for the billing information within a week of the sale and was provided the

login in credentials that his biller, Elijah Jenkins, could not use. At this point in

Moore’s testimony, Plaintiff’s counsel attempted to distinguish who provided the

incorrect passwords arguing that DHLD was responsible rather than A Plus as part

of the sale from A Plus to A Blessing. Moore noted that Donnie was an employee of

A Plus prior to the creation of DHLD. Only subsequent to the purchase did DHLD

enter into the contract with Moore regarding the billing.

Moore stated that the DSW workers wanted to be paid, and they had no way

of paying them because they could not bill for their services. He said he told Donnie

that he needed the correct billing information, and Donnie refused to release the

30

information and said he would do it for $1,000.00 per week. Moore said they refused

to provide the necessary records regarding clients and employees. Moore testified

his biller charged $1,500 a month for billing. He said nothing was turned over in

order for him to conduct business. He said he felt like he was “handcuffed” and was

forced to use Donnie for billing or no one would be paid. Moore received a letter

from attorney Amanda Martin on December 6, 2017. On December 7, 2017, he

signed with Donnie. Moore said he was surprised by the cease and desist letter that

stated he was fabricating receiving the wrong log-in in information. The letter stated:

This correspondence concerns the above referenced matter. I
have been retained by A Plus Home Care Services, L.L.C. to handle
this matter on their behalf. It is my understanding that pursuant to the
Purchase Agreement it was your responsibility and liability to pay all
employees upon the selling of the business. My client’s obligation to
the employees ceased upon the execution of the sale. Several of your
employees upon direction from you were told to contact A Plus because
my client provided the wrong password. Mr. Moore you know this is a
down right fabrication on your part. A Plus sold you business
intellectual property, goodwill, and book of business all of which have
been provided to you. A Plus in furtherance of its good faith made sure
you received all information timely. In addition through statements and
evidence you and your employees are making defamatory statements
against A Plus Home Care Services. Sir my client has done all it needed
to do in accordance with the agreement.

The law provides that if a person knowingly makes a statement
that is false and intentionally attempts to bring harm to that person’s
reputation that is defamatory. On behalf of my client, let this letter
serve as formal notice to you to CEASE AND DESIST
IMMEDIATELY with this conduct or I will advise my client to seek
legal action against you.

Moore said no one at A Plus attempted to assist with the passwords. Moore

reviewed a January 9, 2018 letter sent to A Plus by his attorney stating in part:

[T]hat only three boxes of documents have been delivered to A Blessing,
and they have still not received the client folders, plans of care, visit
notes, policies and procedures, and all other operational assets that one
would expect following the acquisition of the business[.]

31

We understand further that A Plus may have overstated the
purchase price in that the book of business ultimately transferred to A
Blessing was not what was represented prior to Closing[.] However,
without the availability of the balance of the data, folders and
operational assets, a final determination concerning that evaluation is
premature[.]

It went on to state that the payments would be held in escrow.

On January 10, 2018, the provider numbers were cancelled. On January 11,

2018, Donnie sent an email to A Blessing indicating he had submitted billing after

the provider numbers had already been cancelled.

On cross examination, Moore was questioned why he did not exercise his right

to cancel within 15 days according to the contract if he was not receiving the things

he needed. He stated:

I don’t write people $100,000 checks to cancel contracts and to have
confusion and to have lack of cooperation and to fight for things I paid
for. I never enter -- never would I think I will be sitting in a courtroom
today, seven years later, talking about an agreement that was made
seven years ago, and I have 18 transactions that I’ve done and not one
of them have I defaulted on, and not one of them have I paid to full term.
I’ve actually paid every debt earlier than I was supposed to pay for. So
in this case, I’m sitting here discussing, after giving $100,000 that I
didn’t get accurate records, no records, no billing information, all these
things that was required for you to give to me, I did not receive those
things. And I understand the contract. I don’t enter an agreement to
cancel a contract. I enter an agreement so that we can do business
together and we can both get what we desire. I understand that the con
-- what the contract says.

He later testified when questioned why he did not make the payments according to

the terms: “Look, you’re asking me to pay for another three years or $125,000, when

I don’t -- at that point, what did I buy?”

Trial Court’s Written Reasons

The trial court stated:

First, this Court, during the three (3) day trial, heard testimony
from one of the witnesses, Danille Pecantte, an employee and owner of
A Caring Home Care Services (“A Caring”). Ms. Pecantte’s testimony

32

was not well received by this Court. Furthermore, it considered various
factors which influenced its assessment of Ms. Pecantte’s credibility.
One major factor was Ms. Pecantte’s complete failure to remember any
information about the company she allegedly owns. Ms. Pecantte
testified that she began her employment at A Caring by answering the
phone, but eventually became the owner of the business in 2018. As
the facts were disclosed, it was discovered that just two (2) weeks prior
to the sale of A Blessing on November 3, 2017, Ms. Pecantte was
involved in the transfer of clients from A Plus to her competing
business, A Caring. These transfers were accomplished by using “pre-
printed” forms, twenty (20) of which were allegedly signed by Ms.
Pecantte. At trial, Ms. Pecantte testified that she did not remember
signing these twenty (20) forms bearing her name and signature. She
also failed to give this Court a credible explanation as to who signed
these important patient documents that were to be submitted to the state.

Second, this Court discovered through testimony that A Plus
provided A Blessing with the incorrect information to access client
portals and records, which contained vital material for the company.
After the sale, A Blessing began servicing and paying to service its
clients immediately; yet, it could not invoice its clients and bill services
provided to its clients without A Plus’s assistance. This left A Blessing
scrambling to pay workers without the ability to simultaneously bill
their clients and complete reliance on A Plus to provide it necessary
login information to access the client portals. Despite A Blessings’s
repeated requests, A Plus never provided A Blessing with the correct
login information.

Because of this, A Blessing was forced to hire another family
member associated with A Plus and A Caring, Donnie Pecantte. Mr.
Pecantte played an integral role in the day-to-day operations of the
family-owned businesses, A Plus and A Caring. Subsequently, it was
determined that Mr. Pecantte was the gatekeeper and custodian of the
necessary information to access the portals due to his affiliation with
both A Plus and A Caring, as stated above. Eventually, Mr. Pecantte
was hired by A Blessing due to the fact that, three (3) weeks post-
purchase, A Blessing still could not access portal information due to
insufficient passwords and login information. Thus, Mr. Nathaniel
Moore, the new owner of A Plus, had to hire Mr. Pecantte at an
additional expense of $1,000.00 per week in order to maintain his
business, access records, and pay bills. As such, this Court feels that
Mr. Pecantte was a critical witness in this case who failed to show up
and testify. Overall, these facts regarding login information and billing
were crucial to this Court’s final determination.

Third, this Court heard the testimony of one (1) expert witness at
trial, Joan Martin, who was accepted as an expert in the field of forensic
accounting. Martin testified this extensive delay in the production of
the passwords and login information caused considerable harm to A

33

Blessing. As Martin explained, A Blessing was unable to conduct any
billing, as it did not fully retain “The keys to the kingdom.” Thus the
company was forced to pay workers to provide services to its clients
without the corresponding ability to bill and collect payment for those
services. Martin also identified four (4), specific groups of loss,
identified as Groups A, B, C, and D. This extensive testimony by
Martin was heavily relied on by this Court.

ASSIGNMENT OF ERROR ONE

Bad Faith Breach of Contract

In this assignment of error, A Plus argues the trial court erred in granting

judgment in favor of A Blessing. The object of the contract was the sale of A Plus’s

“business intellectual property, goodwill, and book of business” to A Blessing.

Black’s Law Dictionary defines a book of business as:

1. A salesperson’s list of accounts or clients. Traditionally, the phrase
is used in reference to financial advisers, insurance agents, private
bankers, investment bankers, and financial planners. 2. By extension,
an experienced lawyer’s roster of stable clients who are loyal enough
to the lawyer to continue sending legal work to that lawyer regardless
of which firm the lawyer might become affiliated with.

A debated issue at trial was what was being sold in this contract. A Plus

strenuously argued that clients have freedom of choice and cannot be sold pursuant

to CHOW provisions. At the same time, A Plus entered into a contract for the sale

of a “book of business.” A Plus simply cannot have it both ways. One cannot sell a

“book of business” while simultaneously claiming freedom of choice prevents the

“sale of clients.” In any transaction involving the sale of a business, the client always

has the freedom to choose their provider whether it be a home health service,

insurance agent, or financial service. However, the clear intent of selling a book of

business is for the previous owner of the company to facilitate and cooperate with

the buyer to transition as many of the clients of the seller to the buyer. That is not

what happened here. Instead, the seller stole one-third of the clients by diverting

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them to another family-owned competing business, A Caring. Once A Plus

substantially breached the contract by failing to deliver the promised “book of

business,” A Blessing was no longer under an obligation to perform. Commerce Ins.

Agency, Inc. v. Hogue, 618 So.2d 1048 (La.App. 1 Cir.), writ denied, 626 So.2d 1171

(La.1993). In Commerce, the seller of an insurance agency solicited accounts he

sold to the buyer. The court found that “[t]he contract did not authorize [the seller]

to solicit the business he transferred to Hogue in the sale and any other conclusion

is simply untenable.” Id. at 1052. We find the same occurred here.

A Plus advanced various other arguments at trial and now in brief in addition

to the failure to make installment payments in an attempt to assert that A Blessing

breached the contract. Although none of these claims are relevant to A Plus’s pre-

closing breach of the contract, we will address these issues as they illustrate the

ongoing bad faith breach of the contract engaged in by A Plus.

While A Plus repeatedly emphasized that A Blessing did not complete the

CHOW as required by statute, this distinction has no bearing on its obligations under

the contract. A Plus also failed to meet the requirements of the statute in that it

continued to allow use of its license to bill even after A Plus was sold. Referring to

A Blessing’s purchase “as the new A-Plus” fails to obviate the state regulations.

Thus, to strenuously argue that A Blessing breached the contract by failing to meet

CHOW is not only irrelevant to the matter at hand, but also hypocritical. A Plus

cannot avail itself of the CHOW regulations only when it benefits them. If it had

strictly followed the CHOW regulations, it would not have allowed the use of its

provider numbers. Moreover, A Plus, rather than assisting A Blessing in the

licensure process, instead charged A Blessing $1,000.00 a week to bill as discussed

further below.

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Throughout the testimony, counsel referred to the post-sale company as “the

new A Plus” rather than A Blessing, the listed buyer on the contract. A Plus seemed

to purposefully blur the lines between the former company and the new company for

its own gain by requiring A Blessing to use the services of Donnie Pecantte through

his newly created company, DHLD. Moreover, the cancellation of the billing

account numbers only occurred after A Blessing refused to make the first installment

payment, when the arrangement was no longer beneficial to A Plus and its various

family-owned companies.

Yet another indicator of bad faith by A Plus is the argument that DHLD is a

business unrelated to A Plus. In brief, A Plus states: “The parties knew that billing

for services was separate because Nathaniel Moore hired DHLD, owned by Donnie

Pecantte.” The evidence proves otherwise. Moore did not “hire” Donnie until he

was forced to because A Plus refused to provide valid log in information so that A

Blessing could complete the billing themselves. The ability to bill clients is part and

parcel of a sale. A Plus’s argument that “All parties understood that this was separate

from the contract executed between the appellant and appellee” is not supported by

any evidence. If it was, there would have been no transfer at all of the useless login

information. Moreover, the trial court clearly found Martin’s testimony credible that

Donnie did not even bill on behalf of A Blessing during periods when he was still

being paid $1,000.00 a week. Donnie failed to testify at trial and worked for all of

the family businesses. To even suggest at trial that the billing issues needed to be

taken up with DHLD and had nothing to do with the current lawsuit is disingenuous.

All of these businesses are family owned and run by the same individuals who

worked at A Plus. They were all deeply enmeshed in the A Blessing transaction.

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A Plus was owned and operated by siblings, Danille, Omar, and Donnie

Pecantte. About two weeks prior to the sale, A Plus and/or A Caring had twenty-

one of its clients sign transfer request forms to move from A Plus to A Caring. The

transfer of these clients was not disclosed to A Blessing and/or Moore. In addition

to the transfers, A Blessing was unable to properly bill for services rendered because

Donnie refused to give A Blessing the necessary information to successfully do so.

As a result, A Blessing refused to pay the monthly installments due under the loan.

The trial court did not manifestly err in finding that A Plus breached the

contract in bad faith. As noted by Moore, one is left to wonder what he was buying

if the “book of business” did not include a cooperative attempt to transition clients

facilitated by A Plus to the benefit of A Blessing. The trial court clearly found

Moore’s testimony credible that A Plus failed to transfer what it was obligated to in

order for Moore to operate the business. This initial breach moots the various

arguments levied by A Plus regarding CHOW and other state regulations. Whether

A Blessing properly completed the CHOW has no bearing on whether A Plus

breached the contract weeks before the date of sale when it secretly siphoned off

one-third of the clients it was obligated to cooperate with Moore in transferring to A

Blessing as part of the sale of A Plus’s book of business.

Similarly, the freedom of choice argument fails because the clients were never

even given an opportunity to choose A Blessing. These actions, and the testimony

or lack thereof to explain them, are an obvious indication of bad faith. Accordingly,

the trial court did not err in finding A Plus in bad faith breach of the contract it

entered into with A Blessing. This assignment of error is without merit.

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ASSIGNMENT OF ERROR TWO

Damages

In this assignment of error, A Plus argues that the trial court erred in awarding

A Blessing $97,793.36 and assessing interest from the date of legal demand against

it. “A trial court’s award of damages for breach of contract is subject to the abuse

of discretion standard of review.” Allain v. Tripple B Holding, LLC, 13-673, p.5

(La.App. 3 Cir. 12/11/13), 128 So.3d 1278, 1283. The trial court did not abuse its

discretion in its assessment of damages. Moreover, whether the clients actually

transferred to A Caring, a fact that could have easily been proven but which A Plus

bitterly fought to exclude, is not relevant. While Martin opined, and we agree, that

more than likely all of those clients did actually transfer to A Caring, the trial court’s

damage award did not even include a sum for the potential loss of these clients (the

Group D loss). A Plus states in brief:

In essences [sic], without an [sic] evidence Joan Martin’s
testimony regarding the appellee’s losses was based upon assumptions
and not actual evidence. Their expert, Joan Martin, based her entire
analysis upon assumptions.

....

From the testimony and evidence presented, the appellee had an issue
with the biller not the appellant. . . . The testimony points to [the] fact
that the appellee again was having billing issues which [sic] had nothing
to do with the appellant.

We disagree. For the reasons already mentioned, the “biller” was part and

parcel, a literal employee and/or agent, of A Plus. Attempting to characterize the

billing issue as having no relation to the sale is absurd when the “biller” is intimately

involved in the various family businesses. Also to be clear, the items of damage in

groups A, B, and C have nothing to do with the twenty-one clients and where they

ended up. The trial court’s damage award is the exact total of Groups A, B, and C

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as testified to by Martin. The trial court did not award any damages related to Group

D. The damages were quantified and not speculative damages based on the twenty-

one clients who may or may not have transferred to A Caring. The trial court did

not abuse its discretion in awarding these damages based on the detailed evidence

and testimony of Joan Martin. Accordingly, this assignment of error is without merit.

ASSIGNMENT OF ERROR THREE

Amended Judgment

In this assignment of error, A Plus argues that the trial court erred in failing to

abide by this court’s order in violation of La.Code Civ.P. art. 1951.4 A Plus claims

that our order was to “correct deficiencies in the decretal language not to the change

the substance of the original judgment.” We disagree.

The trial court erroneously omitted the decretal language entirely. In the

absence of decretal language, a document is not a judgment. Morgan v. Pardue, 15-

149 (La.App. 3 Cir. 10/7/15), 175 So.3d 1053. The “amended judgment” was the

only judgment rendered.

A judgment is the determination of the rights of the parties in an action and

may award any relief to which the parties are entitled. La.Code Civ.P. art. 1841. The

form of a final judgment is set forth in La.Code Civ.P. art. 1918:

A. A final judgment in accordance with Article 1841 shall be
identified as such by appropriate language; shall be signed and dated;
and shall, in its decree, identify the name of the party in whose favor

4
Louisiana Code of Civil Procedure article 1951 provides:

On motion of the court or any party, a final judgment may be amended at
any time to alter the phraseology of the judgment or to correct deficiencies in the
decretal language or errors of calculation. The judgment may be amended only after
a hearing with notice to all parties, except that a hearing is not required if all parties
consent or if the court or the party submitting the amended judgment certifies that
it was provided to all parties at least five days before the amendment and that no
opposition has been received. A final judgment may not be amended under this
Article to change its substance.

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the relief is awarded, the name of the party against whom the relief is
awarded, and the relief that is awarded. If appealed, a final judgment
that does not contain the appropriate decretal language shall be
remanded to the trial court, which shall amend the judgment in
accordance with Article 1951 within the time set by the appellate court.

There was no substance to amend. We agree with A Blessing that the original

“final judgment” was no judgment at all without any decretal language. The trial

court’s September 5, 2024 “Amended Judgment” is the initial final judgment. This

assignment of error is without merit.

CONCLUSION

The judgment of the trial court awarding the Defendant-Appellee, A Blessing

Personal Home Care Services, LLC, $97,793.36 plus legal interest from the date of

demand, is affirmed. All costs of this appeal are assessed against the Plaintiff-

Appellant, A Plus Home Care Services, LLC.

AFFIRMED.

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