Wagner v. Gleason
Wagner v. Gleason
Opinion of the Court
In April of 1986, Thomas J. Wagner and Michael Bagot, Jr., left the law firm of Phelps Dunbar to start their own firm, Wagner & Bagot. Chris Martin, who had also been employed at Phelps Dunbar, joined the firm as an associate. In 1988, Mr. Martin was made a partner. In March of 1989, Messrs. Wagner, Bagot and Martin executed a partnership agreement. The partnership agreement set up a tiered compensation scheme under which each partner would receive a guaranteed draw as well as their assigned percentage of “first and second tier” profits. The partnership agreement also established a mechanism for the admission of new partners; Article XI provided that upon admission of a new partner, “a revised agreement supplementary to and amendatory of this Agreement ... shall be executed.” Article XII set forth procedures for the withdrawal of a partner; it specified that within sixty (60) days of withdrawal, the withdrawing partner would be paid the amount of his capital account as of the date of withdrawal plus any amount contributed by the partner upon his admission.
In 1991, Harvey G. Gleason, a partner at the law firm of Chaffe McCall, entered into discussions with Mr. Wagner about the possibility of joining the firm of Wagner & Bagot. Mr. Gleason and Wagner & Bagot entered into an employment agreement under which Mr. Gleason came to work for the firm on a contract basis for a period of six months.
All the parties agree that Mr. Gleason was offered and accepted a 33% partnership interest in the firm. However, the parties disagree as to whether Mr. Gleason agreed to limit the value of his percentage in the firm to $10,000.00 should he withdraw from the firm. Messrs. Wagner and Bagot, on behalf of the firm, contend that a June 16, 1992 memorandum memorialized an overall partnership agreement reached between them and Mr. Gleason. Mr. Gleason contends that the June 16, 1992 memorandum only confirmed some agreements and was an invitation to discuss certain other unresolved issues. In any event, no new partnership agreement, similar to the old partnership agreement which had |sbeen entered into by Messrs. Wagner, Bagot and Martin, was ever prepared or signed by Messrs. Wagner, Ba-got and Gleason.
On May 14, 1997, Mr. Wagner informed Mr. Gleason by memorandum that the arrangement had not worked out and that “it was time to break up.” On July 14, 1997 Wagner & Bagot filed suit against Mr. Gleason seeking, among other things, a declaratory judgment that Mr. Gleason was only entitled to the stipulated sum of $10,000.00 or such other amount allowed by law. On August 13, 1997 Mr. Gleason filed Ms exceptions, answer, reconventional and third party demand in which he sought, inter alia, a liquidation of the law firm. On September 5, 1997, the parties entered into a compromise of all of their differences with the exception of the issue of the value of Mr. Gleason’s interest in the firm.
On appeal, Wagner & Bagot raise the following mne assignments of error: 1) the
It is well settled that a court of appeal may not set aside a trial court’s or a jury’s finding of fact in the absence of “manifest error” or unless it is “clearly wrong” and where there is a conflict in the testimony, reasonable evaluations of credibility and reasonable inferences of fact should not be disturbed upon review, even if the appellate court may feel that its own evaluations and inferences are as reasonable. Rosell v. ESCO, 549 So.2d 840 (La. 1989). Even if a case is decided upon a cold record, it is still subject to the manifest error standard. Haile v. City of | Monroe, 31,315 (La.App. 2 Cir. 12/14/98), 722 So.2d 1192. When reasons are provided, a reviewing court must be assured that the thinking process was that of the judge and not an advocate in the lawsuit. Miller v. Smith, 391 So.2d 1263, 1265 (La.App. 1 Cir. 1980). Those reasons not supported by evidence in the record are viewed with a “jaundiced eye.” State, DOTH v. August Christina & Bros., Inc., 97-244 (La.App. 5 Cir. 2/11/98), 716 So.2d 372.
Louisiana Civil Code Article 1927 declares that an acceptance may be made “orally, in writing, or by action or inaction
In the instant case, the trial court was clearly wrong to award Mr. Gleason $228,511.00 or what it deemed to be the fair market value of his equity interest in the firm at the time of his withdrawal. The trial court’s decision to award Mr. Gleason $228,511.00 for his interest in a firm that had only increased in value by $88,492.00 during his tenure there was also manifestly erroneous. The $10,000.00 withdrawal provision also does not apply. There is clear evidence in the record that the parties never agreed to this amount.
According to the March 1989 partnership agreement, when a partner withdraws he should receive the amount of his capital account and any contribution he made upon admission to the firm. At trial, Mr. Gleason’s expert testified that based upon the cash accounting method provided for in the March 1989 partnership agreement the value of Mr. Gleason’s capital account was $48,807.00; Messrs Wagner and Bagot now concede that this is an accurate | Rmeasure of Mr. Gleason’s capital account. At the time of Mr. Gleason’s admission as a partner, he was owed $31,342.99 under the previous employment contract. He waived this amount in order to become a partner. Therefore, this amount should be considered as a contribution made by Mr. Gleason upon his admission to the firm. Accordingly, upon Mr. Gleason’s withdrawal from the firm, he should have received the amount of his capital account ($48,-807.00) and any contribution he made upon admission to the firm ($31,342.99); this comes to a total of $80,149.99.
For the foregoing reasons, the judgment of the trial court is reversed and we render judgment as follows. We hold that Wagner & Bagot owe Harvey Gleason $80,149.99, plus interest on this amount at the legal rate from August 31, 1997 until
REVERSED AND RENDERED.
. Mr. Gleason's compensation was set at 65% of the amount of fees collected in files brought to the firm by Mr. Gleason and over which he had primary responsibility plus 10% of all firm distributions of profit. This compensation scheme was subject to a guaranteed income of at least $6,000.00 per month.
. Mr. Martin's withdrawal raised issues concerning the amounts he was to receive upon withdrawal under Article XII of the partnership agreement; a literal application of Article XII would have required him to pay monies to the firm upon withdrawal. However, it was agreed that he would accept $7,000.00, $1,000.00 more than he had contributed in capital.
. On February 21, 1994, Mr. Wagner wrote a letter to accountant, Jane Dimitry, seeking certain advice regarding the firm’s partnership agreement. The letter states: "We have apparently not revised it since the time of Chris Martin’s departure nor have we included the addition of Harvey Gleason." The letter goes on to state: "we have discussed stipulating Harvey Gleason’s interest in the firm at a set value of $20,000 which would be the amount he would be paid should he withdraw from the firm at any point.”
. The agreement provided that Wagner & Ba-got would pay Mr. Gleason $10,000.00 together with $3,750.00 per month for three months. The parties stipulated that these payments would be credited against any judgment rendered by the court.
. The case was tried before Judge Ronald Sholes.
. Before judgment was rendered in this matter, Judge Sholes resigned from the bench; the judgment was rendered by Judge Lloyd Medley.
. Wagner & Bagot are entitled to a credit for those amounts already paid.
Case-law data current through December 31, 2025. Source: CourtListener bulk data.