ZEN - NOH GRAIN CORPORATION NO. 2025 CW 0596 VERSUS

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

In Re: Zen- Noh Grain Corporation, applying for supervisory writs, 22nd Judicial District Court, Parish of St. Tammany, No. 202410052.

BEFORE: MILLER, EDWARDS, AND FIELDS, JJ.

BDE WEF

Miller, J., dissents. A party cannot circumvent a right of first refusal through a loophole because to allow such a maneuver would render rights of first refusal functionally meaningless. See Royal Oldsmobile Co., Inc. v. Heisler Properties, L. L. C., 2012- 608, ( La. App. 5th Cir. 5/ 16/ 13), 119 So. 3d 84, 92- 93; and Gorum v. Optimist Club of Glenmora, 1999- 1963 ( La. App. 3d Cir. 8/ 30/ 00), 771 So. 2d 690, 695, writ denied, 2000- 2740 ( La. 11/ 27/ 00) , 775 So. 2d 451. In this case, the right of first refusal gave plaintiff an opportunity to match any " third party offer" the defendant, South Louisiana Methanol, LP, intended to make or accept for the sale of all or any part of the property. The right of first refusal defined " third party offer" and exempted any offer to or from an affiliate of the defendant including a related party, which was defined as any entity in which defendant owned fifty percent or more of the equity interest. Based on the evidence presented, including evidence that defendant received an offer from a third party, which encompassed the property subject to the first right of refusal, and email communications between representatives of defendant, noting the " complication" of the right of first refusal, other structural sale options. . . which might work" and " how we would work it", I find defendant circumvented the right of first refusal by transferring the property to Gumbo Landco, a subsidiary of defendant, then selling the membership interest in that entity to a third party almost immediately, which rendered the right of first refusal functionally meaningless. I would reverse the trial court' s denial of plaintiff' s motion for partial summary judgment and grant the motion, finding the first right of refusal was triggered.

COURT OF APPEAL, FIRST CIRCUIT

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