AMTAX Holdings 2001-VV, LLC et al v. Warren Homes, LLC et al

Filing 221

ORDER & REASONS granting in part and denying in part 83 Motion for Partial Summary Judgment as more fully set forth in document. FURTHER ORDERED: Plaintiffs are to promptly submit a short memorandum addressing their standing, if any, relative to the claims against the non-partner defendants and the resulting impact, if any, on this Court's diversity jurisdiction. Plaintiffs' memorandum should also address Defendants' assertion that Plaintiffs' requests for injunctive re lief are irrelevant to the pertinent jurisdictional amount in controversy because the five limited partnerships dissolved by operation of law upon Plaintiffs' removal of the general partners. Following receipt and consideration of Plaintiffs' supplemental memorandum, the Court will rule upon these motions to dismiss. See Rec. Doc. 173, 210, 211-3/220. Signed by Judge Kurt D. Engelhardt on 9/16/2015. (mmm)

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF LOUISIANA

AMTAX HOLDINGS 2001-VV, LLC, ET AL.

CIVIL ACTION

VERSUS

NO. 14-2652

WARREN HOMES, LLC, ET AL.

SECTION “N” (1)
ORDER AND REASONS

Presently before the Court are certain motions filed by the parties. See Rec. Docs.
173, 210, 211-3, and 83. The Court addresses each herein.
I.

Defendants' Motions to Dismiss (Rec. Docs. 173, 210 and 211-3).
Each of these motions seek dismissal for lack of original diversity of citizenship

jurisdiction. Relative to these motions, the authorities cited in the parties' memoranda include
Whalen v. Carter, 954 F.2d 1087 (5th Cir. 1992), which recognizes the general proposition that a
partnership that has not been dissolved or liquidated is itself, rather than its partners, the proper party
to maintain an action for damages owed to the partnership. As recognized in Dupuis v. Becnel, 535
So. 2d 375, 378 (La. 1988), however, Louisiana law allows one partner to sue another partner for
breach of the fiduciary duty owed to the partnership and its partners even if the partnership has not
previously dissolved. The same is true relative to suits premised upon fraud or other tort. Id. at 377.

1

In this action, Plaintiffs AMTAX Holdings 2001-VV, LLC, AMTAX Holdings 248,
LLC, AMTAX Holdings 2001-UU, LLC, AMTAX Holdings 249, LLC, and AMTAX Holdings 250,
LLC (hereinafter, "Plaintiffs'" or "the AMTAX Entities”) have asserted claims against Defendants
Michael Peralta and Summit Management Company, Inc., who are third parties relative to the
partnership agreements in dispute. Considering the foregoing authorities, Plaintiffs are to promptly
submit a short memorandum addressing their standing, if any, relative to the claims against these
non-partner defendants and the resulting impact, if any, on this Court's diversity jurisdiction.
Plaintiffs' memorandum should also address Defendants' assertion that Plaintiffs' requests for
injunctive relief are irrelevant to the pertinent jurisdictional amount in controversy because the five
limited partnerships dissolved by operation of law upon Plaintiffs' removal of the general partners.
See Rec. Doc. 211-4, at pp. 12-14. Following receipt and consideration of Plaintiffs' supplemental
memorandum, the Court will rule upon these motions to dismiss.
II.

Plaintiffs' Motion for Partial Summary Judgment (Rec. Doc. 83)
Having carefully considered the parties' voluminous submissions and applicable law,

the Court finds, on the showing made, that Plaintiffs' motion seeking partial summary judgment
regarding their claim for declaratory relief relative to the propriety of the removal of the former
general partners to the five Louisiana limited partnerships – Ames Gardens Estates Limited
Partnership (“Ames ”), Canary Homes, L.P. (“Canary”), Hnasko Affordable Homes, ALPIC
(“Hnasko”), Robin Homes, L.P. (“Robin”), and Smith Square Development Limited Partnership
(“Smith Square”) (hereinafter, collectively, the “Partnerships” – is DENIED IN PART and
GRANTED IN PART.1 Specifically, regarding Ames, the Court finds that a triable dispute to exist
1

This ruling is, of course, contingent upon the Court concluding that the abovementioned motions to dismiss, urging an absence of subject matter jurisdiction, lack merit. Given
the impending trial date, and the nature of the relief requested in the remainder of the motions
2

relative to whether the $20,000 and $2,300 advances at issues truly were bookkeeping errors or,
instead, were uncured violations of Section 7 of the partnership agreement justifying removal under
Section 4.5 (A)(iv) of that agreement.2 Accordingly, the motion is denied relative to Ames. With
respect to Canary, Hnasko, Robin, and Smith, however, the Court , for essentially the reasons stated
in their memoranda (Rec. Docs. 83-1 and 128-1), finds Plaintiffs to have borne their burden, under
Rule 56 of the Federal Rules of Civil Procedure, whereas the Defendants have not. Rather,
Defendants' contentions regarding these four partnerships primarily rely on allegations regarding
an absence of contractual authority for which they have offered no factual or legal support.
New Orleans, Louisiana, this 16th day of September 2015.

_____________________________________
KURT D. ENGELHARDT
United States District Judge

Clerk to Copy:
Assigned Magistrate Judge

addressed herein, the Court has chosen to not delay its rulings until a final determination is made
regarding jurisdiction.
2

Because Plaintiffs' motion was submitted prior to Plaintiffs' "First Supplemental and
Amending Complaint" (Rec. Doc. 153) being filed, and addresses only the allegations of
wrongdoing set forth in the Original Complaint (Rec. Doc. 1), this ruling does not determine
whether removal of the Ames general partners was warranted based on any of the alleged violations
set forth therein.
3