CFP New Orleans, LLC v. Orleans Parish Judicial District Court Building Commission et al

Filing 25

ORDER and REASONS - IT IS ORDERED that the motions to dismiss (Rec. Docs. 6 and 7) are GRANTED. IT IS FURTHER ORDERED that Plaintiff CFP's claims against Defendants Bruno and Reese are DISMISSED WITH PREJUDICE, as stated within document. Signed by Chief Judge Kurt D. Engelhardt on 9/7/2017. (cbs)

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF LOUISIANA

CFP NEW ORLEANS, LLC

CIVIL ACTION

VERSUS

NO. 16-15474

ORLEANS PARISH JUDICIAL
DISTRICT COURT BUILDING
COMMISSION, JUDGE KERN REESE,
AND JUDGE CHRISTOPHER BRUNO

SECTION “N”- KDE -JVM

ORDER AND REASONS
Presently before the Court are motions to dismiss that were filed, pursuant to Rule 12(b)(6)
of the Federal Rule of Civil Procedure 12(b)(6), by Defendant Judge Christopher Bruno (Rec. Doc.
6) and Defendant Judge Kern Reese (Rec. Doc. 7). Plaintiff CFP New Orleans, LLC (“CFP”)
opposes the motions. Having carefully considered the parties’ submissions, the record, and
applicable law, IT IS ORDERED that the motions to dismiss (Rec. Docs. 6 and 7) are
GRANTED. IT IS FURTHER ORDERED that Plaintiff CFP’s claims against Defendants
Bruno and Reese are DISMISSED WITH PREJUDICE.
I.

BACKGROUND
In 2010, the Louisiana Legislature passed Act No. 900 of 2010, Louisiana Revised Statute

13:996.67 (hereinafter, the “Act”), which created the Orleans Parish Judicial District Court
Building Commission (hereinafter, “JBC”) for the purposes of funding and constructing a new

1

courthouse. See La. R.S. 13:996.97. Pursuant to the Act, “the Civil District Court for the parish
of Orleans and the clerk of court of the Civil District Court for the parish of Orleans are hereby
authorized to impose [specified] additional costs of court and service charges,” which are:
dedicated to the design, planning, feasibility, acquisition, construction, equipping,
operating, and maintaining a new facility to house the Civil District Court for the
parish of Orleans, the offices of the clerk of court for Civil District Court for the
parish of Orleans, the First City Court, the clerk of the First City Court, the
constable of the First City Court, the office of the civil sheriff, the Orleans Parish
Juvenile Court, the mortgage office, the conveyance office, the notarial archives,
and such other courts and parochial offices as may be necessary.
Id.
As established by the Act, the JBC is “deemed to be a public commission” that is:
a public corporation with power to contract, administer the proceeds of the costs
and charges authorized in this Section, lease, sublease, and otherwise provide for
the construction, equipping, maintenance, and operation of a new courthouse for
the Civil District Court for the parish of Orleans and to pledge and dedicate the
receipts of the courthouse construction fund created hereby for the payment of any
lease or sublease obligation, loan agreement, or other financing agreement relative
thereto.
Id. at §996.67(C)(1). The judges, en banc, of the Civil District Court for the Parish of Orleans
comprise the JBC Board of Commissioners (hereinafter, the “Board”). Id. The Act also provides
for the JBC to elect a chairman and vice chairman. Id. at §996.67(C)(2). The secretary-treasurer
is the judicial administrator for the Parish of Orleans. Id. Pursuant to the Act, the JBC was initially
given until August 15, 2014, to let public bids to construct or lease a new facility or lose the
authority to levy and collect the additional fees. That date has been extended until August 15, 2021.
Id. at §996.67(D).
According to the complaint: “Without the additional fees, it would be impossible to build
a new courthouse.”1 The complaint additionally provides, in pertinent part:2

1

2

See Rec. Doc. 1, at ¶ 8.
See Rec. Doc. 1.

2

[2]b. Judge Kern A. Reese is a judge of the Civil District Court for the Parish of
Orleans and a permanent resident of the State of Louisiana, Parish of Orleans. At
all times relevant to the matters set forth herein, Judge Reese was the Chairman of
the JBC. In that capacity, he has always been engaged in purely administrative
functions. Under Louisiana law, the traditional immunity of judges for liability for
damages for acts committed in the exercise of their jurisdiction has no application
to a contest questioning a judge’s administrative actions. (Imbornone v. Early, 401
So. 2d 953 (La. 1981)); and
[2]c. Judge Christopher Bruno is a judge of the Civil District Court for the Parish
of Orleans and a permanent resident of the State of Louisiana, Parish of Orleans.
At all times relevant to the matters set forth herein, Judge Bruno was a member of
the Board of Commissioners of the JBC (hereinafter “Board”) and a member of the
JBC Executive Committee. In that capacity, he has always been engaged in purely
administrative functions. Under Louisiana law, the traditional immunity of judges
for liability for damages for acts committed in the exercise of their jurisdiction has
no application to a contest questioning a judge’s administrative actions.
(Imbornone v. Early, 401 So. 2d 953 (La. 1981)).
***
5.
The obligation to provide suitable courtrooms and offices for all of the
various courts in the parish of Orleans, including the Civil District Court, resides
with the city of New Orleans pursuant to Louisiana Revised Statutes, R.S. 33:3714.
***
9.
[] Presently the following judges are members of the Board by virtue of
being judges of the Civil District Court for the Parish of Orleans: Judge Tiffany G.
Chase, Judge Regina Bartholomew Woods, Judge Sidney H. Cates IV, Judge
Nakisha Ervin-Knott, Judge Clare Jupiter, Judge Christopher J. Bruno, Judge Robin
M. Giarrusso, Judge Monique Barial, Judge Piper D. Griffin, Judge Paula A.
Brown, Judge Bernadette D’Souza, Judge Kern A. Reese, Judge Paulette R. Irons,
and Judge Ethel S. Julien.
10.
By resolution of the Board of Commissioners, the judges of the First City
Court of the City of New Orleans were appointed to the JBC. [] As the Board of
Commissioners never passed any bylaws and as the Act did not authorize the
appointment of the First City Court Judges to the JBC, the validity of the
appointment of these judges is almost certainly in doubt. [] Their appointment, in
addition to probably being unauthorized, made the governing process unwieldy and
unpredictable because of the sheer size of the JBC and the diversity of experience
and temperament that all eighteen judges that composed the Board of
Commissioners brought to the process. The Judges of the First City Court []
actually performed as Board Members.

3

11.
The JBC initially sought to build a new courthouse on a site in Duncan Plaza
owned by the state. Their efforts were defeated when Mayor Mitchell J. Landrieu
did not facilitate the donation of the site to the city by the state. []
12.
The Mayor has made plain his desire to consolidate City Hall and the Civil
District Court into a civic complex in the former Charity Hospital building, which
has been vacant since the landfall of Hurricane Katrina. It has been estimated that
repurposing the building would cost in excess of 400 million dollars. The city of
New Orleans does not have the funds to accomplish this purpose. It, apparently,
was looking to use the revenue stream generated by the JBC’s additional fees
collected from litigants. The JBC requested that the architectural firm of Tate
Snyder Kimsey determine whether the old hospital building would be suitable for
a courthouse. This architectural firm is world renowned as the designer of
courthouse facilities throughout the world and is the recognized expert in the field.
The architects opined, “[Charity] is totally incapable of being converted to function
as a courthouse. I could not with good conscience recommend that New Orleans
consider . . . Charity Hospital for use as a courthouse.”
13.
In the fall of 2013, the JBC issued a Request for Qualification [“RFQ”]
seeking a private developer to construct the new Courthouse to be located within
the Central Business District on a site designated by the JBC. “The development
team selected may be expected to provide turnkey services including: project
finance, financial arranging, site acquisition, architectural design, construction,
equipping, operating and maintaining.” Additionally, the JBC expressed in the RFQ
its intention to lease the completed facility. It stated, “The JBC has the power to
contract and administer the proceeds of the Fund for its intended purposes,
including any lease, sublease or other financing agreement relating to the same.”
14.
The Company responded to the JBC’s RFQ, which was issued by the entire
Commission. “The Civil District Court for the Parish of Orleans Judicial District
Court Building Commission, a public commission of the State of Louisiana,
(hereinafter "JBC") is soliciting statements of qualifications from interested parties
to develop a new, freestanding Civil District Courthouse ("Project"). The
Courthouse is to be located within the Central Business District of the City of New
Orleans on a site designated by the JBC.” As stated by the RFQ, the JBC had preselected sites to be analyzed for their possible use in building a new courthouse.
CFP included the Canal Street Site as one of the three site options that had been
pre-selected by the JBC in its Interview Presentation. The Presentation also
included a time line for “Site Acquisition.” So, the entire Commission had
previously decided upon the Canal Street Site as a possible location for a courthouse
before any selection of a developer was ever made. Further, it was informed of the
timeline for Site Acquisition as anticipated by CFP and as required by the RFQ. By
letter dated December 19, 2013, Mr. James Baker, Project Manager for the JBC,
even specified that the JBC would provide a site plan for the courthouse. “A 3-D
site plan will be provided by me via email.” Copies of the letter were sent to Judge
4

Kern Reese, Judge Monique Morial and Traci Dias, the JBC’s, then, Executive
Committee. Copies of the letter were not sent to the entire Board. Prior to the
selection of a developer, the JBC evidenced that it had constructive, if not actual,
knowledge of the possible sites and the site plan; it also directed and was aware of
the timeline for site acquisition. Further, Mr. Baker’s letter created the appearance
that the Executive Committee was authorized to act on behalf of the JBC.
Therefore, it should not have come as a surprise that Judge Reese and the Executive
Committee, immediately upon selection of the developer, directed that control of a
site for the new facility was the JBC’s first priority.
16.
By letter dated February 18, 2014, CFP was informed that it was selected to
provide development services on behalf of the JBC. The letter was signed by Judge
Kern A. Reese, the Chairman of the JBC. When the JBC selected CFP, it was
already aware of and approved the sites to be considered and the timeline for Site
Acquisition. Its employee, James Baker, created the appearance that the Executive
Committee had the authority to act on behalf of the JBC.
17.
The deadline for letting a public bid or for entering into a lease before the
JBC would lose its ability to continue to collect additional fees, by virtue of the
legislation, was less than six months away [August 15, 2014]. The Company’s
representatives met with the Executive Committee of the JBC on March 11, 2014.
Because of the impending deadline, they were directed to secure land for the JBC
project as soon as possible. At that meeting, the Executive Committee composed of
Judges Kern Reese and Monique Morial and Ms. Traci Dias, gave the Company’s
representatives the directive to approach owners of sites that had been preapproved
by the JBC to begin negotiations to secure a site for the courthouse. Neither of the
Judges or Ms. Dias ever expressed the need for the Executive Committee to obtain
a corporate resolution from the Board before obtaining site control.
18.
At a March 18, 2014 meeting with Judge Reese, the Company’s
representatives were again directed to secure site control. In attendance at that
meeting were Rick Richter and Steve Klein, the JBC’s legal counsel. At no time, in
the meeting, did legal counsel ever express the need for Judge Reese to obtain a
written corporate resolution from the entire Board to authorize him to act on behalf
of the JBC in obtaining control of the land. Further, Judge Reese directed Mr.
Richter to continue to secure a site as well. []
19.
Upon information and belief, at no time in the process did Mr. Richter ever
advise Judge Reese of the need for a written corporate resolution to empower either
he or CFP to gain control of a real estate site. The knowledge of an attorney is
imputed to his client. Stevision v. Charles St. Dizier, Ltd., 9 So. 3d 978 (La. App.
3d Cir. 2009). Therefore, Messrs. Richter’s and Klein’s knowledge with regard to
the legal requirements necessary to authorize an agent to gain control over real
property is imputed to Judge Reese, to the Executive Committee and to the Board
of Commissioners of the JBC. Likewise, their knowledge that Judge Reese was
directing CFP and legal counsel to gain control over real property was imputed to
5

the Executive Committee and the Board. Despite the knowledge of all of these
parties, no one raised an issue with CFP regarding the directions issue by Judge
Reese and the Executive Committee. CFP acted in reliance upon the directions of
the Executive Committee and Judge Reese and the approval of the Agreement (as
hereinafter defined) by the JBC. The JBC is estopped from denying the existence
of the authority of either Judge Reese or the Executive Committee to direct the CFP
to obtain site control over the Canal Street property. The reliance of CFP was
reasonable because of the previous efforts of Mr. Richter that gave the appearance
that a resolution was unnecessary and because of the provisions of the RFQ
regarding the pre-selection of the very site about which Judge Reese sought site
control. In addition, knowledge by CFP of the direction in the RFQ that the
developer gain site acquisition and knowledge by the JBC of the timetable in the
Interview Presentation that included a deadline for site acquisition made it
reasonable for the Company to rely upon the appearance of authority created by the
Board itself. The directions given by the Executive Committee to obtain site control
and the failure of legal counsel to advise of the need for a corporate resolution made
it reasonable to rely upon the appearance of authority in Judge Reese created by the
JBC.
20.
Further complicating the situation for CFP is the fact that the Board of
Commissioners never passed any bylaws or issued any resolutions establishing the
authority of the Chairman or of the Executive Committee. CFP had no resort to any
governance documents to guide it in its dealings with the JBC. Messrs. Richter and
Klein obviously never saw fit to advise its corporate client of the need for defining
for itself and for others the powers of its officers or boards. Nor did they provide
for the rules of order that would prevail in the operation of the Commission and the
running of its meetings. Other actions, opinions and recommendations of the two
possibly fell below the standard of care of a legal counsel.
21.
Of the pre-selected sites by the JBC, attention became focused on the site
on Canal Street that was owned by a company controlled by Mr. James Coleman.
Judge Reese met with Mr. Coleman on several occasions in order to assure Mr.
Coleman that he had authority to act on behalf of the JBC and that the JBC was
serious about constructing a courthouse on his site. CFP representatives were
present when Judge Reese made the representations to Mr. Coleman. They relied
upon those representations when they obtained site control over the Canal Street
property. In addition, CFP’s representatives knew that the Canal Street was one of
the sites that had been pre-selected by the JBC. They relied as well upon the JBC’s
pre-selection of this site, JBC’s direction to engage in site control in the RFQ and
JBC’s knowledge of the timetable for site control set out in CFP’s Interview
Presentation when it moved forward on the directives of the Executive Committee
and of Judge Reese.
22.
On May 6, 2014, representatives of the Company made a presentation to the
members of the Board of the JBC wherein their approval was sought to authorize
the Company to obtain site control of the Canal Street property. The Board was
6

informed that the Company had been directed to obtain site control over the Canal
Street site by the Executive Committee and by Judge Reese. No issue was raised
with the Company by any Board Member at any time relative to the need for the
passage of a corporate resolution to give Judge Reese or anyone else written
authorization to obtain site control over the land needed for the courthouse.
23.
In a May 22, 2014 letter to Judge Reese, a Company representative
recounted the efforts taken at the direction of Judge Reese and the Executive
Committee to obtain site control. Specifically mentioned was the fact that, acting
in reliance upon the directives of the Executive Committee and Judge Reese, a
deposit had been placed with the owners of the Canal Street site to obtain site
control and that the Company representatives were at risk if the JBC did not move
to complete the purchase of the site. Copies of the letter were sent to the other
members of the Executive Committee and to Judge Griffin, the Chairman of the
Court’s Finance Committee. Again, no concerns were raised with the Company by
any of the recipients of the letter about the site control efforts.
24.
On September 9, 2014, the Company’s representatives were informed that
the Board had met and had approved the Canal Street project. This meeting was
four months after the initial site control and due diligence period was obtained by
CFP. But for the Mayor’s amendment of the Act to extend the deadline to August
15, 2015, the tardy action of the JBC would have resulted in a forfeiture of the
enhanced fees because it occurred after the original deadline in the Act had passed.
After this meeting and acting in reliance upon the approval by the Board, the owner
of the Canal Street site was paid for an extension of the due diligence period through
the end of the year. Additionally, the Company’s representatives, in reliance upon
the JBC’s vote to approve the project on the Canal Street site, negotiated an
extension of the due diligence period through August 15, 2015.
25.
Ultimately, a Professional Services Agreement (hereinafter “Agreement” or
“PSA”) was negotiated between the Company and the JBC. The Agreement was
approved by the Executive Committee on November 19, 2014 and by the Board on
December 8, 2014. Article XIII, Section 1 provides, “This Agreement is personal
to each of the parties hereto, and neither party may assign or delegate any rights or
obligations hereunder without first obtaining the written consent of the other party.”
Article XIII, Section 9 provides, “This Agreement is entered into for the exclusive
benefit of the parties, and the parties expressly disclaim any intent to benefit anyone
not a party hereto.” Therefore, only CFP has the right and power to enforce the
provisions of this Agreement.
26.
By this time, the Executive Committee was composed of Judges Reese,
Morial, Bruno, and Cates and Ms. Traci Dias. Even though Judge Bruno was
appointed to the Executive Committee, he never attended any of its meetings; he
was not present at this meeting. Judge Cates, the other new Executive Committee
member, was present at the November 19 meeting and was made aware of the site
negotiations. Judge Cates never expressed any problems with the actions of CFP
7

or the need for obtaining a written resolution to authorize himself and the other
members of the Executive Committee to approve the site selection activities of
CFP. The Agreement was signed by Judge Reese and by the Secretary of CFP on
December 19, 2014. The Agreement was made effective retroactive to the 18th day
of February 2014. The fourth “Whereas” clause of the Agreement stated, “JBC
desires to acquire and to construct or cause to be constructed certain improvements
on a portion of the Parent Tract (hereinafter the ‘Property’) for use as a new facility
(the ‘Facility’) by the current occupants of the Orleans Parish Civil District Court
complex.” The Property being referred to was the Canal Street property. The entire
Agreement, and the “Whereas” clause in particular, was viewed by the Company
and its representatives as an acknowledgement that Judge Reese was authorized to
direct the expenditure of funds to obtain site control over the land needed for the
Facility. Further, Article III, Section 3 of the Agreement provides, “During Phase
1, Company and JBC shall negotiate and enter into a definitive binding agreement
for the purchase of the Property, on terms and conditions satisfactory to JBC in its
sole discretion.” The retroactive nature of the Agreement serves to establish Judge
Reese’s and the Executive Committee’s authorization retroactive to the first day
that CFP began to provide services to the JBC. In effect, the Agreement serves as a
ratification of the Judge’s directions and the Company’s efforts to obtain site
control. All subsequent activities of the Company and its representatives were taken
in direct reliance upon the actions of the Executive Committee and the Board in
approving the site control efforts directed by Judge Reese.
27.
In addition, the RFQ had specified that one of the duties of the entity
selected to provide professional services was to include site acquisition. It stated,
“The development team selected may be expected to provide turnkey services
including: project finance, financial arranging, site acquisition, architectural design,
construction, equipping, operating and maintaining.” Further, Article III, Section 2,
Paragraph A, Subparagraph 3 of the Agreement specified that, “During Phase 1,
Company and JBC shall negotiate and enter into a definitive binding agreement for
the purchase of the Property, on terms and conditions satisfactory to JBC in its sole
discretion.” Site control was essential for the accomplishment of the negotiation of
a purchase agreement. The Company, therefore, was, acting in fulfillment of its
obligation under the Agreement when it took the actions directed by Judge Reese
and the Executive Committee in obtaining site control. Legal counsel for the JBC
drafted the Agreement that effected the retroactive nature of the authority granted.
28.
Judge Reese had the express authority to direct the Company and its
representatives to expend funds in order to obtain site control over the Canal Street
property. Upon information and belief, minutes of the meetings of the Board of
Commissioners and of the Executive Committee are maintained by the JBC
Secretary. Those meetings should contain the resolutions made and voted upon by
the Commissioner and the Committee. When reduced to written form and signed
by the Secretary, extracts of the resolutions would prove any written authorization
needed to prove the authority of Judge Reese and the Executive Committee.

8

***
30.
Alternatively, if Judge Reese did not have express or apparent authority to
direct CFP to take the steps that were taken to obtain site control, the Judge is
himself liable for repayment of the funds expended. This liability does not arise
under the Agreement and the Judge is not being sued to enforce the terms of the
Agreement or because of any breach of the Agreement. Rather Civil Code Article
3019 specifies that an agent who exceeds his authority is personally liable to any
third party that he contracts with unless the third party had actual knowledge that
the agent was exceeding his authority when he contracted with the party. The
Executive Committee as well directed the actions of the CFP. Liability arises by
virtue of a violation of positive law found in Louisiana’s Civil Code.
31.
In April of 2014, Mayor Landrieu began to push a bill that would give the
JBC an additional year to collect higher fees before being required to let a public
bid. In an April 16, 2014 article in The Lens, Judge Reese is quoted as saying,
“Through some back-channel discussions, a request was made to keep an open
mind. We said, OK.” The Mayor’s office explained that this was an attempt to
provide the JBC with flexibility while he continued discussions regarding the
adaptive reuse of Charity Hospital.
32.
The Company and its representatives recognized that this threatened their
ability to obtain an Agreement with the JBC, as the Agreement had neither been
drafted nor signed at this point. When approached for an explanation, Judge Reese
informed the Company’s representatives that the back channel that was being
referred to was Judge Bruno. They were told that Judge Bruno, a member of the
Executive Committee, was trying to sabotage the JBC’s efforts in order to benefit
the Mayor. As a member of the Board of Commissioners and of its Executive
Committee, Judge Bruno had a fiduciary obligation to pursue the exclusive best
interests of the public corporation. Sabotaging the JBC’s efforts to lease or build a
new facility in order to force the court into a structure that did not satisfy its needs
would not fulfill that obligation. It would rather be detrimental to the best interests
of the JBC, a breach of fiduciary duty and a dereliction of the Judge’s duties as a
member and officer of the board of a public corporation.
33.
Throughout the performance of the [] Agreement, CFP’s representatives
were made aware that the Mayor would only communicate through the back
channel that was Judge Bruno. Throughout the performance of the Agreement,
Judge Bruno attended none of the meetings intended to obtain the information
needed to design the courthouse and none of the meetings of the Executive
Committee. The Judge abandoned his responsibilities to the JBC in order to benefit
the Mayor. The Judge made the performance of the [] Agreement difficult by
disparaging the efforts of the CFP and its representatives and encouraging the other
Board Members to resist the efforts of Judge Reese and the Executive Committee
to build the facility. He did this intentionally and without presenting an alternative
mechanism for constructing or leasing a replacement facility. Similar to Messrs.
9

Richter and Klein who had other clients who could possibly benefit by another site
location, Judge Bruno appeared to have an allegiance to someone other than the
JBC. This possible allegiance to the Mayor, who had other plans, was probably in
violation of his duties to the CFP and to the JBC. After all, the JBC, and Judge
Bruno as one of its officers and a Board Member, had a duty of good faith and fair
dealing to perform the contract with CFP honorably. Judge Bruno had a specific
duty of good faith to CFP, which he intentionally breached. He continued his efforts
to undermine Judge Reese’s progress on the project even after the Mayor dropped
his plans for Charity Hospital’s redevelopment. In a June 16, 2014 article in
Gambit, the Mayor is quoted as saying, “We cannot afford the project at this time.”
The Mayor estimated that it would cost “nearly $400 million” to rehab Charity
Hospital.
34.
Through a letter dated October 19, 2015 but received some time after that
date, CFP was informed that the JBC had met on October 13, 2015 and voted to
terminate the [] Agreement. No reason was given for the termination. The notice
did not comply with Article X, Section 2 of the Agreement, which requires that a
notice be sent to the Company at least thirty days prior to the date of termination.
The JBC’s legal counsel, Rick Richter, sent the notice, which did not contain the
30-day provision.
35.
Subsequent to the receipt of the letter, representatives of the Company met
with Judge Reese on October 20, 2015. They were able to obtain information that
the termination was a culmination of the intentional efforts of Judge Bruno to make
the performance of the contract by CFP onerous and burdensome. Upon
information and belief, Judge Bruno acted intentionally to breach CFP’s contract
with the JBC because he was told by the Mayor that the Mayor would be able to
get the outgoing governor to donate the Duncan Plaza site to the city for use by the
JBC. That, obviously, never happened. Upon information and belief, Judge Bruno
has lately been describing himself as the Chairman of the JBC when in fact Judge
Reese is still the Chairman. It is possible Judge Bruno intended to have the other
judges turn against Judge Reese and elect him the new chairperson. In any event,
Judge Bruno acted to interfere intentionally with CFP’s contract with the JBC for a
motive that was not designed to benefit the JBC. Indeed, the JBC has been harmed
through the present by Judge Bruno’s actions.
36.
With the termination of the PSA, Judge Bruno has caused harm to the
Company. He has become liable to the Company for the damages caused by his
intentional interference with its contractual relations with the JBC. He has violated
his duty of good faith and has caused the JBC to violate its duty. The termination
of the contract was contrary to the best interest of the JBC as it was facing an August
15, 2016 deadline to lease a facility or let a public bid and no alternative method
for accomplishing the replacement of the old courthouse had been identified. [The
Company, with the approval of Judge Reese, had been able to obtain an amendment
that gave the JBC an additional year (until August 15, 2016) to lease or construct a
new courthouse. The amendment also made it clear that leasing a courthouse would
10

as well be a permitted means for invoking the increased fees set forth in the statute.]
Indeed, through the present, the JBC has taken no substantial efforts to replace the
old courthouse. The Mayor, not the JBC, undertook to have the Act amended again
to extend the deadline for entering into a lease or letting a public bid until 2021.
37.
Despite this extension, the JBC has been harmed by Judge Bruno’s
intentional breach of his fiduciary duties and of his duty of good faith because the
enhanced fees that could be charged for various civil filings and be collected by the
JBC would have increased significantly once a lease was entered into or a public
bid let. The enhancement to the fees for civil filings would have increased eightfold while the enhancement due to the JBC for jury trials would double. In addition,
the enhancement for class actions would increase by one thousand dollars and the
JBC could charge a new fee of ten dollars for any matter filed into a civil record.
The loss caused by Judge Bruno’s actions is substantial both to the JBC and to the
Company. It, in effect, is a breach of the public trust. The litigants and the users of
the courthouse had the right to expect that the JBC would construct a new
courthouse that would satisfy their needs. The legislature imposed upon the JBC
the duty to accomplish this task. By interfering with CFP’s contract with the JBC,
Judge Bruno is guilty of a breach of the public trust and a dereliction of the duty
imposed upon him by the legislature. The Company is entitled to recover its
development fee because of the intentional interference with its contract by Judge
Bruno, a member of the Executive Committee of the JBC. Judge Bruno acted
without justification in that he did not act to benefit the JBC or with the JBC’s best
interests in mind.
38.
The vehicle established by the legislature was an effective one. There have
been at least four other judicial districts that have accomplished the construction of
a new courthouse within four years after obtaining the right to charge enhanced
fees. The breach of public trust by Judge Bruno becomes more egregious when one
realizes the extreme effectiveness of the vehicle established by the legislature to
construct new courthouses. It is instructive to compare what has been accomplished
in other venues where politics did not override the mandate to benefit the public
welfare to the consequences of the split allegiances that appear to have been present
with the JBC. []

Following the October 2015 termination of the Professional Services Agreement
(hereinafter “PSA” or “Agreement”),3 CFP filed this action against Defendants JBC, Judge Bruno,
and Judge Reese on October 13, 2016. In it, CFP alleges claims for breach of contract and open
account against JBC in the amount of $953,650.04, which is the amount of the unpaid last bill

3

See Rec. Doc. 1, ¶25.

11

submitted to JBC, on October 27, 2015, plus interest.4 The sum of $953,650.04, represents the
total of $250,000, as the second half of the Phase I Development Fee set forth in the Agreement,
plus the third party expenses incurred by CFP up to and through the date of termination of the
Agreement. CFP also seeks an award of attorney’s fees against JBC pursuant to Louisiana Revised
Statute 9:2781.
With respect to its claims against Judges Reese and Bruno, CFP alleges that Judge Reese
is personally liable, pursuant to Louisiana Civil Code article 3019, for the same $953,650.04 it
seeks to recover from JBC.5 CFP asserts a tortious interference with a contract claim against Judge
Bruno, seeking an award of $4.48 million, which represents CFP’s usual and customary
developer’s fee of 4% of the total cost of the courthouse development that CFP contracted to
perform for the JBC.6 The instant motions to dismiss, filed by Defendant Judge Reese and
Defendant Judge Bruno, followed.
II.

LAW AND ANALYSIS
A. Rule 12(b)(6)
Rule 12(b)(6) of the Federal Rules of Civil Procedures authorizes the filing of motions to

dismiss asserting, as a defense, a plaintiff's “failure to state a claim upon which relief can be
granted.” See Fed. R. Civ. P. 12(b)(6). Thus, claims may be dismissed under Rule 12(b)(6) “on the
basis of a dispositive issue of law.” Neitzke v. Williams, 490 U.S. 319, 326 (1989). Dismissal under
Rule 12(b)(6) also is warranted if the complaint does not contain sufficient factual matter, accepted
as true, to “state a claim to relief that is plausible on its face.” Ashcroft v. Iqbal, 556 U.S. 662, 678
(2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)).

4
5
6

See Rec. Doc. 1, ¶39.
See Rec. Doc. 1, ¶56.
See Rec. Doc. 1, ¶¶ 69-70.

12

Where the well-pleaded facts of a complaint do not permit a court to infer more than the
mere possibility of misconduct, the complaint has alleged—but it has not ‘show[n]’—“that the
pleader is entitled to relief.’” Iqbal, 556 U.S. at 678 (quoting Fed. Rule Civ. P. 8(a)(2)). Thus, a
complaint's allegations “must make relief plausible, not merely conceivable, when taken as true.”
United States ex rel. Grubbs v. Kanneganti, 565 F.3d 180, 186 (5th Cir. 2009); see also Twombly,
550 U.S. at 555 (“Factual allegations must be enough to raise a right to relief above the speculative
level . . . on the assumption that all the allegations in the complaint are true (even if doubtful in
fact).”).
“The plausibility standard is not akin to a ‘probability requirement,’ but it asks for more
than a sheer possibility that a defendant has acted unlawfully.” Id. Factual allegations that are
“merely consistent with a defendant's liability, stop short of the line between possibility and
plausibility of entitlement to relief,” and thus are inadequate. Id. (internal quotations omitted).
Accordingly, the requisite facial plausibility exists “when the plaintiff pleads factual content that
allows the court to draw the reasonable inference that the defendant is liable for the misconduct
alleged.” Id. (emphasis added). “Determining whether a complaint states a plausible claim for
relief” is “a context-specific task that requires the reviewing court to draw on its judicial experience
and common sense.” Iqbal, 556 U.S. at 679 (internal citations omitted). See also Robbins v.
Oklahoma, 519 F.3d 1242, 1248 (10th Cir. 2008) (degree of required specificity depends on
context, i.e., the type of claim at issue).
In determining whether a plaintiff's claims survive a Rule 12(b)(6) motion to dismiss, the
factual information to which the Court addresses its inquiry is limited to the (1) the facts set forth
in the complaint, (2) documents attached to the complaint, and (3) matters of which judicial notice
may be taken under Federal Rule of Evidence 201. See Norris v. Hurst Trust, 500 F.3d 454, 461,

13

n. 9 (5th Cir.2007); R2 Invs. LDC v. Phillips, 401 F.3d 638, 640, n. 2 (5th Cir. 2005). When a
defendant attaches documents to its motion that are referred to in the complaint and are central to
the plaintiff's claims, however, the Court can also properly consider those documents. Causey v.
Sewell Cadillac–Chevrolet, Inc., 394 F.3d 285, 288 (5th Cir.2004); In re Katrina Canal Breaches
Litig., 495 F.3d 191, 205 (5th Cir.2007). “In so attaching, the defendant merely assists the plaintiff
in establishing the basis of the suit, and the court in making the elementary determination of
whether a claim has been stated.” Collins v. Morgan Stanley Dean Witter, 224 F.3d 496, 499 (5th
Cir. 2000).
In evaluating motions to dismiss filed under Rule 12(b)(6), the Court “must accept all wellpleaded facts as true, and . . . view them in the light most favorable to the plaintiff.” Campbell v.
Wells Fargo Bank, N.A., 781 F.2d 440, 442 (5th. Cir.), cert. denied, 476 U.S. 1159 (1986). Further,
“[a]ll questions of fact and any ambiguities in the controlling substantive law must be resolved in
the plaintiff's favor.” Lewis v. Fresne, 252 F.3d 352, 357 (5th Cir. 2001). On the other hand, courts
“are not bound to accept as true a legal conclusion couched as a factual allegation.” Papasan v.
Allain, 478 U.S. 265, 286 (1986); see also Iqbal, 556 U.S. at 678 (“tenet that a court must accept
as true all of the allegations contained in a complaint is inapplicable to legal conclusions.”). “Nor
does a complaint suffice if it tenders ‘naked assertion[s]’ devoid of ‘further factual enhancement.’”
Iqbal, 556 U.S. at 678 (quoting Twombly, 550 U.S. at 557); see also Christopher v. Harbury, 536
U.S. 403, 416 (2002) (elements of a plaintiff's claim(s) “must be addressed by allegations in the
complaint sufficient to give fair notice to a defendant”).
B. Judge Kern Reese – “Breach of Implied Contract” Under Civil Code article 3019
As its third cause of action, CFP seeks to hold Judge Reese personally liable for “repayment
of the funds expended” by CFP in taking “steps . . . to obtain site control” of the Canal Street

14

property.7 In support of this request, CFP alleges that Judge Reese lacked necessary authority to
direct CFP to take the steps it did. 8 According to CFP, its claim against Judge Reese is one of
personal liability for breach of an implied contract, based on Louisiana Civil Code article 3019,
rather than default or breach of any obligation under the terms of the Agreement. As with its
breach of contract and open account claims against JBC, CFP seeks to recover $953,650.04, as
payment for its fee and all third-party expenses incurred through the date of termination, plus
interest, from Judge Reese.9 Considering CFP’s allegations in light of the applicable legal
principles, the Court finds, given the circumstances presented here, that CFP’s claim against Judge
Reese fails.
Specifically, Civil Code article 3019, on which CFP’s claim against Judge Reese rests,
provides: “a mandatary who exceeds his authority is personally bound to the third person with
whom he contracts, unless that person knew at the time the contract was made that the mandatary
had exceeded his authority or unless the principal ratifies the contract.” LA. CIV. CODE ANN. art.
3019 (1998) (emphasis added). Civil Code article 3019, however, is properly construed in the
context of a preceding, related article, Civil Code article 3016. That article states: “A mandatary
who contracts in the name of the principal within the limits of his authority does not bind himself
personally for the performance of the contract.” LA. CIV. CODE ANN. art. 3016 (1998) (emphasis
added). In this instance, CFP seeks to hold Judge Reese personally liable for actions that CFP
contends it took based on, and pursuant to, the PSA.10 Thus, considering Civil Code articles 3016
and 3019 together, the actual scope and extent of the personal obligation allegedly imposed upon

7
8

9

10

See Rec. Doc. 1 at ¶¶ 56-57.
See Rec. Doc. 1 at ¶¶ 26-30.
Id. at ¶¶ 40-55 and 56-57.
Id. at ¶¶ 26-30 and 42-53.

15

Judge Reese are determined by the contractual terms to which CFP and JBC agreed.11 Indeed, as
set forth in Civil Code article 1983, “[c]ontracts have the effect of law for the parties”; moreover,
“except for immutable matters of public policy, law rules of the Code are suppletive, not
mandatory[,]” provisions that apply only “if the contract fails adequately to cover a given issue.”
Gen. Elec. Capital Corp. v. Se. Health Care, Inc., 950 F.2d 944, 951 (5th Cir. 1991).
Significantly, one of the contractual terms agreed to by the parties, as set forth in Article
XIII, Section 15 of the Agreement, expressly provides: “no member, official, or employee of either
party shall be personally liable to the other party . . . in the event of any default or breach or on
any obligations under the terms of the Agreement.”12 In its complaint, CFP expressly alleges and
acknowledges that Judge Reese, in its dealings with CFP, acted as a “member” and “Chairman”
of the Board of the Commissioners and Executive Committee of the JBC.13 It further alleges that
the JBC breached the Agreement by failing to give CFP the 30 days prior notice required by Article
X, Section 2 of the Agreement for a “Termination for Convenience,” and is obligated to pay CFP
$953,650.04 for the remainder of its development fee and for all third-party expenses accrued as
of the date of termination. Accordingly, CFP seeks to recover the remainder of its fee and the third
party expenses, pursuant to the Agreement, plus interest, and, based on the Louisiana open account
statute, La. R.S. 9:2781, attorney’s fees, from JBC.14

11
Although the Agreement was signed on December 19, 2014, it was made effective retroactive to
February 18, 2014. Notably, CFP does not argue that Judge Reese lacked authority to enter into the PSA
on behalf of the JBC. Rather, CFP emphasizes the validity of the PSA. See, e.g., Rec. Doc. 1, ¶¶ 25-26 and
41. Thus, Judge Reese’s alleged lack of authority concerns only CFP’s efforts and expenditure of funds
relative to “obtaining site control” over the Canal Street property, not the PSA in its entirety. Id.at ¶¶ 1718, 19, and 26-30. CFP also alleges, however, that its expenditure of funds to obtain control of the Canal
Street site was authorized by the Agreement. See Rec. Doc. 1, ¶ 44.
12
See Rec. Doc. 7-2 at p. 16.
13
See, e.g., Rec. Doc. 1 at ¶¶ 9, 15, and 16.
14
Id. at ¶¶ 34, 39, and 42-55. CFP references a letter regarding termination dated October 19, 2015.
Id. at ¶34. CFP also seeks to recover attorney’s fees from JBC. Id. at ¶54.

16

Under these circumstances, the Court rejects CFP’s efforts to hold Judge Reese personally
liable as a “backup” measure for the same sums it seeks to recover under the PSA from his
principal, JBC. In short, CFP seeks to hold Judge Reese liable for expenses allegedly owed to
CFP per the Agreement without invoking and taking into account the actual terms of the
Agreement, particularly Article XIII, Section 15. Had CFP wanted a different rule to apply relative
to the parties’ representatives, it conceivably could have attempted to negotiate the issue and, at a
minimum, required written proof of bylaws and resolutions impacting measures taken relative to
immovable property. CFP did not, however, and cannot now simply ignore the provisions of the
parties’ contract that are unfavorable to its position.15
Thus, even when viewed in the light most favorable to the non-moving party, that is,
Plaintiff CFP, the facts presented by CFP are insufficient to support a facially plausible claim for
relief against Judge Reese. The plain language of the Agreement precludes individual liability of

15

Nor is CFP’s claim salvaged by its contention, in its opposition memorandum, that: “The
contract that implicated in CFP’s Complaint is not the Agreement with the JBC but rather the Purchase
Agreement and the amendments thereto that relate to the Canal Street property.” See Rec. Doc. 15, at pp.
2-3. The same is true of CFP’s contention that Judge Reese was the principal relative to those documents.
Id. The only finalized, effective agreement between CFP and JBC that is adequately pled in the complaint
is the Professional Services Agreement (“Agreement” or “PSA”). Article XIII, Section 16 of the Agreement
specifically provides: “The JBC and the Company acknowledge that nothing contained in this Agreement
nor any act by the JBC or the Company shall be deemed or construed by any of them or by an third person
to create any relationship of principal or agent, limited or general partner, or joint venture between or among
the JBC, the Company and/or any third party.” See Rec. Doc. 7-2, p. 16. Additionally, although Article
III, Section 3 of the Agreement provides: “During Phase I, Company and JBC shall negotiate and enter into
a definitive binding agreement for the purchase of the Property, on terms and conditions satisfactory to the
JBC in its sole discretion,” see Rec. Doc. 7-2, p. 6 (emphasis added), the complaint does not allege that
such an agreement was ever drafted, negotiated, or executed. In any event, the Court has not been provided
with a copy of the necessary written document(s). See La. Civ. Code arts. 1839, 2623, and 2993 (form
requirements for a transfer of immovable property, bilateral promise to sell, and mandate).

17

the parties’ representatives; therefore, Judge Reese cannot be held personally liable for the
outstanding bill that CFP claims is owed by Judge Reese’s principal, Defendant JBC.16
C. Judge Christopher Bruno – Tortious Interference With Contract
As its fourth cause of action, CFP seeks to hold Judge Christopher Bruno personally liable
for $4.48 million in damages (representing CFP’s usual and customary development fee of 4% of
total development cost) based on Judge Bruno’s alleged tortious interference with CFP’s contract
with the JBC. Specifically, CFP alleges that Judge Bruno intentionally induced his fellow JBC
board members to vote to terminate the Agreement with CFP after having made performance of
the contract more burdensome.17

According to CFP, Judge Bruno allegedly interfered by

encouraging the other JBC Board members to resist the efforts of Judge Reese and the Executive
Committee to build the facility at the Canal Street location because of his and/or Mayor Mitchell
Landrieu’s interest in alternative sites for a new courthouse, i.e. the state-owned Duncan Plaza site
and the former Charity Hospital building.18
In Petrohawk Properties, L.P. v. Chesapeake Louisiana, L.P, 689 F.3d 380, 394–96 (5th
Cir. 2012), the Fifth Circuit outlined the genesis and evolution of the intentional interference with
contract cause of action under Louisiana law:
In 1989, the Louisiana Supreme Court first recognized the cause of action for
intentional interference with a contract in 9 to 5 Fashions, Inc. v. Spurney, 538
So.2d 228, 232–34 (La.1989). However, the cause of action that the state's highest
court recognized was extremely limited. The court expressly refused to adopt the
broad common law doctrine of interference with a contract, because it is “a rather
broad and undefined tort in which no specific conduct is proscribed and in which
liability turns on the purpose for which the defendant acts, with the indistinct notion
that the purposes must be considered improper in some undefined way.” Id. at 234
(quoting W. Prosser & P. Keeton, The Law of Torts § 129, p. 979 (5th ed.1984))
16

Given the Court’s ruling regarding Civil Code article 3019, the Court does not find it necessary to
address the alternative grounds – judicial immunity and statutory immunity under Louisiana Revised
Statutes 9:2792.4 and 9:2798.1 – asserted in support of Judge Reese’s motion.
17
See Rec. Doc. 1 at ¶¶ 66-68.
18
See Rec. Doc. 1 at ¶¶ 11-12 and 31-38.

18

(internal quotation marks omitted). The court recognized “only a corporate officer's
duty to refrain from intentional and unjustified interference with the contractual
relation between his employer and a third person.” Id.
Further regarding the duty on which the tort is based, and referencing the “basic policy of our law
that every act whatever of man that causes damage to another obliges him by whose fault it
happened to repair it,” as set forth in Louisiana Civil Code article 2315, the Louisiana Supreme
Court, in Spurney, explained:
[W]e conclude that, in the light of modern empirical considerations and the
objectives of delictual law, an officer of a corporation owes an obligation to a third
person having a contractual relationship with the corporation to refrain from acts
intentionally causing the company to breach the contract or to make performance
more burdensome, difficult or impossible or of less value to the one entitled to
performance, unless the officer has reasonable justification for his conduct. The
officer's action is justified, and he is entitled to a privilege of immunity, if he acted
within the scope of his corporate authority and in the reasonable belief that his
action was for the benefit of the corporation.
Thus, an officer is privileged to induce the corporation to violate a
contractual relation, or make its performance more burdensome, provided that the
officer does not exceed the scope of his authority or knowingly commit acts that
are adverse to the interests of his corporation. Where officers knowingly and
intentionally act against the best interest of the corporation or outside the scope of
their authority, they can be held liable by the party whose contract right has been
damaged.
***
Since officers owe fiduciary obligations to the corporation and its shareholders and
hold policy making positions, their fidelity and freedom of action aimed toward
corporate benefit should not be curtailed by undue fear of personal liability. []
However, the officer's privilege should not be absolute, it should be limited by the
purpose for which it is granted, i.e., to allow him to fully perform his fiduciary duty
as authorized by his corporation. When the officer's action is detrimental to the
corporation or outside the scope of his authority, the officer should be responsible
for his intentional acts of interference with the contract rights of another. []

19

Spurney, 538 So.2d at 232. As outlined in Spurney, the elements of the cause of action are:
(1) the existence of a contract or a legally protected interest between the plaintiff
and the corporation;
(2) the corporate officer's knowledge of the contract;
(3) the officer's intentional inducement or causation of the corporation to breach the
contract or his intentional rendition of its performance impossible or more
burdensome;
(4) absence of justification on the part of the officer; and
(5) causation of damages to the plaintiff by the breach of contract or difficulty of
its performance brought about by the officer.
See Petrohawk Properties, 689 F.3d at 394-96 (quoting Spurney, 538 So. 2d at 234).
Considering the narrow and conservative approach that the Louisiana Supreme Court and
other state and federal courts have taken relative to the tort’s parameters and application, under
Louisiana law, the Court is not persuaded that a viable intentional interference with contract claim
against Judge Bruno has been stated here. As a preliminary matter, the Court notes that Judge
Bruno is not an officer or director of a private corporation. Instead, he is an elected Louisiana state
district court judge serving by legislative enactment as a member of the JBC -- a public commission
and public corporation created for the purpose of building, funding, and managing a new Orleans
Parish courthouse. The differing roles, functions, and limitations of public officers versus that of
private corporate officers can be significant. As discussed in City of Alexandria, 735 F. Supp. 2d
at 461:
[a] corporate officer's duty is linked to his status as a trusted agent of the
corporation; a public official's duty is linked to his commitment to perform a public
service on behalf of the municipality [public body] and its citizens. Private
corporations exist for profit or some charitable purpose; municipal corporations
[public bodies] exist to govern and provide services to citizens. Thus, we do not
find the nature (and perhaps the scope and extent) of those duties to be necessarily
identical.

20

The Louisiana Supreme Court has noted its intention to “proceed with caution in expanding
[the tortious interference] cause of action” beyond the scope recognized in Spurney. See Great
Sw. Fire Ins. Co. v. CNA Ins. Cos., 557 So.2d 966, 969 (La.1990); see also Cowen v. Steiner, 971234 (La. 9/19/97), 701 So. 2d 140 (reversing without opinion court of appeal’s allowance of an
intentional interference with contract claim against the medical director of a rehabilitation hospital
who allegedly had the same power as, but was not, a “titled” corporate officer). Louisiana
appellate courts and federal courts applying Louisiana law have likewise been hesitant to expand
the cause of action beyond corporate officers and directors. See, e.g., Hawkins v. Decuir, Clark, &
Adams, LLP, 2016-1338 (La. App. 1 Cir. 8/16/17), 2017 WL 3528872 (attempt to analogize
relationship of “chief legal officer” for the Board of Supervisors for the Southern University and
A&M College System to that of a corporate officer not convincing); City of Alexandria v. Cleco
Corp., 735 F. Supp. 2d 448, 463 (W.D. La. 2010) (Louisiana cause of action for tortious
interference with contract not applicable to mayor and city attorney of a municipality); but see
Communication and Info. Resources v. Expressions Acquisition Corp., 95-1070 (La. App. 5 Cir.
5/15/96), 675 So.2d 1164, 1169 (finding member of corporate board of directors to be “within the
ambit of Spurney”).
Furthermore, as set forth above, an intentional interference with contract claim can be
asserted against a corporate officer who violates an obligation owed to a third person having a
contractual relationship with the corporation (by intentionally causing the corporation to breach
the contract, or to make its performance more burdensome, difficult, impossible, or of less value
to the third person) unless the officer has reasonable justification for his conduct. Significantly,
the corporate officer's action is justified, and he is entitled to a privilege of immunity against the
third person’s claim, if the officer acted within the scope of his authority and in the reasonable

21

belief that his action was for the benefit of the corporation he serves. Indeed, “[s]ince officers owe
fiduciary obligations to the corporation and its shareholders and hold policy making positions,
their fidelity and freedom of action aimed toward corporate benefit should not be curtailed by
undue fear of personal liability.” Spurney, 538 So.2d at 232. Thus, it is only where officers
knowingly and intentionally act against the best interest of the corporation or outside the scope of
their authority that they can be held liable by the party whose contract right has been damaged. Id.
In this instance, the intentional interference with contract claim asserted against Judge
Bruno is premised on his alleged lack of support for and/or objection to proceeding, as proposed
by CFP and members of the JBC Board, relative to the acquisition of the Canal Street site for the
purpose of building a courthouse. It is further alleged that Judge Bruno served as Mayor
Landrieu’s liaison vis-à-vis the other Board members and apparently preferred (or at least wanted
to further consider) locating the new courthouse in the former Charity Hospital building or, if
donated by the state, at Duncan Plaza. It is possible that Judge Bruno’s actions and preferences
may have been contrary to that of the other JBC Board members, slowed the JBC’s efforts to
construct a new courthouse, and presently precluded CFP from earning a $4.48 million
development fee. It is not apparent from CFP’s overly conclusory, and thus deficient, allegations,
however, that Judge Bruno’s alleged conduct was outside the scope of his authority as a JBC Board
member, or without reasonable belief that his actions or inaction were for the benefit of the JBC,
the courts served by the JBC, and/or Orleans parish citizens, taxpayers, and litigants.19

19

Relative to this point, CFP contends “Judge Bruno acted intentionally to breach CFP’s contract
with JBC because he was told by the Mayor that the Mayor would be able to get the outgoing governor to
donate the Duncan Plaza site to the city for use by the JBC.” See Rec. Doc. 1, ¶ 35. As alleged, it is difficult
to understand how exploring whether the City could obtain Duncan Plaza by donation from the state of
Louisiana is unreasonable. To the contrary, an argument seemingly could be made that the JBC Board
members would breach their public duties if this option was not at least investigated.

22

Rather, it is difficult to fathom how having all of the judges of the Civil District Court as
members of the JBC, as provided by the Act, would not yield certain legitimate differences in
opinions and priorities that would have to be considered and resolved as part of the process of
constructing a new courthouse.20 Indeed, though not addressed by CFP, certain provisions of the
Agreement, as well as the multiple legislative extensions of the deadline established in the Act,
appear to contemplate such matters and further weaken the efficacy of CFP’s allegations against
Judge Bruno. For instance, Article III, Section 2(A)(3) of the Agreement provides for CFP and
JBC, during Phase 1, to “negotiate and enter into a definitive binding agreement for the purchase
of the property, on terms and conditions satisfactory to JBC in its sole discretion.”21 Article X,
Section 2, moreover, gives JBC the right to terminate the PSA for “convenience,” i.e., “without
cause by giving written notice to the Company of its intent to terminate at least thirty (30) days
prior to the date of termination[.]”22 The PSA, moreover, is non-exclusive such that “JBC [is] free
to engage the services of other contractors for the provision of some or all of the Services set forth
in [the PSA].”23 Finally, as previously set forth, Article XIII, Section 15, expressly states: “No
member, official, or employee of either party shall be personally liable to the other party, or any
successor in interest, in the event of any default or breach or on any obligations under the terms of
the Agreement.” 24
As evidenced herein, the Court has carefully considered the parties’ submissions and
applicable law. Even when viewed in the light most favorable to CFP, as the non-moving party,
the Court, for the reasons stated, finds CFP’s factual allegations to be overly conclusory and legally

20

The likelihood is increased even more if, as CFP alleges, all of the judges of the First City Court
also served as de facto, if not de jure, members of the JBC. See Rec. Doc. 1 at ¶ 10.
21
See Rec. Doc. 7-2, p. 6 (emphasis added).
22
See Rec. Doc. 7-2, p. 14 (emphasis added).
23
See Rec. Doc. 7-2, p. 15.
24
See Rec. Doc. 7-2, p. 16.

23

insufficient to support a facially plausible claim against Judge Bruno for intentional interference
with a contract.25
III.

CONCLUSION
For the reasons stated herein, the Court finds the motions to dismiss filed by Defendant

Judge Kern Reese and Defendant Judge Christopher Bruno to be meritorious. Accordingly, IT IS
ORDERED that the motions to dismiss (Rec. Docs. 6 and 7) are GRANTED. IT IS FURTHER
ORDERED that Plaintiff CFP’s claims against Defendants Bruno and Reese are DISMISSED
WITH PREJUDICE.
New Orleans, Louisiana, this 7th day of September 2017.

_________________________________
KURT D. ENGELHARDT
UNITED STATES DISTRICT JUDGE

25

Given the Court’s foregoing resolution of CFP’s Louisiana tort claim for intentional interference
with contract, the Court does not find it necessary to address the alternative grounds -- reliance on Article
VIII, section 15 of the Agreement; statutory immunity under Louisiana Revised Statutes 9:2792.4 and
9:2798.1; and the freedom of speech protection provided by the First Amendment to the United States
Constitution – that Judge Bruno has asserted in support of his motion.

24