Arevalo v. Greystone Holdings, LLC

Filing 28

RULING: For the reasons stated herein, the Defendant's 11 Motion for Summary Judgment is DENIED without prejudice to file a second motion now that discovery is complete. Any additional motion should contain sufficient factual allegations, sup ported by attachment of all relevant documents, by which this Court can determine whether a genuine dispute exists. Conclusory allegations are insufficient. Additionally, since discovery is complete in this matter, the Plaintiffs 15 Motion to Allow Additional Discovery under Rule 56(d) is MOOT. Signed by Judge James J. Brady on 10/28/2015. (BCL)

UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF LOUISIANA
RAY AREVALO
CIVIL ACTION
VERSUS
NO. 14-291-JJB-SCR
GREYSTONE HOLDINGS, L.L.C
RULING ON MOTION FOR SUMMARY JUDGMENT AND
MOTION FOR ADDITIONAL DISCOVERY UNDER 56(D)
This matter is before the Court on two motions. First is a Motion (Doc. 11) for Summary
Judgment brought by Defendant, Greystone Holdings, L.L.C. (“Greystone Holdings”). Plaintiff,
Ray Arevalo (“Arevalo”), filed an opposition (Doc. 14). Second is a Motion (Doc. 15) to Allow
Additional Discovery under Rule 56(d) brought by the plaintiff.

The defendant filed an

opposition (Doc. 17) and the plaintiff filed a reply brief (Doc. 19).

Oral argument is

unnecessary. The Court’s jurisdiction exists pursuant to 28 U.S.C. § 1332.
I.

Background
Arevalo is a member of Baton Rouge Investments, L.L.C. (“Baton Rouge Investments”),

which owned and operated Greystone Golf & Country Club (“Greystone Country Club”). Pl.’s
Am. Compl. ¶ 5–6, Doc. 3. Baton Rouge Investments sold Greystone Country Club to Greystone
Holdings on June 27, 2013. See id. at 1. According to Arevalo, Greystone Holdings “purchased
the entirety of assets and developer rights pertaining to operations in the development of the
Greystone Country Club from Baton Rouge Investments and related companies through two Acts
of Cash Sale for a total price of $3,640,000.” Pl.’s Opp’n Mem. 2, Doc. 14 (emphasis added);
see Pl.’s Am. Compl., ¶ 8–11, Doc. 3. Arevalo did not receive any money from the sale. Pl.’s
Opp’n Mem. 2, Doc. 14.

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Arevalo alleges that Greystone Holdings is a “mere continuation of Baton Rouge
Investments and related entities” and that the Acts of Cash Sale “constituted a de facto merger”
of Greystone Holdings and Baton Rouge Investments and its related entities. Pl.’s Am. Compl. ¶
21–22, Doc. 3. Therefore, Arevalo brought suit against Greystone Holdings demanding an
accounting and payout from the sale of Greystone Country Club under a theory of successor
liability. Id. at 1.
Greystone Holdings filed this Motion for Summary Judgment early in the discovery
period. Both motions at issue in this ruling were filed in March and April of 2015, well before
the July 1, 2015, discovery deadline. Additionally, Arevalo filed a Motion to Extend Discovery
Deadlines (Doc. 12) and a Motion to Compel Compliance with Subpoenas (Doc. 13) in March of
2015. Both motions were denied in April of 2015 (Docs. 20 & 18). Since the two motions at
issue have been pending, the case has been reassigned twice and discovery has since been
completed.
II.

Summary Judgment Standard
Summary judgment is appropriate when “the movant shows that there is no genuine

dispute as to any material fact.” Fed. R. Civ. P. 56(a). The party seeking summary judgment
carries the burden of demonstrating that there is an absence of evidence to support the nonmoving party’s case. Celotex Corp. v. Catrett, 477 U.S. 317, 325 (1986). When the burden at
trial rests on the non-moving party, the moving party need only demonstrate that the record lacks
sufficient evidentiary support for the non-moving party’s case. Id. The moving party may do
this by showing that the evidence is insufficient to prove the existence of one or more essential
elements of the non-moving party’s case. Id. A party must support its summary judgment
position by “citing to particular parts of materials in the record” or “showing that the materials

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cited do not establish the absence or presence of a genuine dispute.” Fed. R. Civ. P. 56(c)(1).
Although the Court considers evidence in a light most favorable to the non-moving party,
the non-moving party must show that there is a genuine issue for trial. Anderson v. Liberty
Lobby, Inc., 477 U.S. 242, 248–49 (1986). Conclusory allegations and unsubstantiated
assertions will not satisfy the non-moving party’s burden. Grimes v. Tex. Dep’t of Mental
Health, 102 F.3d 137, 139–40 (5th Cir. 1996). If, once the non-moving party has been given the
opportunity to raise a genuine fact issue, no reasonable juror could find for the non-moving
party, summary judgment will be granted for the moving party. Celotex, 477 U.S. at 322–23.
III.

Discussion
In Greystone Holdings’s Motion for Summary Judgment, it contends that “[t]he only

connection [Greystone Holdings] has to Baton Rouge Investments is that it acquired certain
assets of Baton Rouge Investments. Therefore, [Greystone Holdings] does not owe an
accounting or anything else to [Arevalo].” Def.’s Supp. Mem. 1, Doc. 11-1 (emphasis added).
Greystone Holdings further asserts that Arevalo “never owned a percentage of, was never a
member of, nor shareholder of [Greystone Holdings].” Id. at 2. Finally, Greystone Holdings sets
forth a list of six alleged undisputed facts supported by an affidavit of Derk Lockhart, a
managing member of Greystone Holdings. Id. 2–3; see Lockart Aff., Doc. 11-2.
Arevalo responds by re-asserting the allegations presented in his Amended Complaint,
mainly that Greystone Holdings is a mere continuation1 of Baton Rouge Investments. Pl.’s
Opp’n Mem. 4–6, Doc. 14. Arevalo sets forth the relevant factors in determining whether a

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Generally, “when a corporation sells all of its assets to another, the latter is not responsible for the seller’s debts or
liabilities, except where (1) the purchaser expressly or impliedly agrees to assume the obligations; (2) the purchaser
is merely a continuation of the selling corporation; or (3) the transaction is entered into to escape liability.” Pichon
v. Asbestos Defs., 52 So.3d 240, 243 (La. 4 Cir. Ct. 2010) (quoting Golden State Bottling Co. v. Nat’l Labor
Relations Bd., 414 U.S. 168, 182 n.5 (1973) (emphasis added)).

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successor corporation is a “mere continuation” of the predecessor2 and asserts, according to these
factors, that: (1) Greystone Holdings purchased the entirety of the assets of Baton Rouge
Investments and related entities; (2) Greystone Holdings employed the same employees and
supervisory personnel as Baton Rouge Investments and related entities; (3) Greystone Holdings
utilizes and conducts business out of the same facility as Baton Rouge Investments and related
entities; and (4) Greystone Holdings has continued the general business operation of Baton
Rouge Investments and its related entities. Id. at 5. Arevalo’s contentions are supported by his
verified Amended Complaint, which is the equivalent summary judgment evidence as an
affidavit. Hart v. Hairston, 343 F.3d 762, 765 (5th Cir. 2003) (“On summary judgment, factual
allegations set forth in a verified complaint may be treated the same as when they are contained
in an affidavit.”).
In this case, the defendant Greystone Holdings merely asserts that it only acquired certain
assets of Baton Rouge Investments, begging the question: What assets were acquired?
Additionally, Greystone Holdings does not adequately address the allegations in Arevalo’s
complaint—that Greystone Holdings is a mere continuation of Baton Rouge Investments.
Meanwhile, Arevalo asserts that Greystone Holdings acquired all assets of Baton Rouge
Investments, and that several other factors demonstrate that Greystone Holdings is a mere
continuation of Baton Rouge Investments. Each party rests its entire argument for summary
judgment upon a single affidavit—Greystone Holdings relies on the affidavit of a managing
member and Arevalo relies on his own affidavit in the form of his verified complaint. Neither
party attached any original documentation to support their contentions. Granting summary
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There are eight factors that are generally considered in this inquiry: (1) retention of the same employees; (2)
retention of the same supervisory personnel; (3) retention of the same production facility in the same physical
location; (4) production of the same product; (5) retention of the same name; (6) continuity of assets; (7) continuity
of general business and operations; and (8) whether the successor holds itself out as the continuation of previous
enterprise. Russell v. SunAmerica Sec., Inc., 962 F.2d 1169, 1176 n.2 (5th Cir. 1992).

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judgment, based on the scintilla of evidence presented, would require the Court to impermissibly
weigh the credibility of the two affiants. Without more, the Court is left with two conflicting
accounts of the predecessor-successor relationship and, therefore, finds that a genuine issue of
material fact exists concerning what assets Greystone Holdings acquired and whether Greystone
Holdings is a mere continuation of Baton Rouge Investments.
IV.

Conclusion
For the reasons stated herein, the Defendant’s Motion (Doc. 11) for Summary Judgment

is DENIED without prejudice to file a second motion now that discovery is complete. Any
additional motion should contain sufficient factual allegations, supported by attachment of all
relevant documents, by which this Court can determine whether a genuine dispute exists.
Conclusory allegations are insufficient.3 Additionally, since discovery is complete in this matter,
the Plaintiff’s Motion (Doc. 15) to Allow Additional Discovery under Rule 56(d) is MOOT.
Signed in Baton Rouge, Louisiana, on October 28, 2015.






JUDGE JAMES J. BRADY
UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF LOUISIANA

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What was provided to the Court, in defendant’s Motion for Summary Judgment, is wholly insufficient to establish
that Greystone Holdings is entitled to judgment as a matter of law. This Court’s local rules state that “[a]ll contested
motions must be accompanied by separate memoranda which must contain a concise statement of reasons
supporting the motion and citations of authorities.” LR 7(d) (emphasis added). Additionally, the Federal Rule of
Civil Procedure 56(a) requires a party moving for summary judgment to “identify[] each claim or defense—or the
part of each claim or defense—on which summary judgment is sought. The court shall grant summary judgment if
the movant shows there is not genuine dispute as to any material fact and the movant is entitled to judgment as a
matter of law.” (emphasis added). A list of facts, alleged to be undisputed, without any support regarding the legal
arguments raised in the plaintiff’s complaint does not satisfy the requirements set forth by the federal and local rules.

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