Santillo v. Santillo

344 So.3d 727

Suzanne Savoy SANTILLO

v.Stephen SANTILLO

21-602

Court of Appeal of Louisiana, Third Circuit.

July 20, 2022

Stephen C. Carleton, J. Jacob Chapman, Carleton Hebert & Shoenfelt, LLC, 400 Convention Street, Suite 550, Baton Rouge, Louisiana 70802, (225) 282-0602, COUNSEL FOR PLAINTIFF/APPELLANT: Suzanne Savoy Santillo

Philip C. Kobetz, Attorney at Law, Post Office Box 80275, Lafayette, Louisiana 70598-0275, (337) 291-1990, COUNSEL FOR DEFENDANT/APPELLEE: Stephen Santillo

Court composed of Sylvia R. Cooks, Chief Judge, Shannon J. Gremillion, and D. Kent Savoie, Judges.

SAVOIE, Judge.

Plaintiff Suzanne Santillo appeals the judgment of the trial court, finding that Blue Collar Enterprises, LLC (Blue Collar) was legally obligated under the Consent Judgment, that Defendant Stephen Santillo operated as a surety for Blue Collar, and that Stephen Santillo's obligations to Suzanne Santillo were extinguished with the bankruptcy of Blue Collar. She further appeals the judgment of the trial court, denying her exception of prescription and request for attorney's fees and costs. Finally, Suzanne Santillo appeals the judgment of the trial court, determining ownership of certain immovables. Stephen Santillo appeals the judgment of the trial court, which found that he is obligated to pay Ms. Santillo the sum of $93,900.00. For the following reasons, we affirm.

FACTS AND PROCEDURAL HISTORY

This matter has a protracted procedural history. Stephen and Suzanne Santillo were married on December 18, 1999, and one child was born of the marriage on November 17, 2000. On December 28, 2012, Suzanne Santillo filed for divorce under La.Civ.Code art. 102. The petition for divorce requested that the Antenuptial Agreement entered into between the parties on December 17, 1999, be nullified. In its Reasons for Ruling dated October 10, 2019, the trial court related the relevant facts as such:

In her original petition for divorce filed on December 28, 2012, MS. SANTILLO alleged that the "Antenuptial Agreement" (hereinafter "Antenuptial Agreement") signed by the parties on December 17, 1999, "... was not in conformity with the formalities of Louisiana Law, and particularly Civil Code Articles 2328, et seq. [sic] with regard to the matrimonial agreement and same is null and void." In her prayer, MS[.] SANTILLO pray[s], "... if the ‘Antenuptial Agreement’ is found invalid, that there by [sic] judgment herein partitioning the community of acquets and gains ...". In his answer filed on April 23, 2013, MR. SANTILLO denied MS. SANTILLO's allegation that the Antenuptial Agreement was "null and void".

On April 3, 2013, MR. SANTILLO filed a petition for declaratory judgment against MS. SANTILLO. In his pleading, MR. SANTILLO alleges that the law permits matrimonial agreements between the parties that create a regime of separation of property. MR. SANTILLO further alleges that the parties signed the Antenuptial Agreement the day prior to their marriage and that it met all of the formalities of an authentic act. MR. SANTILLO alleges that after the execution of the Antenuptial Agreement, but before the marriage was confected he attempted to modify it by executing a document entitled "Agreement" (hereinafter "unilateral Agreement"). MR. SANTILLO states that the unilateral Agreement fails to comply with the form required by Louisiana law in that it was signed by him and not by MS. SANTILLO. In his prayer, MR. SANTILLO prays that the Antenuptial Agreement be found valid and enforceable and that the unilateral Agreement be found invalid due to lack of MS. SANTILLO's signature. MR. SANTILLO attached the Antenuptial Agreement to his petition as Exhibit "A" and the unilateral Agreement as Exhibit "B".

On June 7, 2013, MS. SANTILLO filed an answer to MR. SANTILLO's petition for declaratory judgment. MS. SANTILLO alleges that the unilateral Agreement was a part of the Antenuptial Agreement, which was not executed before two (2) witnesses and a Notary Public by MS. SANTILLO. As the "document fails to comply with the formalities required by Louisiana law for ‘matrimonial agreements’ as set out in Civil Code Article 2329 and both documents comprise the entire Antenuptial Agreement of the parties..., the entire Antenuptial Agreement fails [sic] for lack of formality and failure to comply with form [sic] under Louisiana Law." In further answering, MS. SANTILLO alleges that if the Antenuptial Agreement complies with Louisiana law, it should be "eviscerated due to duress, error or fraud." MS. SANTILLO alleges that the Antenuptial Agreement "did not contain provisions which Mrs. Santillo was promised would be placed in the document at the time she signed it." Further, MS. SANTILLO alleges duress stating that she was only informed "of the existence of the contract" on the morning of the day before the wedding, never given an opportunity for an attorney of her choosing to review the contract and that she was "required" to sign the contract. MS. SANTILLO alleged she never saw the document until she was "called" into Chris Richard's office on the morning before the wedding to sign. MS. SANTILLO also alleges that none of the parties’ discussions "even intimated that there would be no community between the couple, only that the assets Mrs. Santillo had before marriage would remain her separate property and the assets Mr. Santillo had before marriage would remain his separate property." MS. SANTILLO specifically "pleads the nullity of the contract attached as Exhibit A [Antenuptial Agreement] on the grounds of duress, error or fraud." MS. SANTILLO prayed, "... that a Declaratory Judgment issue herein, declaring the contract attached as Exhibit "A" [Antenuptial Agreement] to STEPHEN SANTILLO's petition to be null and void." Though this pleading is styled as an answer, the Court finds that it is actually an answer and reconventional demand for declaratory judgment that the Antenuptial Agreement be declared invalid. "Every pleading is construed so as to do substantial justice." C.C.P. Art. 865. The caption of the pleading does not control; the court is obligated to determine the substance of the pleading." Steed v. St. Paul's United Methodist Church , 728 So.2d 931 (La. App. 2 Cir. 2/24/99), writ denied 740 So.2d 1290 (La. 5/7/99), citing Smith v. Cajun Insulation Inc. , 392 So.2d 398 (La.1980) and Banks v. Rattler , 426 So.2d 362 (La. App. 2d Cir. 1983).

On September 23, 2013, MS. SANTILLO filed a "Petition to Enforce Contract" seeking the enforcement of an Affidavit (hereinafter "Affidavit") signed by MR. SANTILLO on January 9, 2009, that allegedly declared and acknowledged the ownership of MS. SANTILLO in "37.5% of the entity which owns Jolie's Louisiana Bistro and 10% of the entity which owns Blue Dog Café." MS. SANTILLO alleges that her ownership interest in the Blue Dog Café entity was made with her funds prior to marriage and her interest in the other entity was acquired "because of her labor, skill and industry in helping start and manage" Jolie's Louisiana Bistro. In the petition, MS. SANTILLO states, "That the parties married subject to an alleged Antenuptial Agreement, the validity of which is being challenged by Suzanne Santillo in these proceedings." MS. SANTILLO also alleges that despite demands and requests, both prior and after the marriage and since filing the divorce, "Stephen Santillo and/or the corporate entities he controls have refused to transfer the interest which he acknowledged Suzanne Savoy Santillo owns." MS. SANTILLO also alleges that MR. SANTILLO and/or the entities he owns have refused to pay MS. SANTILLO's pro-rata share of distributions.

On January 14, 2014, the Honorable Judge Susan Theall signed an Order to Fix Trial Date fixing "this action ... relative to Plaintiff's Petition to Enforce Contract, and the Defendant's Petition for Declaratory Judgment" for trial on April 22 and 25, 2014.

On February 3, 2014, MR. SANTILLO filed an answer to MS. SANTILLO's petition to enforce contract. In the answer, MR. SANTILLO denies that the Antenuptial Agreement is merely "an alleged Antenuptial Agreement". Further, MR. SANTILLO denies all of the other allegations other than he owns a membership interest in Jolie's Louisiana Bistro and that he promised MS. SANTILLO an ownership interest "only insofar as the ownership interest also includes obligations for the entity's debts." MR. SANTILLO also denies that his ownership interest was given to MS. SANTILLO due to her labor, skill and industry in starting and managing the business.

On February 24, 2014, MS. SANTILLO filed an amended petition to enforce contract. In the amended petition, MS. SANTILLO alleges that because the ownership interest in By George Restaurants, LLC, d/b/a Jolie's Louisiana Bistro, was acquired by MR. SANTILLO during [the] marriage that she has a community interest therein unless and until he proves the ownership interest is his separate property or proves the validity of the "antenuptial agreements ... opted out of the community property regime". Further, MS. SANTILLO alleges that even if MR. SANTILLO proves the ownership interest is his separate property, she is entitled to distributions due to his promise of thirty-seven and five tenths (37.5%) percent ownership to her because of her labor, skill and industry. Finally, MS. SANTILLO alleges that the Affidavit executed by MR. SANTILLO on January 9, 2009, reflects this promise.

On February 26, 2014, MR. SANTILLO filed an answer to MS. SANTILLO's amended petition to enforce contract. In his answer, MR. SANTILLO admits he acquired an interest in Jolie's Louisiana Bistro during the marriage but denies there is a community property regime between the parties. MR. SANTILLO also alleges that in 2009, MS. SANTILLO was presented with an opportunity to execute assignments of the interest in Jolie's referred to in the Affidavit, but refused to execute the documents, thereby rejecting the offer to transfer said interest. Thus, MR. SANTILLO alleges,

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