HOMER FOUQUIER JR INDIVIDUALLY AND AS TRUSTEE OF THE STONEHAVEN CLASS MEMBERS VOTING TRUST v. STONEHAVEN ON THE RIVER OWNERS ASSOCIATION INC AND STONEHAVEN DEVELOPMENT (2025)

In this homeowners’ association case, the Class B shareholder, the developer of a residential subdivision, appeals a declaratory judgment that converted its shares to Class A shares. We affirm the judgment of the trial court.

FACTS AND PROCEDURAL HISTORY

In 2003, The Reddoch Development Company, L.L.C. (“Reddoch Development”) purchased five contiguous tracts of land (“the parent tract”) from various individuals in Lafayette Parish. With the goal of subdividing the parent tract in multiple phases to form a residential subdivision, Reddoch Development formed Stonehaven Development, L.L.C. (“Stonehaven Development”), a limited liability company solely owned by Reddoch Development. Over the years, Reddoch Development subdivided the parent tract in multiple phases to form a residential subdivision, Stonehaven On The River (“the Subdivision”).

On February 22, 2005, Stonehaven On The River Owners’ Association, Inc. (“the Association”), a non-profit corporation, was created by Stonehaven Development. Article 3 of the incorporation document provides two classes of voting membership—Class A, consisting of all lot owners, except the incorporator, who will each have one vote; and Class B, the incorporator, who will have five votes for each lot it owns. This document provides rules for the length of time the Class B voting member retains its five votes per lot owned and that only Stonehaven Development may be a Class B member.

Contemporaneously with the incorporation of the Association, Stonehaven Development formally established restrictions, covenants, servitudes and obligations for the Subdivision (“the Act of Declaration”), complete with various definitions for use in the Act of Dedication. In the Act of Declaration, it is stated that “[t]he purpose of Stonehaven Development in developing [the Subdivision] is to create a place for a traditional neighborhood, one which embraces South Louisiana regional character homes together with a mix of Scottish and other European Country houses.” The Act of Dedication further stated, in pertinent part:

Stonehaven Development has created a non-profit corporation to serve as an entity for the use of future homeowners in the [S]ubdivision and its subsequent phases to manage and maintain the green areas and any other property which may be acquired or leased by the corporation for the common benefit of the owners[.]

Additionally, among the items addressed in the Act of Dedication is a detailed description of membership qualifications, a description of the Class A and Class B voting members, and specific definitions.¹

In early 2005, construction of the streets, drainage, utilities, and accessory work for the initial phase of the Subdivision was completed, and Reddoch Development obtained approval from the Lafayette Planning Commission (“the Planning Commission”) of the final plat for the property drawn for the initial phase. On February 22, 2005, Reddoch Development transferred the property that formed the first phase of the Subdivision to Stonehaven Development. Contemporaneously with that transfer, Stonehaven Development filed the Act of Dedication establishing the restrictions, covenants, servitudes, and obligations for the Subdivision.

Additional phases of the Subdivision were made in 2010, 2013, and 2014, namely, Thanestone Village Phase 3 (2010), Stonehaven on the River Thanestone Village Phase IV (2013), Stonehaven on the River Thanestone Village Phase 5-A (2014), and Stonehaven on the River Thanestone Village Phase 5 (2014). Each of these phases proceeded in the same way as the initial phase: (1) the submission of a preliminary plat to the Planning Commission by Reddoch Development;² (2) approval of the Final Plat was obtained from the Lafayette Planning Commission; (3) transfer of ownership of the affected property from Reddoch Development to Stonehaven Development; and (4) the filing of supplemental dedication by Stonehaven Development of additional lots to the Subdivision and subjecting them to the restrictions specified in the Act of Dedication.

On January 2, 2020, Reddoch Development filed an application to the Planning Commission for preliminary approval of Stonehaven on the River Thanestone Village Phase 6 (“Phase 6”) to subdivide 11.52 acres into fifty-two residential lots. Connected to the application, Reddoch Development submitted a preliminary plat of the Phase 6 property. On February 17, 2020, the Planning Commission approved the preliminary plat for Phase 6; this preliminary approval was valid for twenty-four months, ending on February 17, 2022. On January 20, 2022, Reddoch Development requested a twelve-month extension of the preliminary approval for Phase 6; the Lafayette Planning Commission approved the extension to February 21, 2023. After Reddoch Development requested another twelve-month extension, the request was denied on March 22, 2023, at a public hearing.

On June 1, 2023, Reddoch Development resubmitted the preliminary site plan application for Phase 6 to the Planning Commission. And, on July 17, 2023, after considering Reddoch Development's latest submission, the Planning Commission approved the preliminary plat for Phase 6.

On June 9, 2023, Stonehaven Development filed a “Supplemental Declaration of Stonehaven On The River Subdivision [Phase 6]” in the conveyance records of Lafayette Parish for Stonehaven on the River Culloden Village Phase 6 consisting of Lots T145–T196. Recited in the Supplemental Declaration are the following: (1) a specific reference to the original Act of Dedication recorded on February 22, 2005, under Entry No. 2005-0716 “wherein Stonehaven Development dedicated certain roads and easements and established certain restrictive covenants for the benefit of [the Subdivision]”; (2) a comment that it relied on “the preliminary plat dated May 2, 2023, prepared by Michael P. Guidry, Inc.” and attached it as an exhibit, declaring that it was “an additional portion of its property”; and (3) a declaration that it “now wishes to have annexed to, and include and otherwise incorporate within [the Subdivision], those portions of its property that are shown on the Phase 6 Plat[.]”

On September 19, 2023, Homer J. Fouquier, Jr. (“Fouquier”), a resident of the Subdivision, instituted this action, individually and as trustee of the Stonehaven Class A Members Voting Trust (“the Trust”).³ As pertinent to the judgment now at issue in this appeal,⁴ Fouquier's petition requested a declaratory judgment seeking the determination of the voting rights of the Subdivision members in the Association.

Thereafter, on August 22, 2024, Reddoch Development executed an “Act of Ratification and Acceptance by The Reddoch Development Company, L.L.C.” that was filed in the conveyance records of Lafayette Parish on June 9, 2023, by Stonehaven Development. In its ratification, Reddoch Development stated:

That [Reddoch Development] fully ratifies and confirms all acts taken by [Stonehaven Development] in the Supplemental Declaration and does by these presents declare that [Stonehaven Development] was acting as the wholly owned subsidiary and agent of [Reddoch Development] in executing the Supplemental Declaration. [Reddoch Development] did further declare that its wholly owned subsidiary and agent, [Stonehaven Development], was fully authorized and empowered to execute the Supplemental Declaration on behalf of [Reddoch Development]. Further, [Reddoch Development] does by these presents confirm that the property described on Exhibit A to the Supplemental Declaration is restricted and/or encumbered to the same extent as if the Supplemental Declaration was executed by Jeffrey A. Reddoch in the capacity of Manager of [Reddoch Development].

In due time, the parties submitted this matter on Fouquier's remaining claim for declaratory judgment, seeking a declaration that Stonehaven Development's Class B shares in the Association had been converted to Class A shares. Prior to submission to the trial court for determination, the parties submitted a Joint Stipulation of Undisputed Material Facts and a Joint Stipulation of Facts (the “Joint Stipulation”), including Joint Exhibits 1 through 27. As noted by the trial court:

Under Joint Stipulation 62, the parties agreed and stipulated that if the applications of [Reddoch Development] and actions of the Lafayette Planning Commission as detailed in Joint Stipulations 41 through 53 did not have the effect of providing an additional 260 Class B votes (52 lots x 5 votes) of the HOA[,] there are presently more Class A votes of the HOA being in existence than Class B votes of the HOA being in existence.

Under Joint Stipulation 63, the parties agreed and stipulated that if the applications of [Reddoch Development] and actions of the Lafayette Planning Commission as detailed in Joint Stipulations 41 through 58 did have the effect of providing an additional 260 Class B votes (52 lots x 5) of the HOA, there are presently more Class B votes of the HOA in existence than Class A votes of the HOA being in existence.

After considering the Joint Stipulation and the written and oral arguments of counsel, the trial court ruled in favor of Fouquier, finding that “the applications of Reddoch Development and the actions of the Lafayette Planning Commission ․ did not avoid conversion of Stonehaven Development's Class B shares in the [Association] to Class A shares.” Therefore, it entered judgment against Stonehaven Development and the Association “declaring that there are presently more Class A votes of the [Association] being in existence than Class B votes of the [Association] being in existence for purposes of voting for the next election and all elections thereafter.”

Stonehaven Development ⁵ suspensively appealed the trial court's judgment.

APPELLANT'S ASSIGNMENTS OF ERROR

1. The trial court erroneously granted judgment in favor of Homer J. Fouquier, Jr., ignoring or negating the clear language of the [the Association's] Articles of Incorporation.

2. The trial court erred in opining that the application made to the Lafayette Planning Commission for the development of Phase 6 of Stonehaven on the River did not create any “lots” under the Declarations and applying that opinion to a determination of the rights of the Class B stockholder.

APPELLANT'S ARGUMENT

Stonehaven Development argues that the Joint Stipulation provided evidence that established it took all the necessary steps to develop additional phases of the Subdivision, including Phase 6, required to create additional Class B shares. Particularly, Stonehaven Development points out that Reddoch Development filed a preliminary site plan for Phase 6 of the Subdivision with the Lafayette Planning Commission. It argues that filing and the approval of the preliminary plat effectively provided 260 Class B votes (fifty-two lots in Phase 6 x five votes) in the Association. Accordingly, it contends that there were at that time and today more Class B votes of the Association in existence than Class A votes. Therefore, it contends that on de novo review, this court should reverse the trial court judgment.

APPELLEES’ POSITION

Fouquier, individually and as trustee of the Stonehaven Class A members of the voting trust, advances six arguments in support of the trial court's declaratory judgment. First, he contends that it is undisputed that Reddoch Development never filed a final plat for Phase 6 for consideration by the Planning Commission. Second, as stated in the Joint Stipulation, he contends that it is undisputed that, contrary to the earlier developmental stages of the Subdivision, Reddoch Development never transferred ownership of the Phase 6 lots to Stonehaven Development, and on June 9, 2023, when Stonehaven Development filed its supplemental declaration of the Subdivision for Phase 6, it did not own the fifty-two lots comprised in Phase 6. Third, if there is any ambiguity in the documents that created the two class designations, that ambiguity must be construed against the entities that drafted the document(s), Reddoch Development and Stonehaven Development. Fourth, Fouquier asserts that the trial court properly determined that the Planning Commission's rejection of the preliminary Phase 6 plat on March 20, 2023, prevented Stonehaven Development's retention of its Class B majority membership. Fifth, considering that the purpose of the Association was the maintenance of the Subdivision's common areas, Reddoch Development, the owner of the Phase 6 lots, never paid dues on those lots. And sixth, Fouquier contends that Louisiana public policy favors lot owner control over homeowner associations, and any doubt under the binding contracts between the individual resident homeowners and the subdivision developers must favor the lot owners.

STANDARD OF APPELLATE REVIEW

Normally, when the trial court must find the facts, the proper allocation of trial and appellate court functions requires deference to the fact finder. See Shephard v. Scheeler, 96-1690, 96-1720 (La. 10/21/97), 701 So.2d 1308, and Virgil v. Am. Guarantee & Liab. Ins. Co., 507 So.2d 825 (La.1987).

Here, this case comes to us solely with written stipulations, twenty-six written document exhibits, and no deposition testimony. Thus, not only are the material facts undisputed in this case, but all the facts are undisputed. Under this scenario, we find that de novo review is proper. Contrast with Virgil, 507 So.2d 825, and Johnson v. Foret, 13-446 (La.App. 3 Cir. 6/18/14), 146 So.3d 614.

ANALYSIS

In Prejean v. Guillory, 10-740, pp. 6–7 (La. 7/2/10), 38 So.3d 274, 279, the Louisiana supreme court stated:

“[W]hen a contract can be construed from the four corners of the instrument without looking to extrinsic evidence, the question of contractual interpretation is answered as a matter of law.” Sims v. Mulhearn Funeral Home, Inc., 07–0054, p. 10 (La.5/22/07), 956 So.2d 583, 590. “Interpretation of a contract is the determination of the common intent of the parties.” La.Civ.Code art. 2045. The reasonable intention of the parties to a contract is to be sought by examining the words of the contract itself and not assumed. Sims, 07–0054 at p. 7, 956 So.2d at 589; McConnell v. City of New Orleans, 35 La. Ann. 273 (1883). “When the words of a contract are clear and explicit and lead to no absurd consequences, no further interpretation may be made in search of the parties’ intent.” La.Civ.Code art. 2046. Common intent is determined, therefore, in accordance with the general, ordinary, plain and popular meaning of the words used in the contract. Louisiana Ins. Guar. Ass'n v. Interstate Fire & Cas. Co., 93–0911, p. 5 (La.1/14/94), 630 So.2d 759, 763.

In Claitor v. Delahoussaye, 02-1632, p. 11 (La.App. 1 Cir. 5/28/03), 858 So.2d 469, 478, writ denied, 03-1820 (La. 10/17/03), 855 So.2d 764, the court further stated:

To determine the meaning of words used in a contract, a court should give them their generally prevailing meaning. LSA–C.C. art. 2047. If a word is susceptible to different meanings, it must be interpreted as having the meaning that best conforms to the object of the contract. LSA–C.C. art.2048. A provision susceptible of different meanings must be interpreted with a meaning that renders the provision effective, and not with one that renders it ineffective.

Finally, when a trial court's interpretation of a contract's language is not based upon any factual findings, the appellate court conducts a de novo review of the record. La. Energy Gateway LLC v. ETC Texas Pipeline, Ltd., 25-31 (La.App. 3 Cir. 10/1/25), --- So.3d --- (2025 WL 2785669); Van Mol v. Beasley, 15-869 (La.App. 3 Cir. 2/3/16), 184 So.3d 280.

The analysis of this case begins with the interpretation of the provisions relating to Class A and Class B shares in the Association's articles of incorporation and the Association's Act of Dedication. These documents contain similar provisions, which guide and enlighten our de novo review of the question before us.

The Association's articles of incorporation state, in pertinent part:

Class B: The Class B member is the incorporator, [Stonehaven Development]; the said Class B Member shall be entitled to five (5) votes for each Lot owned by it in [the Subdivision]. The Class B membership of incorporator, [Stonehaven Development], shall cease and be converted to Class A membership within ninety (90) days from the first to occur of following:

(a) one hundred eighty (180) days after the date as of which the total votes outstanding in the Class A membership equal the total votes outstanding in the Class B membership, but only if a site plan proposing the inclusion in [the Subdivision] of additional property eligible for inclusion in [the Subdivision] pursuant to a Supplemental Declaration is not offered to the Planning Commission for the Consolidated Government for the City and Parish of Lafayette within said one hundred eighty (180) day period that would add sufficient new Lots to the Class B membership to retain a majority of the votes[.]

A similar provision in the Act of Dedication states:

Class B: There shall be one (1) Class B member of the Association and that Class B Member shall be Stonehaven Development. Stonehaven Development, as the Class B Member, shall be entitled to five (5) votes for each Lot owned in [the Subdivision]. The Class B membership shall cease and be converted to Class A membership no earlier than five (5) years after the date of recordation of this Declaration with the Clerk of Court (except with the express written consent of Stonehaven Development), but thereafter such Class B membership shall terminate ninety (90) days after the first to occur of the following:

(a) one hundred eighty (180) days after the date as of which the total votes outstanding in the Class A membership equal the total votes outstanding in the Class B membership, but only if a site plan proposing the annexation or inclusion into [the Subdivision], as a new phase of development of the Stonehaven Development's Property or of additional property eligible for annexation and inclusion into [the Subdivision] pursuant to the Declaration, is not offered to the Planning Commission for the Consolidated Government for the City and Parish of Lafayette within said one hundred eighty (180) day period, and which site plan if and when approved will add sufficient additional Lots to those Lots that will then be owned by Stonehaven Development so that Stonehaven Development will then, following the approval of such proposed site plan, and the filing of a Supplemental Declaration, still own a majority of the Lots in [the Subdivision.]

Both the articles of incorporation and the Act of Declaration establish four elements that must be met to preclude conversion of the Class B shares to Class A shares: (1) a site plan must be presented within one hundred eighty days after the date as of which the total votes outstanding in the Class A membership equaled the total votes outstanding in the Class B membership; (2) the site plan must include additional property eligible for inclusion in the Subdivision or, as provided in the Act of Declaration, additional property eligible for annexation and inclusion into the Subdivision; (3) the site plan must be offered to the Planning Commission; and (4) the site plan must add sufficient lots to the Class B membership to retain a majority of the votes. In addition, the following two elements, neither of which are disputed, must be shown: (i) the addition of the lots proposed in the preliminary plat are sufficient to maintain the Class B membership's majority of the votes; and (ii) the proposed property constitutes a new phase of development of the Subdivision or is additional property eligible for annexation into the Subdivision.

The Joint Stipulation establishes the following chronology:

1. On January 2, 2020, Reddoch Development submitted an application to the Planning Commission for Preliminary Plat Approval on Phase 6 of the Subdivision; attached thereto was a Preliminary Plat of the Phase 6 property. On February 17, 2020, the Planning Commission approved the Preliminary Plat for Phase 6 for twenty-four months, ending on February 17, 2022.

2. On February 21, 2022, the Planning Commission granted Reddoch Development's request for a twelve-month extension to February 21, 2023.

3. On February 10, 2023, Reddoch Development requested another twelve-month extension. On March 20, 2023, the Planning Commission denied the request at a public meeting.

4. On June 1, 2023, Reddoch Development resubmitted an application for the approval of the Preliminary Plat for Phase 6 of the Subdivision. The Planning Commission approved that application on July 17, 2023.

Based upon this chronology, Stonehaven Development, relying on Reddoch Development's preliminary plat filing, argues that it has complied with the voting rights provisions of the Association specified in the incorporation documents and the Act of Dedication sufficient to maintain its Class B membership and to retain its majority of the votes. Contrary to that assertion, Fouquier argues that Reddoch Development's reliance on a preliminary plat is insufficient and that only a final plat for Phase 6 will extend its Class B shares.

After reviewing Article 3 of the Association's incorporation document and Article 6, ¶6.6 of the Act of Dedication, both of which address when a new phase of development for the Subdivision can extend Class B membership, we find ambiguity in both documents because they utilize the term “site plan” without any specificity to it having to be a preliminary or final plat submission.

“[T]he determination of whether a contract is clear or ambiguous is also a question of law.” Landis Constr. Co., L.L.C. v. St. Bernard Par., 14-96, p. 5 (La.App. 4 Cir. 10/22/14), 151 So.3d 959, 963, writ denied, 14-2451 (La. 2/13/15), 159 So.3d 467. Likewise,“[i]t is axiomatic that courts construe ambiguities of an agreement against the drafter of an agreement.” Robinson v. Robinson, 99-3097, p. 18 (La. 1/17/01), 778 So.2d 1105, 1122.

As provided in La.Civ.Code art. 2050, “[e]ach provision in a contract must be interpreted in light of the other provisions so that each is given the meaning suggested by the contract as a whole.” Several elements of the articles of incorporation for the Association shed light on what would trigger an extension of the Class B votes. Initially, we note that the articles talk about “a site plan proposing the inclusion in [the Subdivision] of additional property eligible for inclusion in [the Subdivision.]” (Emphasis added). It also speaks about the site plan that “would add sufficient new Lots to the Class B membership.” (Emphasis added). Even though both provisions in the articles of incorporation indicate that a preliminary plat may suffice, neither one provides a definitive answer.

In that instance, La.Civ.Code art. 2053 provides that “[a] doubtful provision must be interpreted in light of the nature of the contract, ․ the conduct of the parties before and after the formation of the contract, and of other contracts of a like nature between the same parties.”

The Act of Dedication, enacted on the same date as the Association's incorporation, provides the following definition (emphasis added):

1.27. “Subsequent Phase” shall mean and refer to any future phase of residential subdivision development by Stonehaven Development or its successors that is an addition to or extension of the Subdivision or an earlier Subsequent Phase thereof, as shown on a final plat of survey of the Subsequent Phase prepared by a registered land surveyor or registered engineer, duly approved by the appropriate governmental bodies and filed for registry with the Clerk of Court, and which future phase is declared by Stonehaven Development to be a Subsequent Phase or extension of the Subdivision in an act filed of record with the Clerk of Court.

In light of this definition provided by the Association's Act of Dedication, it is clear that the creation of a “subsequent phase” requires that an addition or extension of the Subdivision be: (a) shown on a final plat of survey; (b) approved by the appropriate governmental bodies and filed for registry; and (c) declared by Stonehaven Development to be a subsequent phase or extension of the Subdivision in an act filed of record. Clearly, the Stipulated Facts do not show that these elements have been established. Therefore, we find no merit to the contention of Stonehaven Development that the filing of the preliminary plat was sufficient to maintain its majority Class B shares.

Furthermore, we observe that even if a final plat had been filed, it must be shown that the provisions of Article 14 of the Association's incorporation documents were also met. Article 14 states (emphasis added):

Future Additions to Stonehaven On The River

In the event additional immovable property is added to Stonehaven On The River through the filing of Supplemental Declarations, as provided for in the [Act of] Declaration, then the Owners of Lots in each such additional Phase, if any, as they are dedicated shall become either Class A members or a Class B member of the Association under the rules set out in Article 3 above, provided that only Stonehaven Development, L.L.C. may be a Class B member.

As shown in the Stipulated Facts, it is undisputed that Reddoch Development still owned the fifty-two lots which made up the Phase 6 property, and it had not yet transferred ownership of those lots to Stonehaven Development.

DECREE

For the foregoing reasons, we affirm the judgment of the trial court. Costs of this appeal are assessed to Stonehaven Development.

AFFIRMED.

FOOTNOTES

1.   Although this provision is like that found in the Association's incorporation document, the two are not identical. Despite that, it is noteworthy that these documents are basically the same and do not present conflicting provisions. Both provisions will be detailed later in this opinion.

2.   Even though the Joint Stipulations and the Exhibits do not reference preliminary plats, the Development Code of the Lafayette City-Parish Consolidated Government provides for a two-step review of a subdivision plat, a preliminary plat and a final plat. Lafayette City-Parish Consolidated Government Code of Ordinances, § 89-55(b)(2) and (3). “Preliminary plat approval is required for all unplatted property that has not been approved by the appropriate Planning and Zoning Commission or before a building permit can be obtained. Preliminary plat approval is required before a final plat is submitted.” Id. § 89-57(a).

3.   On July 24, 2023, Fouquier and certain Class A members created a voting trust agreement. In the parties’ Joint Stipulations, it is stated that “[t]he Stonehaven Class A Members Voting Trust is a proper party to bring and maintain this action.”

4.   Fouquier's action also included a Petition for Writs of Mandamus and Quo Warranto, a Request for Temporary Restraining Order and Preliminary Injunction. These matters were resolved through the entry of a Consent Order to Maintain Status Quo Ante signed by the trial court on February 28, 2024.

5.   Although judgment was rendered against Stonehaven Development and the Association, only Stonehaven Development appealed the trial court judgment.

JONATHAN W. PERRY JUDGE