ON LEONG CHINESE MERCHANTS ASSOCIATION v. AKM ACQUISITIONS AARON MOTWANI MARCUS GUSTI CHIU HON LEE KAM WONG HAIWEI ZHANG KAM WAN CHAN AND CHAN KIM FAI (2025)

This case involves the sale of immovable properties in the French Quarter and Kenner, Louisiana (the “properties”). In an Act of Sale on November 29, 2012, plaintiff/appellant, On Leong Chinese Merchants Association (“New Orleans On Leong”), sold the properties to defendant, AKM Acquisitions, L.L.C. (“AKM”). Defendant, Aaron K. Motwani (“Mr. Motwani” or “Aaron Motwani”), is the principal of AKM. Defendant, Marcus L. Giusti (“Mr. Giusti”), acted as the closing attorney and notary at the Act of Sale.

On December 10, 2012, New Orleans On Leong filed a lawsuit against AKM, Mr. Motwani, and Mr. Giusti, claiming damages resulting from the alleged fraudulent transfer of the properties. New Orleans On Leong later added Chiu Hon Lee, Kam Wong, and Hai Wei Zhang as defendants, asserting that these additional defendants engaged in fraud and criminal conspiracy to knowingly usurp New Orleans On Leong of ownership of the properties.

After twelve years of litigation, the district court presided over a ten-day jury trial from May 6 to May 17, 2024. The jury rendered a verdict in favor of defendants/appellees, and against plaintiff/appellant, New Orleans On Leong. The district court adopted the jury's verdict and rendered judgment on May 17, 2024 in favor of the defendants, dismissing with prejudice all claims against the defendants. The district court subsequently granted motions to tax costs filed by defendants, AKM, Mr. Motwani, and Mr. Giusti, on November 21, 2024.

New Orleans On Leong appealed, seeking a reversal of the jury verdict and the district court's judgment adopting the jury's verdict. New Orleans On Leong also filed a supplemental appeal of the district court's judgments awarding costs in favor of AKM, Mr. Motwani, and Mr. Giusti. The two appeals were consolidated.

For the following reasons, we affirm the judgments of the district court.

Facts and Procedural History

1. Summary of the Purchase and Sale of the Properties

The focus of this litigation involves the sale of properties at 530-534 Bourbon Street in the French Quarter and 3201 Georgia Avenue in Kenner by New Orleans On Leong to AKM on November 29, 2012. Chiu Hon Lee executed the closing documents on behalf of the seller, New Orleans On Leong, while Mr. Motwani executed the closing documents on behalf of the purchaser, AKM. Mr. Giusti acted as the closing attorney and notary.

The buyer and the seller both signed the buyer's settlement statement and the seller's settlement statement at or prior to the closing. The sale documents and a document entitled “Unanimous Consent of the Directors of New Orleans On Leong Chinese Merchants Association” (the “Unanimous Board Consent”) were recorded the same day on November 29, 2012 in Orleans and Jefferson Parishes.

2. The plaintiff, New Orleans On Leong

Plaintiff's full name is “On Leong Chinese Merchants Association a/k/a On Leong Chinese Merchants Charitable Association” (hereinafter “New Orleans On Leong”). The company is a nonprofit Louisiana corporation that operates on a membership (non-stock) basis. New Orleans On Leong is a local chapter of a national association entitled “United States On Leong/Chinese Merchants Association” (hereinafter “National On Leong”) and is similar to a fraternal organization. To become a member, a person must be of Chinese heritage and be nominated by a current member.

Harvard Tang was the general secretary of National On Leong from 2008 to 2013, and president from 2018 to 2023. He has been a member of the New York headquarters chapter of the National On Leong association since 1987. He testified that National On Leong is a national organization with a hierarchical structure. The organization is structured into four levels: National, New York headquarters, local chapters, and branches. Membership is unified at the National level, meaning that individuals are members of the National organization and their local chapter. National On Leong has bylaws that have been in effect since 2001, which govern all local chapters. Mr. Tang testified that National On Leong is responsible for overseeing the real property management of all chapters. Further, according to the National On Leong bylaws, the real properties of all chapters “shall” be registered in the name of National On Leong.

Mr. Tang testified that the local chapters, including New Orleans On Leong, are required to follow the National On Leong bylaws, and are not supposed to have their own bylaws. National On Leong has the authority to appoint officers for local chapters, which authority has been exercised by the National president for New Orleans On Leong. National On Leong requires local chapters to submit 5% of their rental income to the National Real Property Management Board, but New Orleans On Leong did not comply with this requirement while Mr. Tang was the general secretary. Contrary to the National On Leong bylaws, the properties owned by New Orleans On Leong were not registered in the name of National On Leong but instead were registered to New Orleans On Leong.

On September 10, 2007, New Orleans On Leong executed an Amendment to the Articles of Incorporation of New Orleans On Leong, which provided in Paragraph 8 that all property acquired by New Orleans On Leong shall be titled in the name of, and owned by, New Orleans On Leong (the “2007 Amended Articles”). Mr. Tang testified that he had no record that National On Leong ever approved the 2007 Amended Articles, which were contrary to the National On Leong bylaws.

Mr. Tang testified that on November 19, 2012, National On Leong suspended Chiu Hon Lee from being the president of New Orleans On Leong and also from membership in New Orleans On Leong. The president of National On Leong told him that New Orleans On Leong tried to hold a meeting of the board of directors, but the president, Chiu Hon Lee, would not let the members of the board go into the meeting. The suspension was reflected in minutes of National On Leong dated November 19, 2012. Mr. Tang stated that after the suspension, he sent notice of the suspension by mail and by fax to New Orleans On Leong. There is no notice of the suspension in the record though.

3. AKM Discovers Property on Bourbon Street may be for Sale

Steven Tan testified that he worked as a general manager for a jewelry store franchise in New Orleans; Mr. Motwani was the landlord at one of the locations that he managed. During this time, he and Mr. Motwani became friends.

According to Mr. Tan, a business associate of his, Hai Wei Zhang, called to tell him that there was an opportunity to purchase property in the French Quarter and wanted to know if he knew of anyone interested. Mr. Tan had business dealings with Hai Wei Zhang in connection with importing manufactured costume jewelry from China. Sometime after receiving the call, Mr. Tan relayed this information to Mr. Motwani, telling him that there was a seller looking for a buyer of a French Quarter property. Mr. Motwani was interested, so Mr. Tan facilitated a meeting between Hai Wei Zhang and Mr. Motwani to discuss the property. Hai Wei Zhang also requested a finder's fee. Mr. Tan attended the meetings and the closing of the sale of the properties as a translator between the parties because Mr. Motwani did not speak Chinese.

Mr. Motwani's testimony was very similar to Mr. Tan's. Mr. Motwani testified that he and his family have been engaged in the acquisition and development of New Orleans real estate, and in particular properties and businesses in the French Quarter, for decades. He also testified that Mr. Tan, an associate of his, called him about a potential property for sale at 530 Bourbon Street. Mr. Motwani stated that Hai Wei Zhang contacted Mr. Tan about a property that some people he knew were looking to sell in New Orleans. Mr. Motwani testified that Mr. Tan facilitated the deal, but for the most part, simply acted as the translator between Mr. Motwani and the seller. The seller was New Orleans On Leong.

4. Negotiating the Deal

A number of meetings were held at the office of Mr. Giusti, AKM's attorney, to discuss the potential deal.

Mr. Tan testified that at the first meeting, Mr. Motwani, Hai Wei Zhang, Chiu Hon Lee, Kam Wong, Mr. Giusti, and he, were present. New Orleans On Leong was represented by Chiu Hon Lee as president and Kam Wong as secretary. Mr. Tan acted as the translator. Mr. Tan stated that there was a lot of “back and forth” between the purchaser's side and the seller's side, but no agreement was reached at the first meeting. Mr. Tan could not remember at which meeting the subject of a finder's fee was first raised, but Hai Wei Zhang requested a finder's fee if the sale went through.

Mr. Motwani testified consistently with Mr. Tan that on November 13, 2012, the day of the first meeting with the parties to discuss a potential deal, New Orleans On Leong was represented by Chiu Hon Lee as president and Kam Wong as secretary. The meeting was held at the office of Mr. Giusti, AKM's attorney. Mr. Motwani had never met Chiu Hon Lee, Kam Wong, or Hai Wei Zhang before. Mr. Motwani testified that Hai Wei Zhang asked for a finder's fee to be paid because he had introduced the two parties. Mr. Motwani further stated that he, on behalf of AKM and through Mr. Tan as the translator, negotiated the sale with Kam Wong and Chiu Hon Lee. Mr. Motwani testified that the finder's fee was part of ongoing negotiations until the actual closing. Mr. Motwani testified that on the day of the first meeting with the parties, AKM was willing to pay $2.8 million dollars for the properties, which consisted of $1.8 million dollars to New Orleans On Leong and a million-dollar finder's fee to Hai Wei Zhang.

Chiu Hon Lee did not testify at the trial. However, in his affidavit, which was admitted at trial, he testified that at the initial meeting in November 2012 regarding the sale of the properties, he “told everyone that [he] was President of the On Leong Chinese Merchants Association in New Orleans, and that [he] had the authority to sell the Property to AKM.”

Kishore (“Mike”) Motwani (“Mike Motwani”) is the father of Aaron Motwani. He testified that he and his family have been involved in the property business with a particular focus on commercial property in the French Quarter and the Central Business District for many years and that Mr. Giusti handles all of his closings. He further testified that properties in the French Quarter are unique to all properties in America, and that the values appreciate “every day.” He advises his son, Mr. Motwani, about business. He stated that his son approached him about the Bourbon Street property at issue and wanted his advice. Mike Motwani's initial reaction was that it was not a good investment. But after crunching the numbers, he told his son that he should buy it for his family with a long term, distant horizon viewpoint. He testified that the sellers of this property wanted to close “now”, “immediately”, so he and his son said “OK, no problem,” and arranged to get financing. Mike Motwani testified that he and his son did not know why the sellers wanted to close right away, and that “[n]obody can figure out what the seller's intent is. The seller dictates the terms and conditions and the time they want to close, and we are in the business of buying properties. That's all we do.” His son, Mr. Motwani, told him that the sellers wanted a finder's fee. He told his son that they wanted the property, and they would do whatever the seller wanted.

5. AKM's Attorney, Mr. Giusti, Makes Preparations for the Sale

Mr. Giusti testified that in 2012, he had been a practicing lawyer primarily specializing in commercial real estate transactions for about thirty-four years. In early November 2012, he was contacted by an employee of one of his clients, Mike Motwani's businesses, who said that Aaron Motwani and/or Mike Motwani were interested in learning about some property that they might be able to acquire. He was asked to do a basic search on the property to determine who owned it, and whether or not the property had recorded leases on it. As a result, he pulled the land records and concluded that it appeared that the property was titled in the name of “On Leong Chinese Merchants Association” or one of the companies’ former names. He said the name of the company had been changed several times. He then ordered a copy of the Louisiana Secretary of State's records for New Orleans On Leong on November 8, 2012.

On November 9, 2012, Mr. Giusti received the Secretary of State's public records for New Orleans On Leong. The Secretary of State's public records identified New Orleans On Leong as a nonprofit corporation. The public records received included an Annual Report for the period ending January 6, 2012, which had been notarized on January 30, 2012 (the “2012 Annual Report”). This report identified Chiu Hon Lee as president and Kam Wong as secretary of New Orleans On Leong. This was a current report. The next annual report was not due until the following January.

The records received also included 2007 Amended Articles of New Orleans On Leong, which had amended Article 4 to provide:

Subject to the other provisions of these Articles of Incorporation, including but not limited to Article VIII, all corporate powers shall be vested in, and the business affairs of the corporation shall be administered, managed and controlled by a board of directors to be composed of the following six (6) members: a) President of Autonomy Assembly; b) President of Joint Election; and c) all four (4) Bon Bon 1 [Inspectors]. ․ Action may be taken by the Board of Directors without a meeting if all six (6) directors consent in writing to the action. When a vote taken by the Board of Directors results in a tie, the matter shall be submitted to the Senate for decision.

Mr. Giusti also determined that the 2007 Amended Articles included a requirement that the local On Leong group (New Orleans On Leong) comply with the bylaws of National On Leong. This included the requirement that property owned by the local group be managed/sold only with the authorization and approval of the National On Leong group.

After Mr. Giusti obtained this preliminary information, he participated in a meeting in his office on November 13, 2012 to discuss the possible sale of the properties at issue. He represented Mike and Aaron Motwani, who were present. The meeting started without him, but during the ten to fifteen minutes he was in the meeting, they first discussed leases on the properties and whether there were any amendments to the leases so that Mike Motwani and Aaron Motwani could make an economic decision on the properties. Mr. Giusti stated that they then talked about who could sell the properties. Chiu Hon Lee, who was present, said that he was the president of New Orleans On Leong and had power to sell the properties.

Mr. Giusti advised that the New Orleans On Leong corporate articles had requirements relating to the National On Leong bylaws that had to first be complied with before any sale could take place. Chiu Hon Lee and Kam Wong stated that New Orleans On Leong was no longer a part of National On Leong. Mr. Giusti testified that after Chiu Hon Lee and Kam Wong said this, he advised them that New Orleans On Leong would then have to amend its articles to reflect this. After the meeting, Mr. Giusti was asked by his clients, Aaron Motwani and Mike Motwani, to draft the necessary documents to complete the sale. He testified that if National On Leong was no longer involved, then New Orleans On Leong would have to amend their articles to get rid of that requirement, and New Orleans On Leong would need a unanimous consent of the directors to authorize somebody to sell.

Thereafter, at the request of his clients, Mr. Giusti prepared some documents in anticipation of the sale, including a draft Resolution of the Members, a draft Articles of Amendment, and a draft Unanimous Board Consent. The documents contained blanks for names and other information that Mr. Giusti did not have because he had no prior involvement with New Orleans On Leong. Mr. Giusti sent the drafts of the documents to his clients, Aaron Motwani and Mike Motwani, and advised them of the procedures that New Orleans On Leong had to follow to have the draft documents completed. He testified that it is very common for closing attorneys to be asked to draft documents to assist with a sale.

Around November 14 or 15, 2012, Mr. Giusti prepared another version of the Unanimous Board Consent that changed the purchase price to $1.8 million and indicated on page 2 that there would be a “significant finders [sic] fee.” Mr. Giusti forwarded the revised version to Mr. Motwani, who passed it on to Mr. Tan, who then passed it on to the sellers of the property, Chiu Hon Lee and Kam Wong, on behalf of New Orleans On Leong.

On November 26, 2012, Mr. Giusti received revised information from Aaron Motwani that the sale would include $1.8 million dollars to New Orleans On Leong for both the Bourbon Street and Kenner properties, $150,000 to Steven Tan for facilitating the deal, and an $800,000 promissory note to be paid in nine months to Tang Ching Lee, for a total price of $2,750,000.

Mr. Giusti stated that on November 27, 2012, in preparation for the upcoming closing, he had his staff prepare a draft of the sale documents pursuant to information from Mr. Motwani. The draft included settlement statements for both the seller and the purchaser, which were to be signed by both parties.

Mr. Giusti testified that the terms for the sale kept changing as the parties continued to negotiate in the days before the closing. On November 28, 2012, Aaron Motwani sent an email to Mr. Giusti advising of changes to the agreement, with $1.8 million dollars to be paid to New Orleans On Leong, $250,000 to be paid to Steven Tan as a finder's fee, and a $730,000 promissory note to be paid in nine months, for a total purchase price of $2,780,000. Mr. Giusti sent the draft of the sale documents to his clients, Aaron Motwani and Mike Motwani, and also forwarded them a corrected promissory note. A short time later that same morning, Aaron Motwani advised Mr. Giusti that there were additional revisions to the sale documents, including the payment of the $250,000 finder's fee to Hai Wei Zhang and not to Steven Tan. One of the email exchanges on November 28, 2012, between Aaron Motwani, Mr. Giusti, and Dean Haines (AKM's banker) stated “I apologize about the confusion but the Seller keeps changing the deal because he is worried about the tax consequences, ․ ”. Mr. Giusti testified that he was still being advised of the evolution of the details of the transaction as much as a day before the closing.

On November 28, 2012, Mr. Giusti finalized a title opinion that he had prepared for the properties, which was necessary to complete the sale. Mr. Giusti determined that there was clear title for New Orleans On Leong to sell the property to AKM.

6. Members of New Orleans On Leong Obtain the Documents Recommended by Mr. Giusti

Stanley Kottemann, Jr. testified that he is an attorney and notary with over forty years of experience, primarily handling traffic tickets and simple notary work. He became acquainted with Kam Wong when Kam Wong came to his office some twenty years previously seeking his assistance with a traffic ticket. He was familiar with New Orleans On Leong through his interactions with Kam Wong, who introduced him to the organization. Mr. Kottemann notarized the 2012 Annual Report and the 2011 Annual Report for New Orleans On Leong. He recognized Mr. Wong's signature as agent for New Orleans On Leong on these reports.

Mr. Kottemann testified that at Mr. Wong's request, he attended a meeting at New Orleans On Leong's Georgia Avenue property in Kenner on November 25, 2012, with approximately 50 individuals. The meeting was conducted primarily in Chinese, so an interpreter was provided for him. Kam Wong presided over the meeting. It was Mr. Kottemann's understanding that New Orleans On Leong would be conducting business. He testified that he personally witnessed what he believed to be a vote of the members of New Orleans On Leong granting Chiu Hon Lee and Kam Wong authority to amend the Articles of Incorporation. After the vote, the vote was memorialized on paper and recorded in a logbook. Mr. Kottemann was then presented with: (1) “Resolution of the Members Amending the Articles of Incorporation,” signed by Kam Wong as secretary on November 25, 2012, and (2) “Articles of Amendment to Articles of Incorporation” of New Orleans On Leong dated November 25, 2012 (the 2012 Amended Articles”). He stated that he notarized the 2012 Amended Articles, which were signed by Chiu Hon Lee as president, and by Kam Wong as secretary, and also contained an Acknowledgment signed by Chiu Hon Lee and Kam Wong as witnesses.

7. The Closing on November 29, 2012

The closing occurred on November 29, 2012. Those present included: Chiu Hon Lee, Kam Wong, Hai Wei Zhang, Steven Tan, Aaron Motwani, Mike Motwani, and Mr. Giusti.

Chiu Hon Lee and Kam Wong appeared for New Orleans On Leong. Mr. Giusti testified that he asked them for their identification, and that Chiu Hon Lee and Kam Wong produced driver's licenses, while Hai Wei Zhang produced a passport issued by the country of China.

Aaron Motwani appeared for AKM. He testified that Chiu Hon Lee and Kam Wong brought the documents filled out by New Orleans On Leong to the closing, including the Unanimous Board Consent. Mr. Motwani testified that he trusted Mr. Giusti to comply with any legal requirements for the sale, and to draft and provide the closing documents needed for the sale.

Mr. Giusti testified that Kam Wong presented the Unanimous Board Consent to him at the closing. The Unanimous Board Consent was certified by Kam Wong, and authorized Chiu Hon Lee to convey the properties on behalf of New Orleans On Leong to AKM for $1,800,000 and approved the payment by New Orleans On Leong of a “significant finders [sic] fee” to Hai Wei Zhang.

At the closing, Mr. Giusti was also presented with the documents notarized by Mr. Kottemann:

(1) an executed “Resolution of the Members Amending the Articles of Incorporation” of New Orleans On Leong passed by the members on November 25, 2012 and signed by Kam Wong as Secretary, which amended New Orleans On Leong's Articles of Incorporation to eliminate all references to the requirement passed in 2007 that all property had to be managed in accordance with the Bylaws of the National On Leong; and

(2) “Articles of Amendment to Articles of Incorporation” of New Orleans On Leong, signed by Chiu Hon Lee as President, and Kam Wong as Secretary, with an acknowledgment by Chiu Hon Lee and Kam Wong, and notarized by Mr. Kottemann, which included the same provisions, [referred to as the “2012 Amended Articles.”]

Mr. Giusti relied upon these documents in concluding that the sale could be, and was, approved by unanimous consent of New Orleans On Leong's board.

The Act of Sale was executed before Mr. Giusti as the closing attorney and notary. The Act of Sale was signed by Chiu Hon Lee as president of New Orleans On Leong, and by Mr. Motwani for AKM.

Settlement statements were executed during the Act of Sale and were signed by Chiu Hon Lee as president of New Orleans On Leong and by Mr. Motwani as member/manager for AKM. The seller's settlement statement showed a gross amount due to New Orleans On Leong of $1,800,771.46. It also showed payoffs to Parish National Bank of two notes – one for $567,905.79 and another for $103,331.14, and pro-rated payments of various taxes.

The purchaser's settlement statement showed a sales price of $1,800,000, a finder's fee of $250,000 paid on closing to Hai Wei Zhang, a promissory note to Hai Wei Zhang of $730,000, and various fees and insurance payments.

Mr. Giusti testified that he wanted full disclosure of the transaction, so he had both the buyer and the seller sign both settlement statements. That way everyone would be informed that someone “is getting a pretty hefty fee.”

Following the closing, Mr. Giusti caused the Act of Sale to be recorded in the public records of both Orleans Parish and Jefferson Parish on November 29, 2012. The Unanimous Board Consent was included in the documents filed in the public records.

8. The Unanimous Board Consent

The Unanimous Board Consent contained six signatures from members of New Orleans On Leong who were identified as being on the board of directors: (1) Yen Yu-Yin, (2) Mei Yen, (3) Kim Yen, (4) Chan Kim Fai, (5) Tam Fai Hon, and (6) Wong Yuk Lam. During the trial though, defendants, AKM, Mr. Motwani, and Mr. Giusti, stipulated that these six signatures were not the signatures of the persons they purported to be after information was brought to their attention that the signatures were fraudulent. Additionally, the Unanimous Board Consent includes a “Secretary's Certificate” by Kam Wong, as Secretary, certifying that the six named people were all members of New Orleans On Leong's board of directors.

Mr. Giusti testified that he had no idea who the directors of New Orleans On Leong were, and that when he sent out the draft Unanimous Board Consent, he anticipated that the correct information would be filled in. He said he had no prior experience with New Orleans On Leong, Chiu Hon Lee, or Kam Wong, and that he relied upon the Louisiana Secretary of State's records.

Mr. Motwani testified that at the time of the Act of Sale, he was unaware that the people listed as board members on the Unanimous Board Consent had not actually signed the document, and that everything seemed “perfectly fine” at the closing. He stated that he played no part in obtaining any of the signatures on the Unanimous Board Consent, and that he believed the signatures were obtained by Chiu Hon Lee (president) and Kam Wong (secretary). Mr. Motwani further testified that he relied on Mr. Giusti for the legal services necessary to close the deal, as he had done many times before and after any sale. Upon receiving draft documents from Mr. Giusti, he passed them along to Steven Tan, who passed them on to New Orleans On Leong. He had no part in drafting or revising those documents.

Mr. Giusti, who had been practicing real estate law for approximately 31 years when the transaction at issue was closed, testified that the Act of Sale stands on its own and is effective to transfer title. He stated that the Unanimous Board Consent is attached to the public recording as a matter of custom and to facilitate title examinations going forward, but it is not part of the property sale itself. He testified that recording the Unanimous Board Consent along with the Act of Sale did not make it part of the Act of Sale.

9. Testimony of Peter Title

Peter Title is a practicing real estate attorney and has been a notary since 1975. He is also the author of a two-volume treatise entitled “Louisiana Real Estate Transactions.” Mr. Title was admitted as an expert in real estate transactions, transactional law, real estate law, notarial acts, and real estate closings. He testified that the Louisiana Secretary of State is the official public record of all legal entities. He stated that the first step in determining the identity of officers of a legal entity is to order the complete file from the Louisiana Secretary of State. The public record filed with the Louisiana Secretary of State is the official record of a corporation. The records pulled by Mr. Giusti were certified by the Louisiana Secretary of State as the records of New Orleans On Leong. Further, the public records reflected what New Orleans On Leong certified to the Secretary of State as the identities of its officers for the relevant periods of time. The records obtained by Mr. Giusti included the 2012 Annual Report, which he testified was a current report because it was within nine months of the closing. Mr. Title testified that it was reasonable for Mr. Giusti, AKM's lawyer, to rely upon these records, which indicated Chiu Hon Lee was president and Kam Wong was secretary of New Orleans On Leong in 2012.

Mr. Title further testified that while the Unanimous Board Consent was attached to the Act of Sale, when the sale was recorded in the conveyance records, it is not the Act of Sale. The sale itself is complete without filing the Unanimous Board Consent. He stated that it is custom for exhibits that are attached to sales documents to be placed in between the first and the last page of the Act of Sale so that there is nothing free floating after the signature page. He said it leads to a more integrated document when the first page is first and the signature page is last. He stated that it is a custom to attach consents and corporate resolutions to acts of sale because it allows the person examining title later to see the authority. But it was not necessary for Mr. Giusti to attach the Unanimous Board Consent to the recorded Act of Sale, rather it was a “belt and suspenders” approach.

10. After the Closing on November 29, 2012

On December 10, 2012, shortly after the sale closed, a faction of the members of New Orleans On Leong filed suit as a possessory action against defendants, AKM, Mr. Giusti, and Mr. Motwani, seeking possession of the properties and damages.

11. Testimony of Members of New Orleans On Leong

Several members of New Orleans On Leong testified at the trial. Four members of New Orleans On Leong – Ju Yi Huang, Kwun Yee Wong, Wayne Lee and Johnnie Joe – all testified that when meetings of New Orleans On Leong were held, they received notice of the meetings by telephone, and not in writing. Ju Yi Huang further testified that the members “never vote on anything.” Kwun Yee Wong testified that he was a member for over fifty years and the last time New Orleans On Leong had a meeting of the members was for the election of the president, which was probably in 2019. He never heard about a meeting to approve purchase of property and did not vote to sell the properties at issue. Wayne Lee testified that he never got notice of a meeting of the members to authorize the sale of the properties. Johnnie Joe, a member of New Orleans On Leong for 30 years or more, also testified that he never received notice of a member meeting to vote on the sale of properties, and that he did not vote on the sale of the properties.

All four of these witnesses testified that before the trial, they did not know Mr. Motwani, had not heard of AKM, and had not heard of Mr. Giusti.

12. Testimony of Darry Toy, New Orleans On Leong's Corporate Representative

Darryl Toy was New Orleans On Leong's corporate representative at the trial. He became a member of New Orleans On Leong in 2000. He was also appointed by National On Leong to handle this litigation for National On Leong

He was appointed as the English Secretary of New Orleans On Leong by National On Leong in 2006 or 2007. He was the English Secretary until the election in November or December of 2011, when Chiu Hon Lee became president. He is currently a “bon bon” for New Orleans On Leong, having been appointed to this position by National On Leong. A bon bon is similar to a board member and advises the presidents of the local chapters as to finances, including monitoring the leases and the assets and liabilities of the organization. He became a bon bon around 2014, after the sale of the properties.

Mr. Toy testified that in April 2012, he was suspended from his affiliation with New Orleans On Leong because he had misappropriated New Orleans On Leong funds and used some money from New Orleans On Leong's checking account for personal use. He misappropriated over $300,000 from New Orleans On Leong from 2007 to 2010. On April 12, 2012, he entered into an agreement with members of the board of New Orleans On Leong. In exchange for admitting to owing New Orleans On Leong $213,206.59, he would not face discipline if he paid the money back. The agreement was reduced to writing and signed by him and the board members.

In November 2012, when the sale of the properties took place, he was a member of New Orleans On Leong, but was still suspended. His membership was reinstated in January 2013, after the sale of the properties. Upon being reinstated, he was appointed as secretary to assist in any way that he could with the properties. He initially testified that the conditions of his reinstatement were that he had to pay back all the money that he owed, and that he had to assist with this case. He later testified that when he was reinstated in 2013, there were no conditions. He further stated that his misappropriation of funds had nothing to do with the transaction at issue between Chiu Hon Lee, Kam Wong, and Aaron Motwani.

He testified that Chiu Hon Lee was suspended when the Act of Sale at issue occurred, and that only National On Leong has the power to suspend a member. He had no knowledge as to whether the document that suspended Chiu Hon Lee before the Act of Sale was sent to Mr. Motwani or Mr. Giusti. And he did not know how Mr. Motwani or Mr. Giusti could have known whether Chiu Hon Lee had been removed as president.

Mr. Toy stated that it was customary for New Orleans On Leong to provide notice of meetings by phone. The Chinese secretary and some of the other members would call the members and say there was going to be a meeting.

He was examined about whether New Orleans On Leong observed the corporate formalities. He acknowledged that there were several years when New Orleans On Leong did not have elections for board members. Further, National On Leong is supposed to approve any property sale, mortgage, and lease that a local chapter does, but those formalities were not followed either. In fact, the properties at issue were not listed in the name of National On Leong, and a number of New Orleans On Leong's leases were not listed in National On Leong's name or approved by National On Leong.

Mr. Toy stated that during 2012, he had no knowledge about any plans by Chiu Hon Lee and Kam Wong to sell New Orleans On Leong's properties. He only learned about the sale of the properties to AKM on or about December 5, 2012. He knew nothing about a payoff in this case.

He testified that he had no knowledge that Mr. Motwani or AKM had any information or knowledge that: (1) the individuals who signed the Unanimous Board Consent were not board members at the time of signing of the Act of Sale; (2) unanimous consent was not allegedly given prior to the sale; (3) Chiu Hon Lee was allegedly suspended before the Act of Sale; or (4) Chiu Hon Lee allegedly did not have authority to execute the Act of Sale. He also stated that he had no reason to believe that Mr. Giusti had any knowledge that the Unanimous Board Consent was forged.

13. The Jury Verdict

After twelve years of proceedings in the trial court, a ten-day jury trial was held from May 6 to May 17, 2024. At the conclusion of the trial, the jury answered the interrogatories as follows:

1. Do you find that the plaintiff, On Leong Chinese Merchants Association (hereinafter referred to as “On Leong”), proved by a preponderance of the evidence that there was no corporate authority to execute the November 29, 2012 Act of Sale? NO

2. Do you find that the plaintiff, On Leong, proved by a preponderance of the evidence that Chiu Hon Lee and Kam Wong lacked authority to execute the November 29, 2012 Act of Sale on behalf of On Leong? NO

3. Did AKM Acquisitions, L.L.C, Aaron K. Motwani, and Marcus L. Giusti prove by a preponderance of the evidence that Chiu Hon Lee and/or Kam Wong, had apparent authority to sell the Properties? YES

4. Did AKM Acquisitions, L.L.C, Aaron K. Motwani, and Marcus L. Giusti prove by a preponderance of the evidence that they reasonably relied upon the conduct of On Leong that Chiu Hon Lee and Kam Wong were its authorized officers and AKM changed its position in reliance on On Leong's representations? YES

5. Do you find that the plaintiff, On Leong, proved by a preponderance of evidence that the defendants, AKM Acquisitions L.L.C. and/or Aaron K. Motwani knew or had reason to know that the Unanimous Board Consent was a forgery? NO

6. Do you find that the plaintiff, On Leong, proved by a preponderance of the evidence that the defendant, Marcus L. Giusti knew or had reason to know that the Unanimous Board Consent was a forgery? NO

7. Do you find that the plaintiff, On Leong, proved by a preponderance of the evidence that the November 29, 2012 Act of Sale was a nullity? NO

The verdict form provided that if the jury answered “no” to Interrogatory No. 7, the jury was to sign and date the verdict form and inform the bailiff that a verdict had been reached. Consequently, the jury was not required to, and did not, answer Interrogatories Nos. 8 through 24.

Law and Analysis

A. Standards of Review

A reviewing court may not set aside a trial court or a jury's finding of fact in the absence of manifest error or unless those findings are clearly wrong. Renton Properties, LLC v. 213 Upland, LLC, 23-479 (La. App. 5 Cir. 12/27/24), 410 So.3d 922, 936, writ denied, 25-240 (La. 5/29/25), 409 So.3d 754, and writ denied, 25-281 (La. 5/29/25), 410 So.3d 150; Tripp v. DG Louisiana, LLC, 23-487 (La. App. 5 Cir. 4/24/24), 386 So.3d 1197, 1207. Where there are two permissible views of the evidence, the factfinder's choice between them cannot be manifestly erroneous or clearly wrong. Tripp, 386 So.3d at 1207. A factfinder's decision to credit the testimony of one of two or more witnesses can virtually never be manifestly erroneous or clearly wrong. Id. Where there is a conflict in the testimony, a trial court's reasonable evaluations of credibility and inferences of fact should not be disturbed upon review, even if they differ from those of the appellate court. Id.

Where the trial court makes a legal error that interdicts the fact-finding process, the manifest error standard is no longer applicable, and the appellate court may conduct a de novo review of the record. Renton Properties, 410 So.3d at 936. A legal error occurs when a trial court applies incorrect principles of law, and such errors are prejudicial. Id. Errors are prejudicial when they materially affect the outcome of the trial and deprive a party of substantial rights. Id.

B. Assignments of Error

1. Plaintiff's Assignment of Error Number 1. The Act of Sale is a nullity because New Orleans On Leong did not consent to the Act of Sale.

In its first assignment of error, New Orleans On Leong argues that the Act of Sale is a nullity because New Orleans On Leong did not consent to it. New Orleans On Leong further asserts that the Act of Sale was the illicit product of forgery and bribery, which violated La. R.S. 12:207(D). Consequently, New Orleans On Leong alleges that the sale was made without its consent, which is required for the formation of a contract of sale in accordance with La. C.C. arts. 2439 and 2029. Accordingly, when there is no meeting of the minds between the parties, the contract is void for lack of consent.

Defendants respond that the jury correctly upheld the sale based upon the evaluation of the evidence presented. They also point out that the jury found that New Orleans On Leong failed to prove by a preponderance of the evidence that the Act of Sale was a nullity in Interrogatory No. 7.

A contract is formed by the consent of the parties established through offer and acceptance. La. C.C. art. 1927. Consent of the parties is a requirement for the perfection of a contract of sale. La. C.C. art. 2439. A contract is null when the requirements for its formation have not been met. La. C.C. art. 2029.

Consent is an absolute necessity to the formation of a contract, and “where there is no meeting of the minds between the parties the contract is void for lack of consent.” DePodesta v. Breaux, 12-1594 (La. App. 4 Cir. 5/29/13), 116 So.3d 1017, 1021 (citing Philips v. Berner, 00-103 (La. App. 4 Cir. 5/16/01), 789 So.2d 41, 45, writ denied, 01-1767 (La. 9/28/01), 798 So.2d 119). A contract arises only where both parties thereto have agreed to its terms. J. Caldarera & Co. v. Louisiana Stadium & Exposition Dist., 99-787 (La. App. 5 Cir. 12/15/99), 750 So.2d 284, 288, writ denied, 00-122 (La. 3/17/00), 756 So.2d 1144.

Evidence of New Orleans On Leong's consent to the sale was presented at trial. Specifically, Mr. Motwani testified that he was approached by Mr. Tan about a piece of property in the French Quarter that might be available for sale. After expressing an interest, he, as the representative of AKM, met with Chiu Hon Lee and Kam Wong, who negotiated on behalf of New Orleans On Leong, to discuss the sale of the properties. Mr. Tan acted as a translator. At some point, the parties agreed that AKM would pay New Orleans On Leong $1.8 million dollars for the properties, and that a finder's fee would be paid. It was ultimately negotiated that the finder's fee would be paid to Hai Wei Zhang. At the closing on November 29, 2012, Chiu Hon Lee and Kam Wong represented New Orleans On Leong, while Mr. Aaron Motwani represented AKM.

Mr. Giusti testified that after pulling the Secretary of State's public record for New Orleans On Leong, he confirmed that Chiu Hon Lee was listed as president and Kam Wong was listed as secretary in the 2012 Annual Report. He testified that this report, notarized on January 30, 2012, was current. He also determined that New Orleans On Leong's 2007 Amended Articles included a requirement that New Orleans On Leong comply with the bylaws of National On Leong. This included the requirement that property owned by the local group be managed/sold only with the authorization and approval of the National On Leong group. He stated that he advised Chiu Hon Lee and Kam Wong of this requirement, who then told him that National On Leong was no longer involved with New Orleans On Leong. As a result, Mr. Giusti prepared a draft Resolution of the Members, a draft Articles of Amendment, and a draft Unanimous Board Consent to ensure the separation was properly done.

Mr. Giusti also prepared the closing documents. At the closing, he was given the Unanimous Board Consent, which purported to confer authority on Chiu Hon Lee as president of New Orleans On Leong. Further, Mr. Kottemann testified that he witnessed a meeting of members of New Orleans On Leong at its property on Georgia Avenue at which a vote to approve the sale appeared to take place.

Mr. Title testified that Mr. Giusti was correct in ordering the records of New Orleans On Leong from the Louisiana Secretary of State, and reasonably relied upon these records, including the 2012 Annual Report notarized by Mr. Kottemann on January 30, 2012. The 2012 Annual Report listed Chiu Hon Lee as president and Kam Wong as secretary of New Orleans On Leong. He also testified that the Unanimous Board Consent was not the Act of Sale but was only an attachment to the Act of Sale.

Although New Orleans On Leong interprets the trial testimony differently, where there are two permissible views of the evidence, the factfinder's choice between them cannot be manifestly erroneous or clearly wrong. Tripp, 410 So.3d at 1207.

The fact that the jury answered “no” to Interrogatories No. 1 and 2 finding that New Orleans On Leong failed to prove by a preponderance of the evidence that Chiu Hon Lee and Kam Wong lacked the corporate authority to act on behalf of New Orleans On Leong and execute the November 29, 2012 Act of Sale shows that the jury believed the defendants and their witnesses over the plaintiff and its witnesses. It also shows that the jury rejected plaintiff's theory that defendants AKM and Motwani committed fraud as part of a conspiracy to purchase the properties. Based upon the testimony and evidence discussed above, we cannot say that the jury was clearly wrong. Thus, we find that this assignment of error is without merit.

2. Plaintiff's Assignment of Error Number 2 . The Act of Sale is an absolute nullity because the Act of Sale and the Unanimous Board Consent are forgeries.

In its second assignment of error, New Orleans On Leong argues that the Act of Sale and supporting Unanimous Board Consent were forgeries, rendering the transaction an absolute nullity under Louisiana law. New Orleans On Leong asserts that because the Unanimous Board Consent is a forgery, it did not vest Chiu Hon Lee with any corporate authority to subscribe New Orleans On Leong's name on the Act of Sale. Thus, it contends that New Orleans On Leong's signature on the Act of Sale subscribed by Chiu Hon Lee is likewise a forgery. New Orleans On Leong argues that a forged instrument, even if relied on by an innocent party, cannot effect a lawful transfer of immovable property. New Orleans On Leong further contends that the Act of Sale violates a rule of public order, making it an absolute nullity under La. C.C. art. 2030.

Defendants, AKM, Mr. Motwani, and Mr. Giusti, respond that Mr. Giusti obtained the corporate records of New Orleans On Leong from the Louisiana Secretary of State, confirmed the identities of the individuals executing the Act of Sale, and properly recorded the Act of Sale in the conveyance records of the appropriate parishes. They assert there is no evidence that Mr. Giusti breached the standard of care in his handling of the disputed real estate transaction, and there is no evidence that these defendants knew that the signatures on the Unanimous Board Consent were not the signatures of the people they purported to be.

According to La. C.C. art. 2030: “[a] contract is absolutely null when it violates a rule of public order, as when the object of a contract is illicit or immoral. A contract that is absolutely null may not be confirmed.”

New Orleans On Leong cites the case of Abshire v. Vermilion Parish School Bd., 02-2881 (La. 6/27/03), 848 So.2d 552, where the Louisiana Supreme Court held that a court could consider a seller's corporate resolution to determine the issue of what was conveyed in a contract of sale. However, in the pending case, there is no issue as to what property was conveyed to AKM. Thus, unlike the Abshire case, there was no inconsistency between the authority that the Unanimous Board Consent purported to grant and what was sold by New Orleans On Leong to AKM in the Act of Sale. New Orleans On Leong's reliance on Abshire is misplaced.

New Orleans On Leong also relies on New Era Development Corp. v. Robert, 12-304 (La. App. 5 Cir. 11/13/12), 105 So.3d 889, where a father owned property, but his son executed and forged a cash sale representing himself to be his father. Similarly, in Breston v. DH Catering, LLC, 23-460 (La. App. 4 Cir. 2/5/24), 384 So.3d 953, 967, a forged quitclaim deed of property located in Orleans Parish was deemed to be without effect.

These cases do not apply. Defendants, AKM, Mr. Motwani, and Mr. Giusti stipulated that as to the Unanimous Board Consent, the six signatures of the board of directors on page 3 were not the signatures of the persons they purported to be. But there was no forgery in the Act of Sale. Mr. Giusti, the closing attorney, obtained a certified copy of the 2012 Annual Report of New Orleans On Leong from the Secretary of State's Office, which identified Chiu Hon Lee and Kam Wong as president and secretary, respectively, of New Orleans On Leong. And Chiu Hon Lee signed his own name to the Act of Sale in his actual capacity as president of New Orleans On Leong.

Although New Orleans On Leong contends that Chiu Hon Lee lacked the authority to enter into the transaction, New Orleans On Leong has never contended that the person signing the Act of Sale on November 29, 2012 was not Chiu Hon Lee. Furthermore, according to the testimony of Mr. Giusti and defendant's expert, Mr. Title, the inclusion of the Unanimous Board Consent as an attachment to the Act of Sale did not change the nature of the Act of Sale.

Louisiana is a public records doctrine state. The Secretary of State's office maintains corporate records upon which third parties are allowed to rely. In the context of an immovable property sale and vendor's lien, the Fourth Circuit Court of Appeal held that “[t]hird parties must be able to rely on the recitals in public records.” Alison Mortg. Inv. Tr. v. BPB Contractors, Inc., 362 So.2d 1203, 1206 (La. App. 4 Cir. 1978). See also Roberson v. Lafayette Oilman’s Sporting Clays Shoot, Inc., 02-1275 (La. App. 3 Cir. 4/30/03), 845 So.2d 1267, 1271, writ denied, 03-1531 (La. 9/26/03), 854 So.2d 370 (plaintiffs were justified in relying upon the Secretary of State's records that led plaintiffs to conclude that St. Martin Parish was the proper venue to bring suit).

Mr. Giusti and Mr. Motwani testified that they relied upon the records obtained from the Secretary of State, which indicated that Chiu Hon Lee and Kam Wong were president and secretary, respectively, of New Orleans On Leong. They further stated that they did not know who the directors of New Orleans On Leong were at the closing, and that everything seemed fine at the closing.

Darryl Toy, New Orleans On Leong's corporate representative at trial, testified that he had no knowledge that Mr. Motwani had any information or knowledge that the individuals who signed the Unanimous Board Consent were not board members of New Orleans On Leong at the time of signing, no knowledge that unanimous consent was not given prior to the sale, and no knowledge that Chiu Hon Lee was allegedly suspended. He also stated that he had no reason to believe that Mr. Giusti had any knowledge that the Unanimous Board Consent was forged.

New Orleans On Leong failed to present evidence that Mr. Motwani or Mr. Giusti had any prior knowledge that the Unanimous Board Consent did not contain the signatures of the officers. Members of New Orleans On Leong testified that they did not know Mr. Motwani or Mr. Giusti and had never heard of AKM.

Mr. Title also testified that Mr. Giusti correctly obtained the records of New Orleans On Leong from the Louisiana Secretary of State, and reasonably relied upon the 2012 Annual Report, which indicated that Chiu Hon Lee was president and Kam Wong was secretary.

The jury found that New Orleans On Leong failed to meet its burden of proving that New Orleans On Leong lacked authority to enter into the sale with AKM, and that defendants, AKM, Mr. Giusti, and Mr. Motwani had no knowledge or reason to know of any forgery in the Unanimous Board Consent. We find no manifest error in the jury's determination.

3. Plaintiff's Assignment of Error Number 3. The Act of Sale is an absolute nullity because it failed to comply with La. R.S. 12:207(D).

In its third assignment of error, New Orleans On Leong argues that the Act of Sale contravenes La. R.S. 12:207(D) because New Orleans On Leong's voting membership did not adopt a resolution approving the transaction. New Orleans On Leong asserts that La. R.S. 12:207(D) imposes special consent requirements on the formation of a contract by a nonprofit corporation to sell immovable property. New Orleans On Leong further argues that the Act of Sale is not accompanied, or otherwise supported by, a resolution of New Orleans On Leong's voting members approving it. New Orleans On Leong submits that the Unanimous Board Consent is insufficient as a matter of law to comply with La. R.S. 12:207(D).

La. R.S. 12:207 is part of the nonprofit corporation law of the Louisiana Revised Statutes. Section D of La. R.S. 12:207 provides as follows:

Except as otherwise provided in the articles or by-laws, a corporation may borrow money, purchase immovable property, or sell, lease, encumber or otherwise alienate any of its immovable property, only if a resolution so authorizing has been approved by the voting members at a regular or special meeting, convened after notice of its purpose. A resolution authorizing the borrowing of money need not specify the particular amounts, rates of interest or times of maturity of the loans, but these and similar provisions may be authorized by the directors.

(Emphasis added). Thus, contrary to New Orleans On Leong's assertions, the statute itself provides that a nonprofit corporation may convey its immovable property via a resolution of the voting members or “as otherwise provided in the articles or by-laws.” Id.

As noted above, Article Four of the 2007 Amended Articles provided that: “Action may be taken by the Board of Directors without a meeting if all six (6) directors consent in writing to the action. When a vote taken by the Board of Directors results in a tie, the matter shall be submitted to the Senate for decision.” Relying on this provision of the 2007 Amended Articles, Mr. Giusti concluded that a vote of the Senate (or members) of New Orleans On Leong would only be required in the event that the Board's vote on a matter ended in a tie.

The Unanimous Board Consent, presented to Mr. Giusti at the closing, was certified by New Orleans On Leong's secretary, Kam Wong, and authorized Chiu Hon Lee to convey the properties on behalf of New Orleans On Leong to AKM. Mr. Giusti testified to his belief that the unanimous consent of the board of directors was sufficient to approve the sale because the document evidenced a unanimous vote by the board of directors in favor of the sale. And Mr. Kottemann testified that he personally witnessed what he believed to be a vote of the members of New Orleans On Leong granting Chiu Hon Lee and Kam Wong authority to amend the Articles of Incorporation.

It was New Orleans On Leong's burden to prove that the Act of Sale was an absolute nullity because it did not comply with La. R.S. 12:207. And we find no manifest error in the jury's conclusion that New Orleans On Leong failed to do so.

4. Plaintiff's Assignment of Error Number 4 . The Act of Sale is null because it was made in furtherance of a bribery conspiracy.

New Orleans On Leong's fourth assignment of error asserts that the Act of Sale is a nullity because it was made in furtherance of a bribery conspiracy. New Orleans On Leong contends that defendants, Mr. Motwani and his designee, AKM, committed commercial bribery by paying a “reputed” finder's fee to Hai Wei Zhang in violation of La. R.S. 14:73(A) with the intent of influencing Chiu Hon Lee and Kam Wong to sell New Orleans On Leong's properties to him or his designee. Mr. Giusti is alleged to have performed the functions of a notary public in executing his role in the bribery scheme.

In Interrogatory No. 5, the jury responded “No” to the question: “Do you find that the plaintiff, [New Orleans] On Leong, proved by a preponderance of evidence that the defendants, AKM Acquisitions, L.L.C. and/or Aaron K. Motwani knew or had reason to know that the Unanimous Board Consent was a forgery?” In Interrogatory No. 6, the jury responded “No” to the question: “Do you find that the plaintiff, [New Orleans] On Leong, proved by a preponderance of the evidence that the defendant, Marcus L. Giusti knew or had reason to know that the Unanimous Board Consent was a forgery?”

The jury was instructed on the standards for “Commercial Bribery,” which required New Orleans On Leong to prove that (1) defendants gave something of substantial value to an agent or fiduciary of New Orleans On Leong, and (2) with the intent to influence that agent in relation to New Orleans On Leong's affairs, and (3) that it was given without consent of [New Orleans On Leong].

New Orleans On Leong's claim of bribery is based upon its allegation that AKM's payment of a finder's fee was improperly paid with the intent to influence Chiu Hon Lee and Kam Wong to execute documents and sell the properties. However, New Orleans On Leong did not present evidence that payment of the finder's fee to Hai Wei Zhang influenced Chiu Hon Lee or Kam Wong to take any actions.

The evidence presented by Mr. Motwani and AKM provided a reasonable basis for the jury to find that there was no bribe. The Purchaser's Settlement Statement and Mr. Motwani's testimony showed that the total due from AKM at the closing was $2,800,546.62, which included the finder's fee paid and reflects what AKM was paying at the closing. And Chiu Hon Lee signed the settlement statement. Mr. Motwani testified that AKM gave nothing else to Chiu Hon Lee, Kam Wong, Hai Wei Zhang, or anyone else. Mr. Motwani further testified that he knew nothing of any alleged arrangement between Chiu Hon Lee, Kam Wong, and Hai Wei Zhang regarding the finder's fee and was never approached by anyone regarding any side deal or “kick-back.”

Mr. Motwani testified that AKM paid the finder's fee to Hai Wei Zhang because he introduced AKM to the sellers. Mr. Motwani also testified that the finder's fee was part of doing the deal, and he considered the total sale was for $2.8 million. He stated that the finder's fee and the way it was structured was an ongoing negotiation until the actual closing. Considering the market demand, high property values in the French Quarter, and Mr. Motwani's prior experiences in that market, the finder's fee did not cause him any concern.

Other witnesses also testified as to the high demand for French Quarter property. Mr. Giusti testified that the French Quarter is “probably some of the most prime real estate in the world.” Mike Motwani, Mr. Motwani's father, testified similarly, stating that the seller dictates the terms and conditions and the time they want to close, and “we are in the business of buying properties.” Mr. Bradley Bird, New Orleans On Leong's expert witness on general real estate appraisal, even testified that there is “tremendous demand” in the French Quarter and that it is a “very strong market.”

The finder's fee was disclosed on the Purchaser's Settlement Statement. And both the buyer and the seller signed both settlement statements.

New Orleans On Leong attempts to argue that the fact that the finder's fee was only disclosed on the Purchaser's Settlement Statement and not the Seller's Settlement Statement is evidence of fraud. However, Mr. Giusti testified in response that the finder's fee was not included on the Seller's Settlement Statement because it was not a charge to the seller. It was a charge to the purchaser. Mr. Giusti stated that New Orleans On Leong was made aware of the finder's fee in the Purchaser's Settlement Statement for “full disclosure purposes.” Further, he stated that he drafted the Unanimous Board Consent to make sure that “the seller had knowledge and acknowledged that it had knowledge that there was going to be a finder's fee paid.”

Mr. Title, admitted as an expert in real estate transactions, also testified that the Purchaser's Settlement Statement was transparent, and let everyone see “both sides of the ledger.”

The evidence presented by defendants provided a reasonable basis for the jury to find that there was no commercial bribery. We find no manifest error in the jury's findings.

5. Plaintiff's Assignment of Error Number 5 . No evidence exists that New Orleans On Leong engaged in any conduct that manifested apparent authority of Chiu Hon Lee and Kam Wong to sell the properties.

In its fifth assignment of error, New Orleans On Leong argues that no evidence exists that New Orleans On Leong engaged in any conduct manifesting the apparent authority of Chiu Hon Lee and Kam Wong to sell the properties. New Orleans On Leong argues that under Louisiana law, apparent authority cannot be established solely by the actions or representations of the purported agents. Citing Jefferson Parish Hospital Service District No. 2 v. K & W Diners, LLC, 10-767 (La. App. 5th Cir. 4/12/11), 65 So.3d 662, 669, New Orleans On Leong contends that AKM, Mr. Motwani, and Mr. Giusti “must rely on the actions of the principal for the putative mandatary doctrine to apply.”

In Interrogatory No. 3, the jury found that AKM, Mr. Motwani, and Mr. Giusti proved by a preponderance of the evidence that Chiu Hon Lee and/or Kam Wong had apparent authority to sell the properties. And in Interrogatory No. 4, the jury found that AKM, Mr. Motwani, and Mr. Giusti proved by a preponderance of the evidence that they reasonably relied upon the conduct of New Orleans On Leong that Chiu Hon Lee and Kam Wong were its authorized officers and that AKM changed its position in reliance on New Orleans On Leong's representations.

The Louisiana Supreme Court described the doctrine of apparent authority in the case of Tedesco v. Gentry Dev., Inc., 540 So.2d 960, 963 (La. 1989), as follows:

Apparent authority is a doctrine by which an agent is empowered to bind his principal in a transaction with a third person when the principal has made a manifestation to the third person, or to the community of which the third person is a member, that the agent is authorized to engage in the particular transaction, although the principal has not actually delegated this authority to the agent. In an actual authority situation the principal makes the manifestation first to the agent; in an apparent authority situation the principal makes this manifestation to a third person. However, the third person has the same rights in relation to the principal under either actual or apparent authority. Further, apparent authority operates only when it is reasonable for the third person to believe the agent is authorized and the third person actually believes this.

(internal citations omitted). For the doctrine of apparent authority to apply, the principal must first act to manifest the alleged agent's authority to an innocent third party. Boulos v. Morrison, 503 So.2d 1, 3 (La. 1987). Second, the third party must rely reasonably on the manifested authority of the agent. Id. The principal will be bound for the agent's actions if the principal has given an innocent third party a reasonable belief that the agent had authority to act for the principal. Id. Where the principal has denied the agent's authority and there is no proof the principal has ratified the agent's act, the burden of proving apparent authority is on the person seeking to bind the principal. Byrd v. Cobbs, Allen & Hall Mortg. Co., 466 So.2d 587, 594 (La. App. 5th Cir. 1985).

In this case, New Orleans On Leong filed records with the Louisiana Secretary of State, which confirmed that Chiu Hon Lee was president, and Kam Wong was secretary, of New Orleans On Leong. This was a representation that the agents had authority to act for New Orleans On Leong. In addition, Chiu Hon Lee stated in an affidavit that he told everyone at the November 2012 meeting regarding the sale of the properties that he was president of New Orleans On Leong and that he had authority to sell the properties.

Mr. Giusti and Mr. Motwani testified that they relied upon the outward, public representations of New Orleans On Leong that Chiu Hon Lee was president and that Kam Wong was secretary. They also both testified that they did not merely accept Chiu Hon Lee's and Kam Wong's representations, but that they relied upon their review of New Orleans On Leong's public records maintained by the Louisiana Secretary of State, which confirmed that Chiu Hon Lee was the president and Kam Wong was the secretary of New Orleans On Leong.

As discussed above, Mr. Title also testified that Mr. Giusti did the right thing by relying upon these records to close the sale. Mr. Title testified that the public records reflect what New Orleans On Leong certified to the State of Louisiana as its officers for the relevant periods of time. Mr. Title testified that it was reasonable for Mr. Giusti, AKM's lawyer, to rely upon those records reflecting Chiu Hon Lee as president and Kam Wong as secretary in 2012.

A further indication of Mr. Giusti and Mr. Motwani's reasonable reliance is the requirement under Louisiana law that nonprofit corporations are to file annual reports with the secretary of state of the “names and municipal address, which shall not be a post office box only, of all of its directors and officers, and when the term of each expires.” La. R.S. 12:205.1(A)(3). Mr. Toy, New Orleans On Leong's representative, also acknowledged that New Orleans On Leong's forms filed with the Secretary of State for 2012 listed Chiu Hon Lee as president and Kam Wong as secretary of New Orleans On Leong. Mr. Toy further acknowledged that the forms that New Orleans On Leong submitted to the Secretary of State, including those prior to 2012, did not list all of the officers or directors that New Orleans On Leong claimed to have. For example, the reports did not list a “president of autonomy assembly,” or four “bon bon.” Additionally, the forms listed only a “secretary”, not a “Chinese secretary” and an “English secretary.”

New Orleans On Leong's citation of the case of Jefferson Parish Hospital Service District No. 2 v. K & W Diners, LLC, supra, is unpersuasive because it involved a situation where the limited liability company at issue did not perform any act that caused the third party to believe that the agent was its mandatory.

Under the doctrine of apparent authority, the defendants only had to prove that the principal, New Orleans On Leong, held out others, Chiu Hon Lee and Kam Wong, as having certain authority, and that the third parties, defendants, were reasonable to believe Chiu Hon Lee and Kam Wong had authority to act for New Orleans On Leong. Here, New Orleans On Leong represented to the Louisiana Secretary of State that Chiu Hon Lee and Kam Wong were its officers.

The jury found that Chiu Hon Lee and/or Kam Wong had apparent authority to sell the properties. The verdict was supported by the evidence. We find no manifest error in the jury's findings.

6. Plaintiff's Assignment of Error Number 6 . There was no corporate authority to execute the Act of Sale because it was not approved by National On Leong's Real Property Management Board.

In its sixth assignment of error, New Orleans On Leong argues that there was no corporate authority to execute the Act of Sale because it was not approved by National On Leong's Real Property Management Board as required by Article VIII and Article XII of New Orleans On Leong's 2007 Amended Articles and by the National On Leong's By-Law. Specifically, New Orleans On Leong argues that the Acknowledgment to the 2012 Amended Articles, dated November 26, 2012, was not signed by two witnesses, invalidating the 2012 Amended Articles. New Orleans On Leong further argues that even if the 2012 Amended Articles were valid, because they were not filed with the Louisiana Secretary of State until an hour after the Act of Sale had taken place, the sale is still invalid.

First, La. R.S. 12:237(A) provides that “[a] corporation may amend its articles in compliance with any method stipulated in its articles.” New Orleans On Leong's 2007 Amended Articles provided that New Orleans On Leong's Articles of Incorporation could be amended at a meeting with the assent of three-fourths of the members in good standing.

Mr. Kottemann testified that he attended a meeting at New Orleans On Leong's property in Kenner on November 25, 2012 where a vote of the members of New Orleans On Leong voted to amend the Articles of Incorporation of New Orleans On Leong. Chiu Hon Lee and Kam Wong signed the 2012 Amended Articles as president and secretary on November 25, 2012, and also signed an Acknowledgment, which was notarized by Mr. Kottemann and dated November 26, 2012.²

Second, the provisions of La. R.S. 12:238, provide in pertinent part that:

A․ The articles of amendment shall be acknowledged by the officer who signed them, or may instead be in the form of an authentic act.

B. The articles of amendment shall be filed with the secretary of state. The secretary of state may prescribe and furnish forms for filing the amendment. Articles of amendment may be delivered to the secretary of state for filing, as of any specified date, and, if specified upon such delivery, as of any given time on such date, within thirty days after the date of delivery. When all fees and charges have been paid as required by law, the secretary of state shall record the articles of amendment in his office, and endorse thereon the date and, if requested, the hour of the filing thereof with him. Thereupon, the amendment shall be effective as of the date and, if endorsed on the articles of amendment, the hour of filing with the secretary of state, except that, if the articles of amendment were so filed within five days, exclusive of legal holidays, after acknowledgment thereof or execution thereof as an authentic act, the amendment shall be effective as of the time of such acknowledgment or execution.

As noted above, New Orleans On Leong argues that the acknowledgment required under La. R.S. 12:238(B) was invalid because it did not conform with La. C.C. art. 1836. But this argument was soundly rejected by defense expert, Peter Title, who wrote the book on real estate transactions. Mr. Title testified that he reviewed the acknowledgment form on the Secretary of State's website and noted that it did not require witnesses. He further testified that the Secretary of State accepted the acknowledgment, which is further evidence that the acknowledgment form used by Mr. Giusti was in compliance with the form prescribed by the Secretary of State. If the acknowledgment had not complied with the rules, according to Mr. Title, it would have been rejected.

Here, the 2012 Amended Articles were filed with the Secretary of State and accepted on November 29, 2012. Thus pursuant to La. R.S. 12:238(B), the amendment became effective as of the date of such acknowledgement, i.e., as of November 26, 2012. Accordingly, the 2012 Amended Articles were in effect at the time of the Act of Sale. The suggestion by plaintiff that the time of day is relevant is misplaced.

As such, we find no manifest error in the jury's conclusion that New Orleans On Leong failed to prove by a preponderance of the evidence that there was no corporate authority to execute the November 29, 2012 Act of Sale.

7. Plaintiff's Assignment of Error Number 7 . The district court erred by denying New Orleans On Leong's consolidated motion in limine.

In its seventh assignment of error, New Orleans On Leong argues that the district court erred by denying New Orleans On Leong's consolidated motion in limine that would have excluded evidence regarding alleged mismanagement, self-dealing, and theft by New Orleans On Leong representatives, specifically Mr. Toy. New Orleans On Leong contends that defendants’ examination of its representative, Mr. Toy, about his suspension for misappropriating funds from New Orleans On Leong prejudiced the jury. New Orleans On Leong argues that the probative value of this evidence was substantially outweighed by the danger of unfair prejudice, confusion of the issues, or misleading the jury.

A trial court is afforded broad discretion in its consideration of evidentiary matters, including motions in limine, which are not to be disturbed on appeal absent a clear abuse of that discretion. George v. Progressive Waste Solutions of La., Inc., 22-1068 (La. 12/9/22), 355 So.3d 583, 587.

Mr. Toy's background and actions while employed at New Orleans On Leong was relevant in light of New Orleans On Leong's allegations. New Orleans On Leong alleged, inter alia, fraud and a tortious conspiracy among all defendants, and prayed for monetary damages as a result of the acts alleged in its petition. New Orleans On Leong sought compensatory damages, including loss of profits, loss of future profits, loss of use, property damage, and loss of property value. New Orleans On Leong's track record of managing the properties by Mr. Toy was directly relevant to its claim to the loss it allegedly suffered at the hands of defendants.

New Orleans On Leong has not demonstrated why the trial court's ruling should be disturbed on appeal.

8. Plaintiff's Assignment of Error Number 8. The district court erred by awarding judgments for costs against New Orleans On Leong.

In its eighth assignment of error, New Orleans On Leong argues that if this Court reverses or modifies the district court's judgment and enters judgment in favor of New Orleans On Leong, then defendants, AKM, Mr. Motwani, and Mr. Giusti, will not be prevailing parties. As such, the general rule that the party cast in judgment is liable for costs, La. C.C. art. 1920, would not apply.

A full contradictory hearing was held on the motions to tax costs filed by the defendants. The district court subsequently entered two separate judgments on November 21, 2024. The first judgment awarded costs in favor of AKM and against New Orleans On Leong in the amount of $219,732.61; and costs in favor of Mr. Motwani and against New Orleans On Leong in the amount of $9,136.36. The second judgment awarded costs in favor of Mr. Giusti and against New Orleans On Leong in the amount of $30,676.78. New Orleans On Leong subsequently filed a separate appeal as to the awards of costs.

A trial court has great discretion in awarding costs, and its assessment will not be reversed on appeal absent an abuse of that discretion. Moonan v. Louisiana Med. Mut. Ins. Co., 16-407 (La. App. 5 Cir. 12/21/16), 209 So.3d 360, 362. As set forth above, the jury's verdict is consistent with the law and evidence. New Orleans On Leong failed to present evidence that the awards of cost to the defendants was an abuse of the district court's discretion. Accordingly, this assignment of error is without merit.

Conclusion

The record reflects substantial evidence of organizational issues within On Leong, which the jury was entitled to consider in assessing the credibility of the parties and their witnesses. And the jury's choice to credit the defenses’ account over the plaintiff's was not manifestly erroneous but rather was supported by the evidence.

Accordingly, the judgments of the district court are affirmed.

AFFIRMED

FIFTH CIRCUIT

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SUSAN M. CHEHARDY CHIEF JUDGE

FREDERICKA H. WICKER

JUDE G. GRAVOIS

MARC E. JOHNSON

STEPHEN J. WINDHORST

JOHN J. MOLAISON, JR.

SCOTT U. SCHLEGEL

TIMOTHY S. MARCEL

JUDGES

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FOOTNOTES

1.   This term is sometimes referred to as “bon ban.”

2.   Mr. Kottemann could not explain why the acknowledgment was dated November 26, 2012. During his testimony, he stated that it could have been a mistake or they could have done it in his office the following day.

SCOTT U. SCHLEGEL JUDGE