ELA GROUP INC v. LLC (2025)

This Court retains the “exclusive and plenary power to define and regulate all facets of the practice of law.” Midboe v. Comm'n on Ethics for Pub. Employees, 94-2270, pp.12-13 (La. 11/30/94), 646 So. 2d 351, 357-58 (overruled on other grounds). The sources of this power are “the court's inherent judicial power emanating from the constitutional separation of powers in La. Const. art. II; the traditional function of attorneys as officers of the courts; and the court's exclusive original jurisdiction of attorney disciplinary proceedings provided in La. Const. art. 5, § 5(B).” Id.

La. R.S. 37:212(B), defining the practice of law, provides that “[n]othing in this Section prohibits any person from attending to and caring for his own business, claims, or demands.” Jurisprudence in our appellate courts has limited the scope of that exception only to natural persons. Considering this Court's plenary authority to define and regulate the practice of law, and in light of the fiduciary obligation of officers to protect the rights of their corporate entities, we find it appropriate to allow the officers of juridical persons to file time sensitive actions on their behalf.

In the present case, an attorney was representing the applicant before the exception was filed. To the extent that prior jurisprudence held that the original filing is vacated solely because it was filed by a corporate officer for a juridical person, those cases are abrogated.¹

Accordingly, we reverse the holdings of the lower courts that ELA Group, Inc.’s petition for damages had no legal effect based on a concern about the unauthorized practice of law. Where, as here, a corporate officer or managing member of a limited liability company files an action on behalf of that juridical entity solely to prevent the occurrence of the legal consequence of non-filing, such as prescription, peremption, or default, that filing shall not be found to have no legal effect.²

The corporate entity, as ELA Group did in this case, should promptly enroll counsel of record before taking any additional legal actions concerning the case. A trial court may issue an order providing a reasonable deadline for prompt enrollment of qualified counsel to prevent undue delay in the action, and that order shall provide notice to the corporate entity of the consequence of failure to comply within the applicable deadline, including dismissal of the action or entry of a default.

The judgment of the court of appeal is reversed, and the matter is remanded to the trial court for further proceedings consistent with this opinion.

REVERSED AND REMANDED

I would grant and docket and set this matter for oral argument to more thoroughly evaluate the convergence of the statutory enactments and the jurisprudence, which has developed in light of this court's constitutional authority to regulate the practice of law. See In re Cortigene, 13-2022, p. 7 (La. 2/14/14), 144 So.3d 915, 920; Bester v. Louisiana Supreme Ct. Comm. on Bar Admissions, 00-1360, pp. 3-4 (La. 2/21/01), 779 So.2d 715, 717, citing In re Bar Exam Class Action, 99-2880, pp. 1-2 (La. 2/18/00), 752 So.2d 159, 160 and Succession of Wallace, 574 So.2d 348, 350 (La. 1991); La. Const. art. 2, § 1; La. Const. art. 5, § 5.

Louisiana Revised Statute 37:212(C) provides that nothing in the statutory definition of the practice of law “shall prohibit any partnership, corporation, or other legal entity from asserting or defending any claim, not exceeding five thousand dollars, on its own behalf in the courts of limited jurisdiction or on its own behalf through a duly authorized partner, shareholder, officer, employee, or duly authorized agent or representative.” This Court has recognized Section 212(C) is ambiguous. In re LaMartina, 16-0328 (La. 12/6/17), 318 So. 3d 665. I would resolve the ambiguity and find a corporation may appear as a pro se litigant through an authorized officer or representative. See La. Const. art. 1, § 22 (guaranteeing “every person” the right of access to courts); La. Civ. Code art. 24 (clarifying corporations are juridical persons); La. R.S. 37:212(C). For these reasons, I concur.

FOOTNOTES

1.   See, e.g., Wholesale Auto Grp., Inc., v. La. Motor Vehicle Comm'n, 17-613 (La. App. 5 Cir. 5/23/18), 247 So. 3d 215, writ denied, 18-1017 (La. 10/8/18), 253 So. 3d 795 (holding a petition filed by a person not licensed to practice law in Louisiana was without legal effect); Bankston v. Tasch, LLC, 2009-1573 (La. App. 4 Cir. 6/2/10), 40 So. 3d 495 (finding answer filed by sole member of legal entity was unauthorized practice of law and had no legal effect).

2.   A single-member LLC that is a disregarded entity for federal and state tax purposes may be represented by its sole member in the same manner as a natural person under federal regulations. 26 CFR 301.7701-3. Rev. Proc. 2002-69, clarifies that this treatment extends to an LLC managed by a spouse held as community property. We find that these disregarded entities should be treated the same as the underlying natural person for all purposes of La. R.S. 37:212(B).

PER CURIAM

Weimer, C.J., would grant and docket and assigns reasons. Crain, J., concurs and assigns reasons. McCallum, J., concurs for the reasons assigned by Crain, J. Griffin, J., would grant and docket for the reasons assigned by Weimer, C.J. Guidry, J., dissents and would grant and docket.