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ROBERT J. ROTH, JR. AND                                      *                 NO. 2007-CA-0295
GUY H. ROTH
*                                                            COURT OF APPEAL
VERSUS
                                                             *                 FOURTH CIRCUIT
VOODOO BBQ, LLC, ALTON
F. DOODY, JR. AND WILLIAM                                    *                 STATE OF LOUISIANA
STROEBEL
                                                             *
APPEAL FROM
CIVIL DISTRICT COURT, ORLEANS PARISH
NO. 2006-392, DIVISION “G-11”
HONORABLE ROBIN M. GIARRUSSO, JUDGE
JUDGE MAX N. TOBIAS, JR.
(COURT COMPOSED OF CHIEF JUDGE JOAN BERNARD ARMSTRONG,
JUDGE PATRICIA RIVET MURRAY, AND JUDGE MAX N. TOBIAS, JR.)
DAVID J. HALPERN
MICHAEL W. TIFFT
HALPERN & MARTIN, LLC
3900 NORTH CAUSEWAY BOULEVARD
ONE LAKEWAY CENTER, SUITE 605
METAIRIE, LA   70002
COUNSEL FOR PLAINTIFFS/APPELLANTS
JOHN L. HANTEL
224 LAKE VISTA DRIVE
MANDEVILLE, LA   70471
COUNSEL FOR WILLIAM STROEBEL
CHARLES L. STERN, JR.
ALAN M. COHEN
THE STEEG LAW FIRM, L.L.C.
201 ST. CHARLES AVENUE, SUTIE 3201
NEW ORLEANS, LA   70170
COUNSEL FOR ALTON F. DOODY
AFFIRMED.
AUGUST 1, 2007




The plaintiffs/ appellants, Robert J. Roth and Gary Roth (collectively, “the
Roths”), appeal the dismissal with prejudice of their suit for damages against Alton
F. Doody (“Doody”) and William Strobel1 (“Strobel”), who prevailed on
peremptory exceptions of no cause of action in the trial court.  We review this
matter de novo.2
This dispute arises from a lease agreement under which the Roths leased the
premises at an unknown address in New Orleans to Voodoo BBQ, L.L.C.
(“Voodoo BBQ”) from 1 July 2002 through 31 July 2002, with an exercised option
of renewal through 2011.  The Roths allege that under the lease agreement, which
is not made a part of the record on appeal, Voodoo BBQ was obligated to pay rent,
taxes, and utilities; assume responsibility for repair and maintenance; surrender the
premises in like condition; carry flood, liability, and property insurance; and
rebuild and restore the premises in event of casualty.  The property was damaged
1    Although the petition for damages named “William Stroebel” as a defendant, the record on
appeal suggests that the correct spelling of his surname is “Strobel.”
2    See, Southern Tool & Supply, Inc. v. Beerman Precision, Inc., 03-0960, p. 6 (La. App. 4 Cir.
11/26/03), 862 So. 2d 271, 277; City of New Orleans v. Board of Comm’rs of Orleans Levee
Dist., 93-0690, p. 28 (La. 7/5/94), 640 So. 2d 237, 253.
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by Hurricane Katrina in 2005, and the premises were allegedly abandoned by
Voodoo BBQ.
The Roths filed suit on 13 January 2006 against Doody, Strobel, and
Voodoo BBQ.  In the petition for damages, they alleged that Doody and Strobel
were co-managers of Voodoo BBQ at the time the cause of action accrued.3  The
petition stated that prior to Hurricane Katrina, Voodoo BBQ failed to “adequately
secure the premises” and failed to properly maintain the roof of the premises,
which damage was aggravated by Hurricane Katrina.  Further, they alleged that
agents of Voodoo BBQ entered the premises following Hurricane Katrina and
removed equipment and furnishings and again failed to secure the premises.4
With respect to Doody and Strobel, the Roths allege that they “as managers
of Voodoo BBQ, LLC” were liable “for acquiescing, fostering, or permitting the
failures set forth above.”  No further specific allegations against Doody and Strobel
appear in the original petition for damages.
Strobel filed an answer on 12 June 2006, and Doody filed an exception of no
cause of action on 7 July 2006, on the grounds that pursuant to La. R.S. 12:1320,
he was not liable individually for any actions taken by him as a manager of
Voodoo BBQ.  Strobel filed a virtually identical exception of no cause of action on
24 October 2006.
On 28 September 2006, the Roths presented an amending petition to the trial
court, which added several paragraphs alleging that Doody and Strobel entered the
3    The term “manager” and “member” have special meanings insofar as they apply to a Louisiana
limited liability company.  See, generally, La. R.S. 12:1301(12) and (13) and La. R.S. 12:1311,
et seq.  For the most part, a manager of a limited liability company is similar to an officer or
director of a corporation and a member of a limited liability company is similar to a shareholder
of a corporation.
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premises following Hurricane Katrina and removed equipment and furnishings,
including the electronic cash register system and its components, and several big
screen televisions and equipment; that the cash register and television equipment
were removed for personal use, and/or to use in another Voodoo BBQ outlet in the
New Orleans area in which Doody and Strobel had interests.
The trial court did not grant leave to the Roths to file the amended petition
for damages, but rather sustained the exceptions in separate judgments, dismissing
with prejudice the causes of action against Doody and Strobel.  The Roths
appealed and urge us to reverse the ruling of the trial court as a  matter of law.
La. R.S. 12:1320, titled “liability to third persons of members and
managers,” provides:
A.    The liability of members, managers, employees, or
agents,  as  such,  of  a  limited  liability  company
organized and existing under this Chapter shall at
all times be determined solely and exclusively by
the provisions of this Chapter.
B.                                                                                            Except as otherwise specifically set forth in this Chapter,
no member, manager, employee, or agent of a limited
liability company is liable in such capacity for a debt,
obligation, or liability of the limited liability company.
C.                                                                                            A member, manager, employee, or agent of a
limited liability company is not a proper party to a
proceeding by or against a limited liability
company, except when the object is to enforce such
a person’s rights against or liability to the limited
liability company.
D.    Nothing in this Chapter shall be construed as being
in derogation of any rights which any person may
by law have against a member, manager,
employee, or agent of a limited liability company
4    The Roths do not allege that they were the owners of any property or equipment removed
from the premises, but rather that they might have a lien against the property removed by
Voodoo BBQ.
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because of any fraud practiced upon him, because
of any breach of professional duty or other
negligent or wrongful act by such person, or in
derogation of any right which the limited liability
company may have against any such person
because of fraud practiced upon it by him.
La. R.S. 12:1320 [emphasis supplied].
The Roths urge us to overrule the exceptions of no cause of action on the
grounds that they have alleged individual tortious conduct on the part of Doody
and Strobel, separate and apart from their roles as managers of Voodoo BBQ.
They point to R.S. 12:1320D, supra, as protecting their right to assert such causes
of action against Doody and Strobel individually, and maintain that the amending
petition for damages should be accepted as sufficient to sustain causes of action
against Doody and Strobel.  We disagree.
Strobel directs us to our opinion in Curole v. Ochsner Clinic, L.L.C., which
briefly analyzed the exception to the limited liability shield for managers or
members found in R.S. 12:1320 (D).  This court concluded that:
[t]o have meaning within the entire statute, the phrase ‘or
other negligent or wrongful act by such person’ must
refer to acts done outside one’s capacity as a member,
manager,  employee,  or  agent  of  the  limited  liability
company.
01-1734, pp. 7-8 (La. App. 4 Cir. 2/20/02), 811 So. 2d 92, 97.  Insofar as the
petition for damages in the instant case does not sufficiently allege any wrongful
conduct on the parts of Doody or Strobel that is separable from their roles as
managers of the Voodoo BBQ, we do not find that the Roths have alleged a
cognizable cause of action against them as individuals.  Particularly, we note that
the thrust of the litigation is a breach of contract suit against Voodoo BBQ, and
that the property and equipment that Doody and Strobel are alleged to have
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removed from the leased premises did not belong to the Roths, but presumably to
Voodoo BBQ.  Therefore, the basis of the allegations against Doody and Strobel
necessarily arise from their decisions regarding property owned and used by
Voodoo BBQ in its operations.  No particularized allegations of fraud committed
by Doody or Strobel are asserted, and the allegations put forth by the Roths in their
petition for damages, even as amended, are insufficient to pierce the veil of the
limited liability company statutory protection afforded to Doody and Strobel as
managers and members.
For the foregoing reasons, the judgment of the trial court is affirmed.
AFFIRMED.
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