Judgment rendered September 30, 2026.
Application for rehearing may be filed
within the delay allowed by Art. 2166,
La. C.C.P.
No. 56,941-CW
COURT OF APPEAL
SECOND CIRCUIT
STATE OF LOUISIANA
*****
BAILEY ANDREW BAYNHAM Plaintiff- Respondent
versus
MAVEN ROYALTY Defendants- Applicants MANAGEMENT LLC &
MAVEN ROYALTY PARTNERS
LLC
*****
On Application for Writs from the
First Judicial District Court for the
Parish of Caddo, Louisiana
Trial Court No. 631,259
Honorable Ramon Lafitte, Judge
*****
SCOTT J. CRICHTON LAW, LLC Counsel for Applicants By: Scott J. Crichton
BLANCHARD, WALKER, O’QUIN
AND ROBERTS
By: Curtis R. Joseph, Jr.
KEAN MILLER, LLP
By: Brian R. Carnie
HARPER LAW FIRM, APLC
By: Jerald R. Harper
Anne E. Wilkes
AYRES, SHELTON, WILLIAMS, Counsel for Respondents, BENSON & PAINE, LLC Bailey Andrew
By: Lee H. Ayers Baynham, Louisiana
Alexandra E. Vozzella Association of Business
& Industry, North
COOK, YANCEY, KING & Louisiana Economic
GALLOWAY, APLC Partnership, Leaders for By: John T. Kalmbach a Better Louisiana
J. Bert Babington
*****
Before THOMPSON, ROBINSON, and ELLENDER, JJ.
THOMPSON, J.
Bailey Andrew Baynham filed suit against his former employer
seeking recognition of his ownership of membership interests granted to him
as incentives during his employment. His former employers argue in a
motion for summary judgment and subsequent peremptory exception of no
cause of action that the membership interests terminated when he left the
company. This is the second time this matter has come before the court on a
writ based on the trial court’s denial of a prior motion for summary
judgment. The Louisiana Supreme Court has previously held that genuine
issues of material fact existed in this matter, making summary judgment
inappropriate. Interestingly, targeted legislative amendments particularized
for these factual circumstances were advanced through the Louisiana
legislature at the bequest of the employers to a member of the legislature
while this matter advanced from the trial court, through the appellate court
and eventually to the supreme court. The former employer asserts the new
statutory language simply clarifies the former employee’s claims are
precluded as a matter of law. The former employee asserts that the new
statutory language is a substantiative change to the law, is therefore
prospective only, and that his claims therefore survive the motion for
summary judgment and exception. For the reasons set forth below, we
affirm the trial court’s denial of the motion for summary judgment and
exception of no cause of action.
FACTS AND PROCEDURAL HISTORY
Andrew Baynham (“Baynham”) began working for Maven Royalty
Management (“Maven”) in July of 2017, where he worked until his
resignation in July of 2020. Maven Royalty Partners (“MRP”) is the manager of Maven. MRP has no employees but is the entity that holds the
profit interests for Maven.
Prior to his employment, and as an attempt to entice Baynham to
come to work for the companies, he was provided with a written offer letter
that described his base pay and benefits. The letter stated that as an
employee he would be eligible to participate in a long-term incentive plan
under which he could be awarded profit interests in MRP. The letter stated
that the profit interest could change annually, and there was no guarantee or
implied promise of a specified payout. The operating agreement for MRP
provides objectively differing provisions about what happens to these
membership right incentives on the separation of Baynham from the
company based upon the cause and nature of his departure.1 Baynham
accepted the offer letter in writing.
Section 2.8 of MRP’s Operating Agreement states that MRP has the
authority to issue and confer two classes of membership rights, either Class
A or Class B, in return for capital contributions or the provision of services.
During the course of his employment there were five separate award
agreements in which Baynham was awarded a total of 8,000 Class B
Membership Rights vested units (an 8% interest) in MRP. Baynham
contends that the Class B Membership interests were fully vested at the time
they were awarded to him. Maven disagrees.
Maven contends that during Baynham’s tenure at the company,
MRP’s managers never authorized a distribution of profits to any Class B
member because there were no profits. Essentially, MRP argues
1
See Articles 5.6 and 5.7 of the Operating Agreement.
2
alternatively that the operating agreement provides: (1) Baynham forfeits his
shares upon his resignation; or (2) the shares held by Baynham were
worthless at the time of his resignation.
When Baynham resigned, Maven presented him with a proposed letter
in which he was asked to acknowledge his forfeiture of his Class B
Membership interests upon his departure, which he refused to sign.
Subsequently, Baynham filed suit against Maven and MRP, arguing that the
Class B membership interest were “wages” under the Louisiana Wage
Payment Act (“LWPA”), La. R.S. 23:631, and that Maven and MRP were in
violation of the Act. Baynham also asserted that Maven and MRP breached
the contract set forth in the equity plan between the parties, committed
conversion by refusing to recognize his membership interest, and,
alternatively, unjustly enriched themselves by refusing to recognize his
membership interest. Maven and MRP’s motion for summary judgment did
not address Baynham’s claims of conversion or unjust enrichment.
Baynham filed a motion for summary judgment arguing that his Class
B membership rights in MRP constitute wages under the LWPA and if so,
the equity plan provisions requiring forfeiture of the membership rights upon
his resignation constitutes an unlawful forfeiture of wages pursuant to La.
R.S. 23:634. In response, Maven and MRP filed a cross-motion for
summary judgment on all of Baynham’s claims, asserting the law is clear
that the Class B membership rights are not considered wages. On November
26, 2024, the district court ruled in Baynham’s favor, finding that the Class
B membership rights were wages under the LWPA, that La. R.S. 23:634
prohibited forfeiture, and granted his motion while denying Maven and
MRP’s cross-motion.
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Maven and MRP filed an application for supervisory writ with this
Court. While the writ application was pending before this court, a parallel
timeline began unfolding in the Louisiana legislature modifying the
language of La. R.S. 23:631. On April 4, 2025, a Louisiana State Senator
representing Caddo Parish, at the request of Maven and MRP, proposed a
change2 to the LWPA to amend La. R.S. 23:631 to include and define the
term “laborers” within the act, which only applied to “employees.” The
original language of the proposed legislation addressed general labor
regulations, wage notifications, definitions, discharge payment timelines,
and fine prohibitions.
On April 9, 2025, this Court declined to exercise its supervisory
jurisdiction and denied the writ application. Maven and MRP then filed for
a supervisory writ to the Louisiana Supreme Court. The Louisiana Supreme
Cout granted their writ application and on September 24, 2025, stated:
“based on our review, we find there is a sufficient factual dispute over the
interpretation of the agreement which makes summary judgment
inappropriate.” The partial summary judgment in favor of Baynham was
reversed, and the case was remanded to the district court for further
proceedings.
On April 23, 2025, after this Court denied Maven and MRP’s writ
and while the matter was pending at the Louisiana Supreme Court, the
sponsoring Senator proposed substantive amendments to his pending
legislation adding a new subsection (F) to Section 631, stating “the
provisions of this Section and R.S. 23:634 shall not apply to profits interest
2
SB133 Pre-filed before the April 14, 2025, Regular Session
4
granted or issued by an entity taxed as a partnership for federal income tax
purposes.” SB 133 was transformed from its initial pre-filed version to a
complete shift in legislative scope, moving from broad administrative
updates regarding employer/laborer notifications and fine assessments to a
targeted statutory exemption for partnership equity interests. After
bicameral approval of the amended language, this change became law on
June 8, 2025, without the signature of the governor. There has been much
discussion of whether the changes to La. R.S. 23:631(F) and 22:634 are
retroactive or prospective, but we note the language of neither the initial nor
amended version of the bill included language to assert the bill was to be
retroactive, as made possible by La. R.S. 1:2.
On September 26, 2025, Maven and MRP filed a renewed motion for
summary judgment, based on the change in the law set forth in La. R.S.
23:631(F). Subsequently, on November 11, 2025, they also filed a
peremptory exception of no cause of action based on the legislative change,
arguing Baynham’s petition failed to state a cause of action, given that the
LWPA makes clear that his Class B membership rights are not wages under
the LWPA. Importantly, both parties agree that the only substantive change
between their earlier motions and the current motions was the legislative
change to the LWPA.
On December 15, 2025, the district court held a hearing and found
that it could not consider summary judgment on the issue of whether Public
Act 113 of 2025 is retroactive and denied Maven and MRP’s motion for
summary judgment. The district court also denied Maven and MRP’s
exception, finding that it was limited to the four corners of the petition.
5
Maven and MRP filed a writ application to this court, which has been
converted into this appeal.
DISCUSSION
Maven and MRP have asserted four assignments of error. The first
three assignments of error, listed below, all involve the denial of the motion
for summary judgment by the trial court and will be addressed together.
Maven and MRP argue:
First Assignment of Error: The district court erred in interpreting the Louisiana Supreme Court’s per curiam order of September 24, 2025, as barring consideration of whether Public Act 113 of 2025 was
retroactive, a pure question of law.
Second Assignment of Error: The district court erred in denying defendants’ renewed motion for summary judgment with respect to plaintiff’s LWPA claim given that the Louisiana legislature recently clarified that profit interests such as plaintiff’s are not “wages” within the meaning of La. R.S. 23:631 and La. R.S. 23:634.
Third Assignment of Error: The district court erred in failing to consider defendants’ renewed motion for summary judgment in light of recent legislative clarification because if the Class B membership rights are not “wages” or “amounts then due under the terms of employment” within the meaning of the recently clarified Louisiana Wage Payment statute, the undisputed underlying documents clearly and
unambiguously provide that MRP may reacquire a Class B member’s interests without any consideration upon the effective date of his voluntary resignation, so there can be no LWPA violation, breach of contract, conversion, or alternatively, unjust enrichment claim.
Appellate courts review summary judgments de novo under the same
criteria that govern the district court’s consideration of whether summary
judgment is appropriate. Costello v. Hardy, 03-1146 (La. 1/21/04), 864 So.
2d 129. A trial court must grant a motion for summary judgment if the
motion, memorandum, and supporting documents show that there is no
genuine issue as to material fact and that the mover is entitled to judgment as
a matter of law. La. C.C.P. art. 966(A)(3). Summary judgment procedure is
6
now favored under our law and will be construed to secure the just, speedy,
and inexpensive determination of every action except those disallowed by
La. C.C.P. art. 969. La. C.C.P. art. 966(A)(2); Farrell v. Circle K Stores,
Inc., 22-00849 (La. 3/17/23), 359 So. 3d 467.
The burden of proof rests with the mover; nevertheless, if the mover
will not bear the burden of proof at trial on the issue that is before the court
on the motion for summary judgment, the mover’s burden on the motion
does not require him to negate all essential elements of the adverse party’s
claim, action, or defense, but rather to point out to the court the absence of
factual support for one or more elements essential to the adverse party’s
claim, action, or defense. La. C.C.P. art. 966(D)(1).
The burden is on the adverse party to produce factual support
sufficient to establish the existence of a genuine issue of material fact or that
the mover is not entitled to judgment as a matter of law. Id. When a motion
for summary judgment is made and supported as provided in La. C.C.P. art.
967(A), an adverse party may not rest on the mere allegations or denials of
his pleading, but his response, by affidavits or as otherwise provided in La.
C.C.P. art. 967(A), must set forth specific facts showing that there is a
genuine issue for trial. La. C.C.P. art. 967(B). If he does not so respond,
summary judgment, if appropriate, shall be rendered against him. Id.
A fact is material if it potentially ensures or precludes recovery, affects a
litigant’s ultimate success, or determines the outcome of the legal dispute.
Freeman v. W. Carroll Par. Police Jury, 54,750 (La. App. 2 Cir. 9/21/22),
349 So. 3d 637, writ denied, 22-01583 (La. 12/20/22), 352 So. 3d 83. A
genuine issue of material fact is one as to which reasonable persons could
disagree; if reasonable persons could reach only one conclusion, there is no
7
need for trial on that issue and summary judgment is appropriate. Harris v.
City of Shreveport, 53,101 (La. App. 2 Cir. 4/22/20), 295 So. 3d 978;
Maggio v. Parker, 17-1112 (La. 6/27/18), 250 So. 3d 874. In determining
whether an issue is genuine, a court should not consider the merits, make
credibility determinations, evaluate testimony, or weigh evidence. Chanler
v. Jamestown Ins. Co., 51,320 (La. App. 2 Cir. 5/17/17), 223 So. 3d 614,
writ denied, 17-01251 (La. 10/27/17), 228 So. 3d 1230.
This matter presents an uncommon situation. As described above, this
Court previously affirmed the trial court’s earlier ruling in favor of a motion
for partial summary judgment and that judgment was brought before the
Louisiana Supreme Court. The Louisiana Supreme Court reversed, holding
that:
Based on our review, we find there is a sufficient factual
dispute over the interpretation of the agreement which makes
summary judgment inappropriate. Accordingly, the judgment
of the district court granting partial summary judgment in favor
of plaintiff is reversed. The case is remanded to the district
court for further proceedings.
Both parties agree that the only thing in the lawsuit that has changed
since their previous motions for summary judgment is the enactment of La.
R.S. 23:631(F), which states:
The provisions of this Section and R.S. 23:634 shall not apply
to profits interest granted or issued by an entity taxed as a
partnership for federal income tax purposes.
Maven and MRP argue that La. R.S. 23:631(F) is simply clarifying the law,
and that this clarification is sufficient to justify the grant of their motion for
summary judgment, as they are taxed as partnerships for federal income tax
purposes. Thus, Baynham’s profit interest acquired in his Class B
membership rights are not wages. Maven and MRP contend that because
8
La. R.S. 23:631(F) simply clarifies existing law, it is interpretative and
should be applied retroactively. Baynham, on the other hand, argues that the
timing and language of the legislative change is neither coincidental nor
untargeted to this pending litigation, and that the 2025 amendment to La.
R.S. 23:631(F) was a substantive change to the law and cannot be applied
retroactively to the matter at hand, as his rights were vested prior to the
substantive change in the law.
The Louisiana Supreme Court has previously found that this case
involves factual disputes regarding the interpretation of the agreements
between the parties, and we conclude those factual disputes have not been
resolved in the time period since its ruling and the renewed motion for
summary judgment. The enactment of La. R.S. 23:631(F) occurred on June
8, 2025, and was effective August 1, 2025, more than a month before the
Louisiana Supreme Court’s earlier ruling in this matter on September 24,
2025. The Supreme Court’s consideration of this matter was after enactment
of La. R.S. 23:631(F). The arguments of Maven and MRP today of the
retroactive application of the “clarification” by the legislature of the law
would have been considered by the Supreme Court and, if controlling, it
could have resolved all issues in this matter by concluding there were no
genuine issues of material fact. Such is not the case, and the Supreme Court
held genuine issues of material fact remained.
Considering the above, we affirm the trial court and find that there are
sufficient questions of material fact that prevent the granting of a motion for
summary judgment currently. There remain unresolved material
considerations of, among other items, the contradictory provisions of the
operating agreements and consideration by the trial court of La. R.S.
9
23:631(F). Accordingly, Maven and MRP’s assignments of error on this
topic are without merit.
Finally, Maven and MRP assert the following as their fourth
assignment of error:
Fourth Assignment of Error: The district court erred in denying defendants’ peremptory exception of cause of action in light of Public Act 113 of 2025, which clarified existing law that the LWPA does not apply to profit interests issued by entities taxed as a partnership under federal tax law like MRP and MRM.
The function of the peremptory exception of no cause of action is to
test the legal sufficiency of the petition, which is done by determining
whether the law affords a remedy on the facts alleged in the pleading.
Ramey v. DeCaire, 03-1299 (La. 3/19/04), 869 So. 2d 114. La. C.C.P. art.
931 states that no evidence may be introduced at any time to support or
controvert the objection that the petition fails to state a cause of action.
Therefore, the court reviews the petition and accepts well-pleaded
allegations of fact as true. Ramey, supra. All doubts are resolved in favor of
the sufficiency of the petition to afford litigants their day in court. Jackson
v. City of New Orleans, 12-2742 (La. 1/28/14), 144 So. 3d 876. The issue at
the trial of the exception of no cause of action is whether, on the face of the
petition, the plaintiff is legally entitled to the relief sought. Ramey, supra.
An appellate court’s review of a trial court’s ruling sustaining or
denying an exception of no cause of action is de novo because the exception
raises a question of law, and the trial court’s decision is based only on the
sufficiency of the petition. Grayson v. Gulledge, 55,214 (La. App. 2 Cir.
9/27/23), 371 So. 3d 1133, writ denied, 23-01437 (La. 1/10/24), 376 So. 3d
847.
10
A review of the record makes clear that Baynham successfully stated
causes of action on the face of the petition for which he could be entitled to
relief, including asserting additional causes of action for conversion and
unjust enrichment. As noted above, the Louisiana Supreme court has
determined that there are questions of fact in this case sufficient to make
summary judgment inappropriate. Just as summary judgment would be
inappropriate in this case, so would an exception of no cause of action. The
face of Baynham’s petition has alleged facts and law, and he has asserted a
theory of different causes of action that could entitle him to relief. For these
reasons, this assignment of error is without merit.
CONCLUSION
For the above reasons, the trial court’s ruling is affirmed. Costs of
this appeal are assessed to defendants Maven Royalty Management LLC,
and Maven Royalty Partners.
AFFIRMED.
11