1. Summarize the facts of this case.

2. State the applicable rule of law.

The Orleans Parish School Board (“School Board”) in New Orleans, Louisiana, hired Johnson & Higgins, Inc. (J&H), in 1996, creating an ongoing insurance consulting agreement between them. The terms of the agreement provided that the School Board would pay J&H, Inc. for its consulting services and would later be reimbursed by the insurance carrier eventually selected by the School Board. Pursuant to their agreement, over the next few years, J&H’s Mrs. Ippolito prepared several Requests for Proposals (“RFP”) on behalf of the School Board. The School Board paid its fees for this consulting work without complaint. During this time, Johnson & Higgins merged with Marsh McLennan, a company that thereafter merged into Marsh USA, Inc. In 2001, Mrs. Ippolito prepared, at the request of the School Board, two more requests for proposals. Per the terms of the RFPs, Marsh was to receive $70,000 as its consulting fee under NO. 7656 and a $5,000 consulting fee under NO. 7657. Mrs. Ippolito and her staff spent several months working on the project for the School Board. The School Board never paid Marsh for the services and Marsh USA, Inc. sued the School Board for breach of contract, seeking payment of $75,000. The School Board asserted that Marsh USA was not a proper party to the lawsuit and that no contract had existed with it. From a judgment for Marsh USA, Inc., the School Board appealed.

JUDICIAL OPINION

LOMBARD, J.… In its brief, the School Board attempts to make several arguments why it should not have to pay Marsh for the consulting fees it purportedly owes. The School Board’s first argument is that the trial court erred in finding that Marsh proved it was the successor corporation to Johnson & Higgins, the party with which it initially contracted for the insurance consulting services. The School Board argues that Marsh failed to produce documents proving that Marsh is the legal successor in interest of Johnson & Higgins, and thus, failed to prove an essential element of its case and that it had a right of action to bring this lawsuit.

The evidence in the record indicates that Marsh is the proper party to bring this lawsuit. Minutes from a 1997 School Board meeting reflect the School Board’s awareness of the merger between Johnson & Higgins and Marsh McLennan as well as the School Board’s acknowledgement of its continuing consulting contract with Johnson & Higgins/Marsh McLennan. The same minutes also reflect the School Board’s acknowledgement that a merger had thereafter occurred whereby Marsh McLennan was acquired by Marsh, USA. Moreover, a review of the Louisiana Secretary of State Corporations database confirms that Johnson & Higgins of Louisiana, Inc. merged into J&H Marsh & McLennan, which then merged into Marsh USA, Inc. As a matter of law, when two corporations merge or consolidate, the new successor corporation acquires all of the assets and rights of the former corporation. LSA-R.S. 12:115; McCarthy v. Osborn, 223 LA. 305, 65 So. 2d 776, 779 (La. 1953). Therefore, the School Board’s argument that Marsh has no right to bring the instant action is without merit.…

The School Board contracted with Marsh’s corporate predecessor for insurance consulting services. Marsh performed the services requested and the School Board accepted the work and used it to select its employee benefit programs. Marsh is entitled to recover the total sum of the fees owed in developing RFPs 7656 and 7657.