South Louisiana Electric Cooperative Association v. Virginia Transformer Corporation et al

1

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF LOUISIANA

SOUTH LOUISIANA ELECTRIC
COOPERATIVE ASSOCIATION CIVIL ACTION

VERSUS NO: 26-159

VIRGINIA TRANSFORMER
CORP. SECTION “H”

ORDER AND REASONS
Before the Court is Defendant’s Motion to Dismiss (Doc. 15 ). For the
following reasons, the Motion is GRANTED.

BACKGROUND
Plaintiff South Louisiana Electric Cooperative Association purchased
two transformer units from Defendant Virginia Transformer Corporation for
use at its substation site in Terrebonne Parish. Transformer A was energized
on May 13, 2019, and Transformer B was energized on August 28, 2019.
Plaintiff alleges that the Sudden Pressure Relays (“SPRs”) on both units have
repeatedly tripped since their installation. It brings Louisiana state law
redhibition and breach of contract claims against Defendant pursuant to this
Court’s diversity jurisdiction.
Defendant now moves to dismiss the claims against it, arguing that
Plaintiff’s redhibition claims are prescribed and that it has failed to state a
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claim for breach of contract. Plaintiff opposes. This Court will consider each
argument in turn.

LEGAL STANDARD
To survive a Rule 12(b)(6) motion to dismiss, a plaintiff must plead
enough facts “to state a claim for relief that is plausible on its face.”
1
A claim is
“plausible on its face” when the pleaded facts allow the court to “draw the
reasonable inference that the defendant is liable for the misconduct alleged.”
2

A court must accept the complaint’s factual allegations as true and must “draw
all reasonable inferences in the plaintiff’s favor.”
3
The court need not, however,
accept as true legal conclusions couched as factual allegations.
4
To be legally
sufficient, a complaint must establish more than a “sheer possibility” that the
plaintiff’s claims are true.
5
If it is apparent from the face of the complaint that
an insurmountable bar to relief exists and the plaintiff is not entitled to relief,
the court must dismiss the claim.
6
The court’s review is limited to the
complaint and any documents attached to the motion to dismiss that are
central to the claim and referenced by the complaint.
7

1
Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550
U.S. 544, 547 (2007)).
2
Id.
3
Lormand v. U.S. Unwired, Inc., 565 F.3d 228, 232 (5th Cir. 2009).
4
Iqbal, 556 U.S. at 678.
5
Id.
6
Lormand, 565 F.3d at 255–57.
7
Collins v. Morgan Stanley Dean Witter, 224 F.3d 496, 498 (5th Cir. 2000).
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LAW AND ANALYSIS
Defendant moves for dismissal of Plaintiff’s redhibition and breach of
contract claims.
A. Redhibition
Under Louisiana law, “when a defect in the thing sold renders it
absolutely useless, or so inconvenient in use that the law supposes a buyer
would not have purchased that item had he known of the vice, an action lies in
redhibition.”
8
Plaintiff alleges that the transformers that it purchased from
Defendant have redhibitory defects. Specifically, Plaintiff alleges that the
SPRs on both units have repeatedly tripped “since installation.”
9
Plaintiff
references instances in July 23, 2022; October 2023; and September 25, 2023.
Defendant argues that Plaintiff’s redhibition claim should be dismissed
because it has prescribed. Louisiana Civil Code article 2534 provides, in
relevant part, that:
B. The action for redhibition against a seller who knew, or is
presumed to have known, of the existence of a defect in the thing
sold prescribes in one year from the day the defect was discovered
by the buyer or ten years from the perfection of the contract of sale,
whichever occurs first.
C. In any case prescription on an action for redhibition is
interrupted when the seller accepts the thing for repairs and
commences anew from the day he tenders it back to the buyer or

8
Manning v. Scott-Hixson-Hopkins, Inc., 605 So. 2d 233, 235 (La. App. 2 Cir. 1992).
9
Doc. 13.
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notifies the buyer of his refusal or inability to make the required
repairs.
“Where the petition shows that the claim has prescribed, the buyer must prove
otherwise.”
10

This Court agrees with Defendant that Plaintiff’s redhibition claim is
prescribed on the face of the Complaint. Plaintiff’s Complaint states that the
SPRs have been tripping since installation in 2019, and therefore Plaintiff has
known about the defect since that time. The prescriptive period on its
re dhibition claim therefore began to run in 2019, and the claim prescribed in
2020—well before this action was filed in 2025.
In opposition, Plaintiff invokes Section C of Article 2534 to argue that
Defendant’s attempts to repair the transformers interrupted prescription.
Plaintiff’s Complaint alleges that Defendant attempted to repair the SPR issue
in February 2023 and again in January 2024. It alleges that on September 5,
2024, Defendant performed an inspection of the units to determine the cause
of the SPR trips and found no defects. Plaintiff contends that the September 5,
2024 inspection interrupted prescription and commenced a new one-year
period—making its September 5, 2025 filing timely.
The problem with Plaintiff’s theory, however, is that by the time the
September 5, 2024 inspection occurred (or indeed any of the alleged attempts
at repair), the prescriptive period had already run. It is well settled that a
prescriptive period that has already run cannot be suspended or interrupted.
11

Based on the allegations of the Complaint, prescription began to run at

10
Stichberry v. Nolan, 765 So. 2d 1201, 1204 (La. App. 2 Cir. 2000).
11
Dominion Expl. & Prod., Inc. v. Waters, 972 So. 2d 350, 362 (La. App. 4 Cir. 2007).
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installation when the SPRs began tripping. Accordingly, the one-year
prescriptive period began to run in 2019 and ended in 2020. Plaintiff has not
shown that the prescriptive period was interrupted, and therefore, Plaintiff’s
redhibition claim is prescribed on the face of the Complaint.
B. Breach of Contract
Defendant next moves to dismiss Plaintiff’s breach of contract claim.
Plaintiff’s Complaint alleges that because of the defects in the transformers,
Defendant breached its obligations under the contract of sale, including to sell
products free from defects and to sell products that perform in accordance with
the specifications of the contract. Defendant correctly alleges that Plaintiff’s
breach of contract claim is based on hidden defects and therefore must be
brought as an action for redhibition. “It is ‘fundamental Louisiana law’ that
actions based on breach of warranty against defects are to be pursued in
redhibition instead of as a breach of contract.”
12
Accordingly, Plaintiff cannot
repackage its redhibition claim into a breach of contract claim.
In its opposition, Plaintiff argues that its breach of contract claim is a
claim for breach of the warranty of fitness under Article 2524 because the
transformers are not fit for their ordinary use. However, this claim is not
sufficiently alleged in the Complaint, which solely alleges facts based on the
theory that the transformers had a latent defect. “It is axiomatic that the

12
Leo v. Jeld-Wen, Inc., 835 F. App’x 727, 731 (5th Cir. 2020).
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complaint may not be amended by the briefs in opposition to a motion to
dismiss.”
13
Accordingly, Plaintiff’s breach of contract claim is dismissed.
When granting a Motion to Dismiss, the Court must consider whether
the plaintiff should be given leave to amend the complaint. Though “[l]eave to
amend should be freely given,” a court may decline to give such leave as long
at the denial is justified on grounds of “undue delay, bad faith or dilatory
motive on the part of the movant, repeated failure to cure deficiencies by
amendments previously allowed, undue prejudice to the opposing party by
virtue of allowance of the amendment, futility of amendment, etc.”
14
Having
found none of these grounds here, Plaintiff shall have leave to amend its
Complaint to the extent that it can remedy the deficiencies identified herein.

CONCLUSION
For the foregoing reasons, the Motion is GRANTED. Plaintiff may
amend its Complaint within 20 days of this Order to the extent that it can
remedy the deficiencies identified herein. Failure to amend will result in
dismissal of this matter with prejudice.

New Orleans, Louisiana this 14th day of August, 2026.

____________________________________
JANE TRICHE MILAZZO
UNITED STATES DISTRICT JUDGE

13
Roebuck v. Dothan Sec., Inc., 515 F. App’x 275, 280 (5th Cir. 2013) (citation
modified).
14
U.S. ex rel. Adrian v. Regents of Univ. of California, 363 F.3d 398, 403 (5th Cir.
2004).
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