## Facts

- Cameron Equipment Co., Inc. bought two used diesel engines from Petroleum Services, Inc. on June 12, 1987 as part of a larger equipment purchase.
- The engines remained in a third-party equipment yard (Power Rig Drilling Co.) where they had been located before the sale.
- For about two years, Cameron did not remove the engines or mark them as its property.
- On June 12, 1989, Petroleum Services resold the same engines to Power International, Inc., which resold them to American General Transportation Co., Inc.
- American General brokered the engines to Stewart & Stevenson Services, Inc., which needed them for a towboat project.
- On June 15, 1989, American General removed the engines from the yard and delivered them to Stewart & Stevenson; Cameron arrived at the yard hours later intending to retrieve the engines.
- Cameron sued for return of the engines and conversion damages; the trial court found Petroleum Services liable for conversion (\$50,000) but rejected claims against the later purchasers and declined to hold Petroleum Services’ officer (Travis Ward) personally liable.

## Issues

1. Whether Cameron obtained “possession” of the engines such that its ownership was effective against third parties under Louisiana Civil Code article 518.
2. Whether subsequent purchasers who took delivery in good faith acquired ownership under article 518 despite Cameron’s earlier purchase.
3. Whether the corporate veil should be pierced to impose personal liability on Travis Ward for the resale/conversion.

## Decision

- The appellate court affirmed the judgment.
- Cameron did not obtain possession within the meaning of article 518 because the engines were left in place without an objective change showing they were held for Cameron.
- The subsequent purchasers were good-faith transferees, and possession was delivered in the later chain; article 518 vested ownership in the good-faith transferee who received delivery, defeating Cameron’s revendicatory and conversion claims against them.
- Petroleum Services’ conversion liability and the \$50,000 damages award were upheld.
- The refusal to pierce the corporate veil and impose personal liability on Ward was affirmed.

## Legal Principles

- Under Louisiana Civil Code article 518, ownership of a movable transfers between contracting parties by agreement, but is effective against third persons upon delivery of possession to the transferee.
- If possession is not delivered to the first transferee, a subsequent transferee who receives delivered possession in good faith acquires ownership.
- Leaving a movable in a third party’s yard without clear acts evidencing transfer of possession to the buyer may be insufficient to establish delivery of possession against third parties.
- Piercing the corporate veil is exceptional and generally requires proof of fraud, misuse of the corporate form, or comparable misconduct; acting as a corporate officer, without more, does not create personal liability.

## Conclusion

Because Cameron never received delivered possession of the engines, Louisiana Civil Code article 518 protected later good-faith transferees who did receive delivery, leaving Cameron with a conversion remedy only against the original seller and no basis to impose individual liability on the seller’s officer.


Cameron Equip. Co. v. Stewart & Stevenson Servs., Inc., 685 So. 2d 696 (La. Ct. App. 3d Cir. 1996)