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Ratcliff Dev., L.L.C. v. Ollie Lee Corp.

Court of Appeal of Louisiana, Third Circuit

January 7, 2015


Page 699


Kelvin G. Sanders, Alexandria, Louisiana, COUNSEL FOR DEFENDANT/APPELLANT: Ollie Lee Corporation.

Brian K. Thompson, Jessica Firment, Law Offices of Brian K. Thompson, A.P.L.C., Alexandria, Louisiana, COUNSEL FOR PLAINTIFF/APPELLEE: Ratcliff Development, L.L.C.

CONERY, Judge. Court composed of Shannon J. Gremillion, Phyllis M. Keaty, and John E. Conery, Judges.


Page 700

[14-584 La.App. 3 Cir. 1] CONERY, Judge.

This case involves a petition for specific performance by Ratcliff Development, L.L.C. (Ratcliff) against the Ollie Lee Corporation (Ollie Lee), seeking to enforce the terms of a Commercial/Land Agreement to Purchase/Sell (Purchase Agreement) executed on July 26, 2012, between Ratcliff and Ollie Lee for the sale of property located adjacent to Ratcliff's business operation at 3710 Lee Street, Alexandria, Louisiana (Property). The trial court ordered that Ollie Lee specifically perform under the terms of the Purchase Agreement and complete the sale of the property to Ratcliff. Ollie Lee now timely appeals the trial court's judgment signed on November 22, 2013.


Ollie Lee asserts the following assignment of error, " [t]he trial court erred by ordering specific performance of the contract between the parties."


Standard of Review

" [A]ppellate jurisdiction of a court of appeal extends to law and facts." La.Const. art. 5, § 10(B). The appellate court must determine whether the trial court committed an error of law or made a factual finding that was manifestly erroneous or clearly wrong. Gibson v. State, 99-1730 (La. 4/11/00), 758 So.2d 782, cert. denied, 531 U.S. 1052, 121 S.Ct. 656, 148 L.Ed.2d 559 (2000). The reviewing court must review the record in its entirety to make this determination. Stobart v. State, Dep't of Transp. and Dev., 617 So.2d 880 (La.1993). " Consequently, when there are two permissible views of the evidence, the factfinder's choice between them cannot be manifestly erroneous." Ardoin v. Firestone Polymers, L.L.C., p. 6, 10-245 (La. 1/19/11), 56 So.3d. 215, 219; see also Harvey v. City of Eunice Police Dep't, 10-1228 (La. [14-584 La.App. 3 Cir. 2] App. 3 Cir. 4/6/11), 62 So.3d 290.

However, statutory interpretations are questions of law. Shell v. Wal-Mart Stores, Inc., 00-997 (La.App. 3 Cir. 3/21/01), 782 So.2d 1155, writ denied, 01-1149 (La. 6/15/01), 793 So.2d 1244. Although a reviewing court defers to a trial court's reasonable decision on a question or matter properly within the trial court's discretion, if the trial court's decision is based on an erroneous interpretation or application of the law, such an incorrect decision is not entitled to deference. Kem Search, Inc. v. Sheffield, 434 So.2d 1067 (La.1983).

Questions of contractual interpretation are questions of law, which are subject to a de novo standard of review. Mitchell v. Patterson Ins. Co., 00-612 (La.App. 3 Cir. 12/6/00), 774 So.2d 366. Contracts have the force of law between the parties, and the courts are bound to interpret them according to the common intent of the parties. La.Civ.Code arts. 1983 and 2045. If the words of the contract are clear, unambiguous, and lead to no absurd

Page 701

consequences, the court need not look beyond the contract language to determine the true intent of the parties. La.Civ.Code art. 2046. " Each provision in a contract must be interpreted in light of the other provisions so that each is given the meaning suggested by the contract as a whole." La.Civ.Code art. 2050. Whether a contract is ambiguous is a question of law. La. Ins. Guar. Ass'n v. Interstate Fire & Cas. Co., 93-911 (La. 1/14/94), 630 So.2d 759.

Terms and Negotiation Of The Purchase Agreement

On May 10, 2006, prior to the signing of the Purchase Agreement, Ollie Lee obtained a tax sale certificate to the Property. On March 1, 2012, Ollie Lee filed a [14-584 La.App. 3 Cir. 3] petition for monition, which was granted on March 6, 2012.[1] As required by law, a monition notice was published in the local newspaper beginning on March 22, 2012, and ending on May 13, 2012. The affidavit of publication was executed on May 15, 2012, which would have allowed for the finalization of the monition transferring title of the Property to Ollie Lee after July 14, 2012, the date marking sixty days from the last monition notice.[2] After July 14, 2012, all that was required for Ollie Lee to obtain full ownership of the Property was a clerk's certificate stating that the required monition notice had been properly filed in the local newspaper and a judgment confirming and homologating the May 10, 2006 tax sale of the Property to Ollie Lee.[3] Ollie Lee would have been required

Page 702

to transfer [14-584 La.App. 3 Cir. 4] title to Ratcliff pursuant to the Purchase Agreement.

The evidence presented at trial confirmed that this process could have been completed prior to the signing of the Purchase Agreement by Ollie Lee on July 26, 2012, or the filing of Ratcliff's lawsuit on November 11, 2012. However, Ollie Lee did not file the required clerk's certificate until November 29, 2012. Ollie Lee obtained full ownership of the Property on December 3, 2012, when a " Judgment Confirming and Homologating Sale" was signed by the trial court.

The record confirms that Ollie Lee did not have the necessary clear title to the Property when the Purchase Agreement was signed on July 26, 2012, by Ollie Lee's Treasurer, Mr. Clarence Dabney, Jr., who is also a licensed real estate agent in the State of Georgia. Mr. Gregg Thompson, on behalf of Ratcliff, who is a licensed real estate agent in Louisiana, executed the Purchase Agreement on July 25, 2012. The two parties agreed to a sales price of $20,000.00 for the Property, which is located next to property owned by Ratcliff. The Property was a part of Ratcliff's plan for an office/storage complex, which was a part of an even larger development plan envisioned by Ratcliff.[4]

If the terms of the Purchase Agreement at issue are " clear and explicit and lead to no absurd consequences, no further interpretation may be made in search of the parties' intent. La.Civ.Code art. 2046." Gonsoulin v. Pontiff, 11-177, p. 5 [14-584 La.App. 3 Cir. 5] (La.App. 3 Cir. 10/5/11), 74 So.3d 809, 812. In this case, the Purchase Agreement is a standard form for the sale and/or purchase of commercial ...

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