RAYMOND C. DAVIS
ROBERT ST. ROMAIN
FROM THE FOURTEENTH JUDICIAL DISTRICT COURT PARISH OF
CALCASIEU, NO. 2010-2856 HONORABLE SHARON D. WILSON, DISTRICT
S. Clemons Todd Clemons & Associates A Professional Law
Corporation Third Party Appellee - Palvest, Inc.
C. Gary Dwight Law Firm, LLC Defendant/Appellee - Robert St.
M. Landry, III Christian B. Landry The Landry Law Firm
Appellant - Difang, LLC
composed of Ulysses Gene Thibodeaux, Chief Judge, John D.
Saunders, and Marc T. Amy, Judges.
J., concurs in the result.
ULYSSES GENE THIBODEAUX CHIEF JUDGE.
Davis and Robert St. Romain entered into a purchase agreement
for Mr. St. Romain to sell land he inherited from his father.
The agreement mandated the act of sale date could be extended
thirty days if curative work was needed. Mr. Davis sought to
correct title defects and triggered the extension. However,
he did not perform curative work, and Mr. St. Romain refused
to execute closing documents. Thus, the purchase agreement
expired without the property being conveyed. Mr. Davis filed
suit alleging breach of contract. The trial court issued a
judgment in favor of Mr. St. Romain and determined a
third-party purchaser, Palvest, Inc., was the rightful owner.
It reasoned Mr. Davis failed to perform necessary curative work,
even after he requested an extension to do so. For the
reasons that follow, we affirm the trial court's
decide whether the trial court erred in finding Mr. Davis,
the proposed purchaser, breached the terms of the purchase
agreement by not performing curative work after extending the
act of sale date and finding Palvest, Inc. was entitled to
the subject property.
AND PROCEDURAL HISTORY
a dispute over the purchase of immovable property. The buyer,
Mr. Davis, and the seller, Mr. St. Romain,  entered into a
purchase agreement for 330 acres. Robert St. Romain and his
siblings inherited the property from their father after his
death. The Judgment of Possession omitted a 28.426 acre tract
their father owned. The parties initiated paperwork to amend
the judgment to include the additional tract. However, the
amending paperwork was never filed; thus, the heirs were
never put into possession of the tract.
purchase agreement mandated the closing to take place on
April 26, 2010, at 4:00 p.m. or sooner if mutually agreed.
The agreement allowed the closing date to be extended thirty
(30) days if curative work was required. On the act of
sale date, Mr. Davis's attorney sent correspondence to
Mr. St. Romain's attorney informing him curative work was
required because the Judgment of Possession needed to be
amended to include the 28.426 acre tract. The letter also
noted his concern that Mr. St. Romain made efforts to sell
his interest to a third party, Palvest, Inc. The purchase
agreement between Palvest and Mr. St. Romain was signed on
December 30, 2009, and January 4, 2010, respectively. Mr. St.
Romain stated he signed the agreement with Palvest because of
his concern Mr. Davis would not follow through with the
he used the extension, Mr. Davis created Difang, LLC. He and
his wife were the sole members. Mr. Davis assigned and
transferred his rights in the purchase agreement to Difang.
He stated he founded Difang for estate planning purposes. A
year before Difang was founded, a judgment against Mr. Davis
in an ...