Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

Family Worship Center Church, Inc. v. Solomon

Court of Appeals of Louisiana, First Circuit

June 21, 2018

FAMILY WORSHIP CENTER CHURCH, INC. ON ITS OWN BEHALF AND DERIVITAVELY ON BEHALF OF HEALTH SCIENCE PARK, L.L.C.
v.
GARY N. SOLOMON, STEHPEN H. JONES, TERRY D. JONES, AND HEALTH SCIENCE PARK, L.L.C.

          Appealed from the Nineteenth Judicial District Court In and for the Parish of East Baton Rouge State of Louisiana Suit Number C537353 Honorable William A. Morvant, Presiding

          Stewart E. Niles, Jr. Bryan J. Knight Mark E. Kaufman New Orleans, LA and David M. Cohn D. Brian Cohn M. Virginia Kelly Smith Baton Rouge, LA Counsel for Plaintiff/Appellant Family Worship Center Church, Inc.

          Claude F. Reynaud, Jr. Jeanne C. Comeaux Scott N. Hensgens Danielle L. Borel Baton Rouge, LA and Joseph R. Ward, Jr. Covington, LA Counsel for Defendants/ Appellees Gary N. Solomon, Stephen H. Jones, Terry D. Jones & Health Science Park, L.L.C.

          BEFORE: GUIDRY, PETTIGREW, AND CRAIN, JJ.

          GUIDRY, J.

         Family Worship Center Church, Inc. on its own behalf and derivatively on behalf of Health Science Park, L.L.C. (FWCC), appeals from a trial court judgment in favor of defendants, Gary N. Solomon, Stephen H. Jones, Terry D. Jones, and Health Science Park, L.L.C. (collectively HSP). For the reasons that follow, we reverse and remand.

         FACTS AND PROCEDURAL HISTORY

         On August 19, 2003, FWCC and HSP entered into an option agreement for the purchase and lease of certain real estate owned by FWCC near Bluebonnet Boulevard in Baton Rouge, Louisiana. The purpose of the agreement was to give HSP the right to acquire property that could be used if selected as a relocation site for Earl K. Long Medical Center, controlled by Louisiana State University Health Science System (LSU project). This agreement, by its terms, was expressly limited to the LSU project. Precise property descriptions were not included in the agreement, but a survey of the property was to take place after the option was executed. This agreement, as extended, expired in August 2004.

         Thereafter, following intense negotiations, FWCC and HSP entered into another option agreement on November 5, 2004. This agreement, however, did not contain language limiting the exercise of the option to the LSU project. The agreement provided that the purchase option was granted in consideration of payment by HSP of $150, 000.00, included 15.76 acres (Tract 1) and 21.062 acres (Tract 2), and expired three hundred sixty-five days following the effective date. The agreement further provided that HSP shall have the exclusive and unconditional right to extend the purchase option for an additional one hundred eighty days upon payment to FWCC of $100, 000.00, together with written notice of its election to extend prior to expiration of the first purchase option period. With regard to the lease option, which covered land consisting of approximately 28.5 acres (Tract 2B-1), the agreement provided that the first lease option period would expire one year after the effective date, and that HSP shall have the exclusive and unconditional right and option to extend the lease option period for two additional one hundred eighty-day periods upon payment of an additional $50, 000.00 for each extension and written notice of HSP's election to extend the lease option period. The lease option further provided that if HSP failed to give timely payment and notice of its election to extend the lease option period, the agreement would terminate.

         In September 2005, following Hurricane Katrina, both HSP and FWCC attempted to lease the property subject to the November 5, 2004 option agreement. On September 7, 2005, HSP recorded the option agreement in the East Baton Rouge Parish mortgage and conveyance records, attaching as exhibits to the agreement 2002 sketches of the property prepared by GWS Engineering. HSP also filed suit against FWCC for FWCC's failure to comply with its obligations under the option agreement, seeking an injunction and an order that FWCC honor the exclusive and irrevocable option agreement. FWCC responded by filing a reconventional demand. However, on October 3, 2005, the parties entered into a settlement agreement, wherein they agreed that FWCC would be given a ninety-day opportunity to lease the property subject to the lease option, and if successful, would pay HSP $600, 000.00. If at the end of the ninety-day period no payment had been made or no lease had been consummated, HSP would have thirty-one days to exercise the lease option. All remaining claims of both HSP and FWCC were dismissed without prejudice. The settlement agreement did not affect the purchase option.

         FWCC did not lease the property, and on October 21, 2005, it filed a petition against HSP, seeking a declaratory judgment that the November 5, 2004 option agreement was null and void and of no effect and that HSP had no rights or interest in any of the property, rights, or interests of FWCC; a preliminary injunction prohibiting HSP from preventing FWCC from using, occupying, selling, or leasing any of its property and ordering HSP to cancel from the public records any recorded documents affecting FWCC's title; damages; and other specified relief.

         Thereafter, on November 10, 2005, HSP sent notice to FWCC, accompanied by a check for $100, 000.00, that it was extending the purchase option and declaring its intent to exercise the lease option if FWCC failed to pay it $600, 000.00 in accordance with the terms of the settlement agreement. On the same date, HSP answered FWCC's petition and filed a reconventional demand. HSP asserted that the option agreement included an exclusive and irrevocable option to purchase certain property owned by FWCC and an option to lease other property owned by FWCC, and that pursuant to the terms of the option agreement, HSP gave notice to FWCC and payment of $100, 000.00 on November 2, 2005, extending the purchase option. HSP sought dismissal of FWCC's claims; a declaratory judgment that the option agreement, as modified by the October 3, 2005 settlement agreement, was valid and enforceable; specific performance; injunctive relief; and damages. HSP attached a copy of the option agreement and sketches that it had previously filed in the mortgage and conveyance records.

         On January 9, 2006, HSP filed a motion for partial summary judgment as to FWCC's first prayer for relief, which sought to have the option agreement declared null and void and of no effect and that HSP had no rights or interest in or to any of the property, rights, or interests of FWCC. HSP also requested summary judgment to the extent that FWCC's remaining prayers for relief in any way sought an order from the court prohibiting HSP from asserting rights pursuant to the option agreement. On the same date, HSP also filed a request for expedited hearing, stating that it would be prejudiced if the matter was not heard within the next month, as the ongoing litigation was an impediment to its exercise of the purchase option and possibly the lease option. The trial court signed an order granting HSP's request and setting the hearing on the motion for partial summary judgment for February 6, 2006. FWCC, on January 13, 2006, filed a motion to continue the hearing on HSP's motion for partial summary judgment, asserting that it had inadequate time to conduct discovery and requesting that the court continue the hearing to a date no sooner than eight months from the date of filing of HSP's motion. The trial court set a hearing on FWCC's motion for February 6, 2006.

         On January 17, 2006, FWCC filed a first supplemental and amending petition and answer to HSP's reconventional demand. FWCC asserted that the November 5, 2004 option agreement contains numerous errors, omissions, and ambiguities concerning the specific property subject to the option, the price or rental amount to be paid in the event of the exercise of the option, and whether the option agreement itself contains two independent options or a single conjunctive option. Particularly, FWCC sought to amend the first prayer of its petition to read that "[j]udgment be rendered herein in favor of [FWCC] and against [HSP], reforming the November 5, 2004, Option Agreement to reflect the true intent of the parties" and stated that it wished to withdraw its demand that the option be rescinded, annulled, or avoided.

         On January 24, 2006, FWCC filed a supplemental and amending motion to continue hearing and a motion to dismiss HSP's motion for partial summary judgment as premature, because HSP had not exercised the option, and moot, because the basis upon which HSP sought summary judgment was removed from the petition by way of amendment. FWCC thereafter also filed an opposition to HSP's motion for partial summary judgment, also alleging the mootness of the motion, with supporting documentation. In a reply memorandum, HSP addressed FWCC's mootness argument, stating that although FWCC amended its petition to remove its claims for nullity, rescission, and avoidance, "what is still at issue [pursuant to HSP's reconventional demand] is for the Court to issue a ruling ... that the Option Agreement of November 5, 2004 is valid and enforceable, not subject to rescission because of any vice of consent, dismissing all such claims of FWCC, with prejudice."

         On January 31, 2006, Terry Jones sent a letter to FWCC, along with $50, 000.00, seeking to extend the lease option pursuant to the terms of the option agreement.

         Following a February 6, 2006 hearing on HSP's motion for partial summary judgment, the trial court signed a judgment on February 8, 2006, granting HSP's motion and dismissing all of FWCC's claims for annulment and rescission of the November 4, 2005 option agreement with prejudice.[1] FWCC subsequently filed a motion for reconsideration on February 21, 2006, which was denied. On the same date, FWCC sent a letter to HSP, whereby it notified HSP that it was exercising its legal right to terminate the November 5, 2004 option agreement because of the defaults and breaches of HSP. As stated in the letter, FWCC returned HSP's check in the amount of $50, 000.00 due to HSP's improper effort to extend the lease option and reserved and specifically did not waive any other breaches of the option, defaults, or other acts of non-compliance with the option terms.

         Also on February 21, 2006, HSP filed an amended reconventional demand and an amended answer to FWCC's first supplemental and amending petition, asserting that the February 21, 2006 letter could not terminate the irrevocable option agreement and alternatively, that the letter constituted an anticipatory breach of the option agreement. HSP sought specific performance, damages, and an injunction. Thereafter, on February 27, 2006, HSP filed a motion for summary judgment on FWCC's remaining claims that were not dismissed in the February 8, 2006 judgment, including claims for reformation and damages.

         On March 24, 2006, FWCC filed a motion for partial summary judgment requesting that the court, among other things, declare that HSP breached the terms of the option agreement by failing to conduct a survey within 270 days of the option agreement and therefore was not entitled to enforce any of its rights under the option and/or find that FWCC properly terminated the option agreement. Following a hearing on this motion, the trial court denied FWCC's motion, indicating that there were genuine issues of material fact precluding the granting of summary judgment.

         On April 5, 2006, FWCC sought leave of court to file a second supplemental and amended petition. Following an April 10, 2006 hearing on HSP's motion for summary judgment, the trial court signed a judgment on May 15, 2006, dismissing all of FWCC's claims with prejudice ...


Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.