GBB PROPERTIES TWO, LLC, ET AL.
STIRLING PROPERTIES, LLC, ET AL.
FROM THE FIFTEENTH JUDICIAL DISTRICT COURT PARISH OF
LAFAYETTE, NO. C-20162400 HONORABLE EDWARD D. RUBIN, DISTRICT
B. BARRIERE SKYLAR ROSENBLOOM REBECCA SHA FISHMAN HAYGOOD,
L.L.P. COUNSEL FOR DEFENDANT/APPELLEE: STIRLING PROPERTIES,
LLC AMBASSADOR TOWN CENTER JV, LLC CBL & ASSOCIATES
MANAGEMENT, INC. FOUR MAGNOLIAS, LLC AMBASSADOR
W. MINIEX CLYDE R. SIMIEN KATRENA A. PORTER SIMIEN &
MINIEX, APLC COUNSEL FOR DEFENDANT/APPELLEE: STIRLING
PROPERTIES, LLC AMBASSADOR TOWN CENTER JV, LLC CBL &
ASSOCIATES MANAGEMENT, INC. FOUR MAGNOLIAS, LLC AMBASSADOR
PATRICK S. MCGOEY ANDREA V. TIMPA ELLIE T. SCHILLING
SCHONEKAS, EVANS, MCGOEY & MCEACHIN, LLC COUNSEL FOR
PLAINTIFF/APPELLANT: GBB PROPERTIES TWO, LLC DBR PROPERTIES,
composed of Sylvia R. Cooks, John D. Saunders, and Elizabeth
A. Pickett, Judges.
D. SAUNDERS JUDGE
a case involving the development of real property as a major
mixed-use project. Appellants asserted various claims arising
under a purchase agreement and a payment-in-lieu-of-taxes
agreement relating to the development of infrastructure
improvements to the "master tract" of the project.
trial court granted a partial summary judgment dismissing
Appellants' claims relating to the purchase agreement.
Appellants appeal the dismissal of those claims.
AND PROCEDURAL HISTORY:
lawsuit arises out of a commercial development known as
Ambassador Town Center. The development spans 125 plus acres
and includes a Costco, Dicks Sporting Goods, Lazyboy and
2013, GBB Properties Two, LLC and DBR Properties, LLC
(Collectively "Appellants") agreed to sell a
portion of the 125 acre "master tract" to Four
Magnolias, LLC. Prior to the Act of Sale, a Purchase
Agreement was entered into by the parties which obligated
Four Magnolias, LLC to buy at least 41 acres of the 125 acre
"master tract." It also obligated Four Magnolias to
pay for the construction of infrastructure improvements
outside of the property it was to acquire, i.e., the
remaining property in the "master tract." Section
2.B of the Purchase Agreement provided that if Four
Magnolias, LLC did not incur a certain amount of costs to
make the infrastructure improvements, it would owe Appellants
a rebate. As such, under Section 2.B, Four Magnolias, LLC is
required to account for the possibility that it would owe a
rebate to Appellants once construction was completed.
Thereafter, Four Magnolias, LLC assigned its interest in the
land to Ambassador Town Center JV, LLC.
of Sale was entered into between Appellants and Ambassador
Town Center JV. The Act of Sale did not address these
off-site infrastructure costs or the rebate.
Infrastructure, LLC completed all of the public
infrastructure on the land acquired in the Act of Sale. No
such public infrastructure was done to the remaining land in
the "master tract."
filed suit against Ambassador Infrastructure, LLC, Four
Magnolias, LLC, and Ambassador Town Center JV (Collectively
"Appellees"). Appellants asserted in its suit,
inter alia, claims involving obligations stemming
from the Purchase Agreement that were not included in the Act
of Sale. ...