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Lake Charles Harbor & Terminal District v. IFG Port Holdings LLC

United States District Court, W.D. Louisiana, Lake Charles Division

January 16, 2019

LAKE CHARLES HARBOR & TERMINAL DISTRICT
v.
IFG PORT HOLDINGS, LLC

          MEMORANDUM RULING

          KATHLEEN KAY, UNITED STATES MAGISTRATE JUDGE.

         Before the court is a Motion for Summary Judgment filed by plaintiff, Lake Charles Harbor & Terminal District (“the Port”). Doc. 17. The motion is opposed by defendant, IFG Port Holdings, LLC (“IFG). Doc. 19.

         For the following reasons the motion will be GRANTED in part and DENIED in part.

         I.

         Facts and Procedural History

         This suit was initiated as one for Declaratory Judgment and Related Relief. Doc. 1. The Port claims jurisdiction is proper in this matter based on diversity of citizenship, 28 U.S.C. § 1332, and venue is proper as a substantial part of the events giving rise to the claim occurred in this district.[1] The Port alleges that it entered an agreement, a “Throughput Agreement, ” (“TPA”) in connection with a larger Ground Lease Agreement with IFG, both agreements effective August 15, 2011. Doc. 1, p. 3. For reasons detailed in the complaint the Port seeks a declaration that the TPA has been effectively terminated and that it owes no additional sums thereunder. Id. at pp. 9-11. The Port also seeks alternative relief not pertinent to the motion under consideration.

         IFG answered the complaint and asserted a counterclaim. Doc. 14. IFG argues in answer that, for reasons given, the agreement has not been terminated. In its counterclaim it seeks a judicial declaration that the Port's attempts to terminate the TPA have been ineffective and that amounts owed to it under the TPA continue to accrue. Doc. 14, p. 16. The Port also claims it is owed attorney fees and costs under the contract. Doc. 14, p. 17, ¶ 66.

         Through this Motion for Summary Judgment the Port asks us to conclude that (1) the Throughput Agreement was terminated and (2) it owes no additional sums to IFG thereunder. Doc. 17. In opposition thereto IFG maintains the TPA remains in full force and effect and that additional sums are owed and continue to accrue thereunder. Doc. 19, pp. 16-18. Alternatively it alleges that, even if the TPA was effectively terminated, additional sums are due. Id. at p. 19. Finally it argues that, regardless of the outcome of our decision on the motion, it is owed attorney fees and costs under the contract. Id.

         II.

         Law and Analysis

         A. The Law

         A motion for summary judgment should be granted when “the movant shows that there is no genuine issue as to any material fact and the movant is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56. A dispute is genuine “only if a reasonable jury could return a verdict for the nonmoving party.” Fordoche, Inc. v. Texaco Inc., 463 F.3d 388, 392 (5th Cir. 2006). “Under Rule 56, summary judgment must be entered against ‘a party who fails to make a showing sufficient to establish the existence of an element essential to that party's case, and on which that party will bear the burden of proof at trial.'” Baton Rouge Oil & Chem. Workers Union v ExxonMobil Corp., 289 F.3d 373, 375-76 (5th Cir. 2002) (quoting Little v. Liquid Air Corp., 37 F.3d 1069, 1075 (5th Cir. 1994)). When ruling on a motion for summary judgment the district court draws all reasonable inferences in favor of the nonmoving party. Coury v. Moss, 529 F.3d 579, 584 (5th Cir. 2008).

         In a diversity action such as this the court must apply Louisiana choice-of-law rules. Cole v. Gen. Motors Corp, 484 F.3d 717, 724 (5th Cir. 2007) (citing Klaxon Co. v. Stentor Elec. Mfg. Co., 313 U.S. 487, 496 (1941)). Under Louisiana law the parties generally can choose which law governs their agreement. La. Civ. Code art. 3540. The contract between these parties provides that Louisiana law applies. Doc. 1, att. 2, p. 12 ¶ 28.

         Under Louisiana law the interpretation of a contract can be either a question of law or fact. “The determination of whether a contract is clear or ambiguous is a question of law.” Sims v. Mulhearn Funeral Home, Inc., 956 So.2d 583, 590 (La. 2007). Interpretation of an unambiguous contract can be decided on a motion for summary judgment. Greenwood 950, L.L.C. v. Chesapeake La. L.P., 683 F.3d 666, 668 (5th Cir. 2012) (citing Sims, supra, at 590). “However, if a court determines as a matter of law that a contract is ambiguous, then extrinsic (parole) evidence may be used to determine the true intent of the parties, and determining the intend of the parties becomes, in part, a question of fact.” LFI Fort Pierce, Inc. v. Acme Steel Bldg.,200 So.3d 939, 946 (citing Carter v. BRMAP, 591 So.2d 1184, 1188-89 ...


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