United States District Court, W.D. Louisiana, Lake Charles Division
KATHLEEN KAY, UNITED STATES MAGISTRATE JUDGE.
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.
following reasons the motion will be GRANTED
in part and DENIED in part.
and Procedural History
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. 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.
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.
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.
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).
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.
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 ...