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Holmes v. Paul

Court of Appeals of Louisiana, Fifth Circuit

October 2, 2019

LAUREN HOLMES
v.
MINTU AND APARNA PAUL

          ON APPEAL FROM THE TWENTY-FOURTH JUDICIAL DISTRICT COURT PARISH OF JEFFERSON, STATE OF LOUISIANA NO. 762-185, DIVISION "N" HONORABLE STEPHEN D. ENRIGHT, JR., JUDGE PRESIDING

          COUNSEL FOR PLAINTIFF/APPELLANT, LAUREN HOLMES Matthew A. Moeller

          COUNSEL FOR DEFENDANT/APPELLEE, MINTU AND APARNA PAUL Scott M. Galante Salvador I. Bivalacqua Lauren B. Griffin

          Panel composed of Judges Jude G. Gravois, Robert A. Chaisson, and Hans J. Liljeberg

          JUDE G. GRAVOIS JUDGE

         In this dispute involving enforcement of a real estate purchase agreement, plaintiff, Lauren Holmes, appeals a summary judgment granted in favor of defendants, Mintu and Aparna Paul, which judgment dismissed all claims asserted against the Pauls by Ms. Holmes with prejudice. For the following reasons, we affirm.

         FACTS AND PROCEDURAL HISTORY

         On March 11, 2016, Lauren Holmes and Mintu and Aparna Paul executed a "Louisiana Residential Agreement to Buy or Sell" wherein Ms. Holmes agreed to sell and the Pauls agreed to purchase property located at 1024 Lynnette Street in Metairie, Louisiana. In the purchase agreement, the parties agreed that the act of sale was to take place on or before April 29, 2016. According to the terms of the purchase agreement, "[a]ny change of the date for execution of the Act of Sale must be mutually agreed upon in writing and signed by the SELLER and the BUYER." On April 29, 2016, both Ms. Holmes and the Pauls signed an amendment to the purchase agreement extending the act of sale date to on or before May 6, 2016. The parties ultimately agreed to a purchase price of $176, 000.00; however, on May 3, 2016, the house was appraised for $162, 000.00. In response, Ms. Holmes's agent, Kara Breithaupt, and the Pauls' agent, James Adams, discussed and pursued an appraisal review. The act of sale did not take place on May 6, 2016, and no written amendment to the purchase agreement was signed by Ms. Holmes and the Pauls extending the act of sale date. On May 28, 2016, Ms. Holmes agreed to decrease the purchase price to match the appraised value. On that same date, the Pauls signed a cancellation of the purchase agreement.

         On June 22, 2016, Ms. Holmes filed a petition for damages, naming the Pauls as defendants and raising claims of breach of contract and detrimental reliance. In her petition, Ms. Holmes alleged that, considering the issues with the appraisal and its resulting delays, the parties' agents verbally agreed, on behalf of their clients, that another amendment to the purchase agreement extending the act of sale date would be executed as soon as they could determine a feasible closing date. Ms. Holmes alleged that Mr. Adams assured Ms. Breithaupt that the Pauls would close as soon as a date could be determined. Ms. Holmes asserted that as a result, she was lulled into inaction concerning the need to execute an amendment to the purchase agreement or a termination of the contract.

         On March 7, 2017, the Pauls filed an answer to the petition, as well as a reconventional demand against Ms. Holmes.[1] In their reconventional demand, the Pauls alleged claims of breach of contract and negligence, arguing that Ms. Holmes failed to sign an amendment to the purchase agreement extending the act of sale date prior to the May 6, 2016 deadline and failed to reduce the sale price to the appraised value within three calendar days after the appraisal was received, as required in the purchase agreement. Further, they alleged that Ms. Holmes failed to return the $1, 000.00 deposit they had made pursuant to the contract. In that same pleading, the Pauls asserted a third-party demand against both real estate agents for breach of fiduciary duties and negligent misrepresentation regarding the negotiation of the terms of the contract.

         On November 6, 2017, the Pauls filed a motion for summary judgment, arguing that Ms. Holmes's petition for damages has no merit because it is based on an invalid and unenforceable contract to purchase immovable property. The Pauls argued that there was no valid contract since there was no written and signed amendment to the purchase agreement extending the act of sale date and the Pauls' agent did not have authority to agree to a verbal extension of the act of sale date on behalf of the Pauls. The Pauls alleged that according to Ms. Holmes's deposition, she never spoke with or communicated directly with them regarding an extension, she was aware that the purchase agreement had expired, and she was aware it did not provide for verbal extensions of the act of sale. Therefore, they argued that there is no genuine issue of material fact that the purchase agreement expired. Additionally, they claimed that Ms. Holmes did not detrimentally rely upon the sale to the Pauls since the Pauls never personally provided any representation to Ms. Holmes that they were agreeing to the extension of the act of sale. Finally, the Pauls argued that the suspensive conditions of the purchase agreement, specifically their obtaining of a loan to procure the property and the property appraising for the sale price, were not fulfilled by May 6, 2016, the expiration date on the purchase agreement, or even afterwards, and thus the purchase agreement was null and void and unenforceable.

         Both third-party defendants, Mr. Adams and Ms. Breithaupt, also filed motions for summary judgment. They argued that because no further amendment of the purchase agreement extending the date for the act of sale was executed by the parties, the sale was unenforceable, and thus, all claims against them should be dismissed.

         In opposition to the motions for summary judgment, Ms. Holmes argued that there is a genuine issue of material fact concerning waiver of the written deadline provision based on the Pauls' conduct. She argued that jurisprudence supports the assertion that, where the actions or words of a party constitute a waiver sufficient to lull the opposing party into believing that modification of the contract in writing was not necessary, contracts with verbal amendments regarding immovable property are valid and enforceable. Ms. Holmes contended that the file materials of Ms. Breithaupt and the correspondence and text messages of Mr. Adams establish issues of material fact concerning whether the conduct of the Pauls lulled her into inaction. Ms. Holmes claimed that neither Ms. Breithaupt's file materials, nor any text messages between Mr. Adams and the Pauls, show that the Pauls did not intend to purchase the property until May 28, 2016, when they requested the cancelation of the purchase agreement.

         Following a hearing on December 13, 2017, the trial court granted the Pauls' motion for summary judgment and Mr. Adams and Ms. Breithaupt's motions for summary judgment, and dismissed all claims against these parties with prejudice.[2]In oral reasons for judgment, the trial court stated that it was of the opinion that the delay deadline for execution of the act of sale that ...


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