Judgment rendered November 19, 2025. Application for rehearing may be filed within the delay allowed by Art. 2166, La. C.C.P.
No. 56,620-CA
COURT OF APPEAL SECOND CIRCUIT STATE OF LOUISIANA
*****
ARDAMAN & ASSOCIATES, INC. Plaintiff-Appellee
versus
FRENCH ENGINEERING, INC. Defendants AND COOTERVILLE SAND & GRAVEL, LLC
Appealed from the First Judicial District Court for the Parish of Caddo, Louisiana Trial Court No. 645,951
Honorable Ramon Lafitte, Judge
HARGROVE, SMELLEY & STRICKLAND Counsel for Appellant, A Professional Law Corporation French Engineering, Inc. By: Parker W. Maxwell
SALLEY, HITE, MERCER & RESOR, LLC Counsel for Appellee By: Kevin M. Melchi
Before STONE, ROBINSON, and MARCOTTE, JJ. MARCOTTE, J.
This appeal arises from the First Judicial District Court, Parish of
Caddo, the Honorable Ramon Lafitte presiding. Defendant French
Engineering, Inc. (“French”) appeals the trial court’s granting of plaintiff’s
motion for partial summary judgment, finding that it breached its contract
with plaintiff. The court ordered defendant to pay $87,500, 12 percent
interest for two invoices, attorney fees, and costs. For the following reasons,
we affirm.
FACTS AND PROCEDURAL HISTORY
On September 5, 2023, Ardaman and Associates, Inc. (“Ardaman”)
filed a petition for breach of contract and open account. Ardaman named as
defendants French and Cooterville Sand & Gravel, LLC (“CSG”). Ardaman
stated that on June 24, 2022, it submitted a proposal to defendants to provide
professional geotechnical engineering services for a new frac sand plant
facility in Atkins, Louisiana, in exchange for payment. Ardaman said that
French, “either on behalf of itself, CSG, or both,” accepted and signed the
proposal, and it said it would pay Ardaman $87,500 for its services.
Ardaman claimed that it furnished professional geotechnical
engineering services to defendants and sent them two invoices, one for
$80,000, dated September 26, 2022, and another for $7,500, dated
November 21, 2022; both required payment within 30 days from the dates
listed. Ardaman asserted that defendants refused to pay. Ardaman alleged
breach of contract and sought damages, interest, attorney fees, and costs. French answered the petition, denied all claims, and filed a
reconventional demand.1 Ardaman answered the reconventional demand
and denied French’s claims.
On August 29, 2024, Ardaman filed a motion for partial summary
judgment. Ardaman claimed that it performed under its contract with
French and submitted invoices to French, which the company refused to pay.
Ardaman said that the contract did not require it to determine the suitability
of the soil for use as frac sand. Ardaman sought damages in the amount of
$87,500, 18 percent interest (per the contract), attorney fees, and costs.
Ardaman attached to its motion for partial summary judgment:
1) An affidavit executed by Robert Rousset (“Rousset”), the branch manager for Ardaman’s New Orleans and Shreveport offices. He stated that there was a contract between Ardaman and French for geotechnical engineering services, that Ardaman performed its work under the contract and provided French with a report, and that French refused to pay the $87,500 fee provided in the contract. Rousset stated that French did not request information about the soil samples’ suitability for use as frac sand in the contract and did not do so until the contract was executed and Ardaman’s work was complete. Rousset stated that frac sand analysis was not a form of testing furnished by Ardaman.
2) The contract, executed on August 22, 2022, by Enoch French (“Joey”), French’s authorized representative and owner, which stated in part:
1.0 Project Description and Scope:
It is understood that a new Frac Sand Facility is being considered for construction on the left descending bank of the Red River, in Atkins, LA. At this time, it has been requested that Ardaman perform marine borings to determine sand depths in the Red River in the vicinity of the new proposed Frac Sand Facility. ….
2.2 Laboratory Testing
1 French’s reconventional demand is not a subject of this appeal.
2 Geotechnical laboratory testing will be performed on selected samples collected during the performance of the soil boring. All geotechnical tests are performed in general accordance with the applicable ASTM Standards
In general, the program will consist of the following tests for the sand investigation phase of work:
Grain Size Analyses (2" through 200 Sieve; ASTM C136) performed on every sample and estimate a total of 250 samples) ….
2.3 Geotechnical Engineering
Following the collection of the field and laboratory data, a geotechnical engineer will perform the evaluations necessary to characterize the subsoil conditions of the site and develop [a] report inclusive of the following:
- Soil boring logs containing visual descriptions and sand contents,
- Grain size analyses curves,
- Fence plots of the soil boring results,
- Soil boring location plan,
- General discussion on sand investigation results.
The contract said that French would pay Ardaman a fee of $87,500 for its work, payment was due 30 days from the date of the invoices, and interest accrued on any unpaid amount at the rate of 18 percent per year. It also stated that French would pay all attorney fees and expenses associated with the collection of past due invoices.
3) The two invoices.
4) Joey’s deposition testimony, in which he said that Ardaman’s role was to supply a document that set forth whether the mined material was acceptable for use as frac sand, which it did not do. When asked if he could indicate in the contract where it required Ardaman to determine the suitability of the soil sampled for use as frac sand, Joey said he could not.
5) An email from John French (“John”), Joey’s partner on the project, to Rousset, dated December 1, 2022, which stated:
3 Thank you for the Data Report for the New Frac Sand Facility project. As per your Proposal…there should also be a section in the report for the General discussion on sand investigation results, findings with conclusions, and recommendations.
The information in this section should reference the appropriate API/ISO standards for Frac Sand…. We were anticipating at least the following information, particle shape, gradation classification, crush strength of the particle and if the material meets the requirements of the specification.
French opposed plaintiff’s motion arguing that Ardaman’s report
lacked the requisite information necessary to conclude whether the sand in
the vicinity of the proposed sand plant could be used as frac sand, which was
the sole reason Ardaman was hired. French said that Ardaman attempted to
provide services outside an area of its competence, and that it should have
known it could not have delivered the conclusions requested of it by French.
French pointed out that John, at his deposition, testified that Rousset claimed
that Ardaman could perform a frac sand analysis. French argued that
Ardaman held itself out as an authority on frac sand, but, in fact, it was not,
violating La. Admin. Code tit. 46, part LXI, § 2505(A) and (B).2
French said that John testified at deposition that he believed the
contract’s language said that Ardaman would include in its report a “general
discussion on sand investigation results,” obligating the engineering firm to
2 La. Admin. Code tit. 46, part LXI, § 2505 states, in part:
A. Licensees shall perform services only in the area of their competence.
B. Licensees shall undertake assignments only when qualified by education or experience in the specific technical fields of engineering or land surveying involved.
4 determine whether the sand in the vicinity of the proposed plant could be
used as frac sand. Joey provided similar testimony. French concluded that
Ardaman breached the contract, and it said that it was forced to retain the
services of another engineering firm to provide it with the information about
frac sand at the Atkins site.
French attached the same documents to its opposition as plaintiff did
to its motion for partial summary judgment, but French added the following
documents in support: 1) Joey’s affidavit; 2) Ardaman’s data report, dated
November 16, 2022, analyzing the sand at the Atkins’ site; 3) French’s
answer and reconventional demand; 4) a data report prepared by a third
party, which provided a sand analysis; 5) John’s affidavit and deposition
testimony; and 6) emails discussing the proposal/contract details and
payment.
Ardaman replied to defendant’s opposition and noted that French did
not dispute the amount owed under the contract. Ardaman said that it
complied with the contract as the document did not require the firm to
provide analysis of frac sand, indicating the following deposition testimony
from John:
Q: But as we just saw in the contract, the proposal from Ardaman says the sand depths will be determined, the grain size analyses, the grain size will be determined, but nothing about the actual suitability for frac sand.
A: Well, to me it was implied.
Ardaman also indicated that John agreed that the proposal did not
contain industry specifications or standards for frac sand. When asked if he
remembered discussing the specifics about frac sand analysis with Rousset
prior to the signing of the contract, John said, “Not specific, just general
5 sand analysis for a frac sand plant.” John said he did not have a discussion
with Rousset about crush strength, acid solubility, or sieve analysis, which
were the main aspects of frac sand suitability. Ardaman contended that
French could have included a frac sand analysis obligation in the contract
but did not.
At the hearing on the motion for partial summary judgment, the court
pointed out that the contract did not contain any language about determining
the suitability of the sand for use as frac sand and that John and Joey agreed
that it did not contain such language. The court said that an implication was
not enough and that the language had to be found within the four corners of
the contract. The trial court granted Ardaman’s motion.
On November 19, 2024, the trial court signed a judgment 1) granting
Ardaman’s motion for partial summary judgment; 2) ordering French to pay
Ardaman $87,500; 3) ordering French to pay 12 percent annual interest on
both invoices;3 and 5) ordering French to pay attorney fees and costs, to be
determined at a separate hearing. On January 10, 2025, the trial court
certified its November 19, 2024, judgment as final and appealable pursuant
to La. C.C.P. art. 1915(B). French now appeals.
DISCUSSION
In its first, second, and third assignments of error, French claims that
the trial court erred in finding that no genuine issues of material fact
remained because the contract was ambiguous and Ardaman did not fully
perform pursuant to the contract. French argues that the term “general
3 The record is silent about why the trial court ordered 12 percent annual interest instead of the 18 percent specified in the contract.
6 discussion on sand investigation results” is a technical term and this court
should read the contract to require the engineer’s conclusion on the
suitability of the sand analyzed for use as frac sand. It cites La. C.C. art.
2053, maintaining that doubtful provisions in a contract must be interpreted
considering the equity, usages, and conduct of the parties. French states that
reasonable engineers could differ on the meaning of the clause at issue, so
ambiguity exists in the contract. French contends that Ardaman never
supplemented its report to provide analysis about frac sand; therefore, it did
not fully perform as provided by the contract. French asks this court to
reverse the trial court’s judgment.
Motion for Summary Judgment
A motion for summary judgment is a procedural device used when
there is no genuine issue of material fact for all or part of the relief prayed
for by a litigant. Samaha v. Rau, 07-1726 (La. 2/26/08), 977 So. 2d 880;
Rugg v. Horseshoe Ent., 55,239 (La. App. 2 Cir. 1/10/24) 378 So. 3d 323,
writ denied, 24-00181 (La. 4/3/24), 382 So. 3d 108. Summary judgment
procedure is designed to secure the just, speedy, and inexpensive
determination of every action, except those disallowed by statute. Id. The
procedure is favored and shall be construed to accomplish those ends. Id.
Appellate courts review motions for summary judgment de novo,
using the same criteria that govern the trial court’s consideration of whether
summary judgment is appropriate. Leisure Recreation & Ent., Inc. v. First
Guar. Bank, 21-00838 (La. 3/25/22), 339 So. 3d 508; Rugg v. Horseshoe
Ent., supra.
7 A motion for summary judgment shall be granted if the motion,
memorandum, and supporting documents show there is no genuine issue as
to material fact and the mover is entitled to judgment as a matter of law. La.
C.C.P. art. 966(A)(3). A material fact is one that potentially ensures or
precludes recovery, affects the ultimate success of the litigant, or determines
the outcome of the dispute. Jackson v. City of New Orleans, 12-2742, 12-
2743 (La. 1/28/14), 144 So. 3d 876. Because it is the applicable substantive
law that determines materiality, whether a particular fact in dispute is
material for summary judgment purposes can be seen only considering the
substantive law applicable to the case. Id.; Rugg v. Horseshoe Ent., supra.
On a motion for summary judgment, the burden of proof rests with the
mover. La. C.C.P. art. 966(D)(1). If the mover will not bear the burden of
proof at trial on the issue that is before the court on the motion for summary
judgment, the mover’s burden on the motion does not require him to negate
all essential elements of the adverse party’s claim, action, or defense, but
rather to point out to the court the absence of factual support for one or more
elements essential to the adverse party’s claim, action, or defense. Id. The
burden is on the adverse party to produce factual support sufficient to
establish the existence of a genuine issue of material fact or that the mover is
not entitled to judgment as a matter of law. Id.
Contract Interpretation
The interpretation of a contract typically presents a question of law
that may be resolved by summary judgment. Amber, LLC v. Welsh Oil Co.,
Inc., 53,871 (La. App. 2 Cir. 4/14/21), 319 So. 3d 427. Contracts have the
effect of law for the parties and the interpretation of a contract is the
8 determination of the common intent of the parties. La. C.C. arts. 1983,
2045. The reasonable intent of the parties to a contract is to be sought by
examining the words of the contract itself and is not assumed. Pierre v.
Gardner, 53,715 (La. App. 2 Cir. 1/13/21), 311 So. 3d 574.
When the words of a contract are clear and explicit and lead to no
absurd consequences, no further interpretation may be made in search of the
parties’ intent. La. C.C. art. 2046; Prejean v. Guillory, 10-0740 (La. 7/2/10),
38 So. 3d 274. Accordingly, when a clause in a contract is clear and
unambiguous, the letter of that clause should not be disregarded under the
pretext of pursuing its spirit, as it is not the duty of the courts to bend the
meaning of the words of a contract into harmony with a supposed reasonable
intention of the parties. Bonilla v. Verges Rome Architects, 23-00928 (La.
3/22/24), 382 So. 3d 62.
However, even when the language of the contract is clear, courts
should refrain from construing the contract in such a manner as to lead to
absurd consequences. La. C.C. art. 2046; Amend v. McCabe, 95-0316 (La.
12/1/95), 664 So. 2d 1183; Martin v. Martin, 52,401 (La. App. 2 Cir.
11/14/18), 261 So. 3d 984. Most importantly, a contract must be interpreted
in a common-sense fashion, according to the words of the contract and their
common and usual significance. Prejean v. Guillory, supra.
Each provision in a contract must be interpreted in light of the other
provisions so that each is given the meaning suggested by the contract as a
whole. La. C.C. art. 2050. Under Louisiana law, a contract provision is not
ambiguous where only one of two competing interpretations is reasonable.
In re Supernatural Foods, LLC, 268 B.R. 759 (Bankr. M.D. La. 2001).
9 Also, the fact that one party creates a dispute about the meaning of a
contractual provision does not render the provision ambiguous. Springbok
Royalty Partners, LLC v. Woolley, 55,953 (La. App. 2 Cir. 11/20/24), 401
So. 3d 952, writ denied, 24-01540 (La. 2/28/25), 402 So. 3d 487. “The rules
of construction do not authorize a perversion of the words or the exercise of
inventive powers to create an ambiguity where none exists or the making of
a new contract when the terms express with sufficient clearness the parties’
intent.” Id. at p. 14, 401 So. 3d at 961.
The essential elements of a breach-of-contract claim are 1) the obligor
undertook an obligation to perform, 2) the obligor failed to perform the
obligation, and 3) the failure to perform resulted in damages to the obligee.
Highland Clinic v. Dhawan, 55,240 (La. App. 2 Cir. 9/27/23), 372 So. 3d
390.
The contract between French and Ardaman stated that the scope of the
project was to “perform marine borings to determine sand depths in the Red
River in the vicinity of the new proposed Frac Sand plant.” The contract did
not state what the planned use for the sand was, and the contract expressing
that a frac sand plant was to be built at the location of Ardaman’s work for
French did not write into the contract a frac sand analysis requirement. Sand
has multiple industrial uses. It was not Ardaman’s task to determine what
French sought to do with the sand it wanted analyzed. It was French that
was obliged to clearly state in the contract what it required of Ardaman.
French’s argument expects the words “general discussion on sand
investigation results” to operate as a catchall phrase which included its
request for a frac sand analysis. However, the meaning of that phrase
10 conflicts with the information on “particle shape, gradation classification,
crush strength of the particle, and if the material meets the requirements of
the specification” that John requested of Ardaman in his December 1, 2022,
email to Rousset. French would have this court believe that the words
“general discussion on sand investigation results” has a technical meaning.
We disagree. The term “general” as used in that phrase means
“miscellaneous; considering or dealing with broad or important aspects,
elements, etc.; not specific.” Random House Webster’s College Dictionary
545 (2d ed. 2000). In contrast, the term “specification,” relevant to this case,
means “a detailed description of requirements, dimensions, materials, etc.”
Id. at 1260.
The specifications about frac sand that French requested after
Ardaman performed cannot, by definition, fall under the umbrella of a
“general discussion on sand investigation results,” when the word “general”
means “not specific.” “Particle shape,” “gradation classification,” “crush
strength,” “acid solubility,” and “sieve analysis” are specific terms. The
phrase “general discussion on sand investigation results,” as used in the
contract, does not include those specifications.
Furthermore, the contract provided information about the
specifications Ardaman would deliver about the sand it evaluated, stating
that the analysis would include “Grain Size Analyses (2" through 200 Sieve;
ASTM C136 performed on every sample and estimate a total of 250
samples).” French’s argument that the language “general discussion of sand
investigation results” operated as a comprehensive phrase does not make
sense when reading the entire contract, because, under French’s reasoning,
11 the contract was precise about describing the grain size analysis Ardaman
would supply but not about the specifications for frac sand. To read the
contract as containing a frac sand analysis requirement would lead to absurd
consequences. Under French’s interpretation, the phrase “general discussion
of sand investigation results” could be used to include every possible type of
analysis that could be performed on sand.
We also echo the trial court’s comment that an implication is not
sufficient to find that the contract included the requirement that Ardaman
perform a frac sand analysis. The four corners of the contract do not contain
provisions about frac sand. John and Joey also agreed that the contract did
not contain precise language about frac sand analysis. Reading the contract
in its entirety, we find that it is not ambiguous; Ardaman was not required to
perform a frac sand analysis.
Ardaman and French undertook obligations to perform under the
contract. Ardaman performed as expected under the contract. French did
not. It was obligated to pay Ardaman a fee of $87,500, and its failure to do
so caused Ardaman to suffer damages and left French in breach of contract.
Therefore, French’s first, second, and third assignments of error are without
merit.
Fourth and Fifth Assignments of Error
In its fourth assignment of error, French claims the trial court
improperly shifted the burden of proof. It claims that Ardaman failed to
carry its burden under La. C.C.P. art. 966 because it relied only on the
contract’s text and unpaid invoices, ignoring affidavit and documentary
evidence that it never performed frac sand testing. In its final assignment of
12 error, French contends that Ardaman’s lack of professional competence is a
triable issue because Ardaman accepted a contract requiring frac sand
analysis that it admitted it could not perform.
Because we find that Ardaman was not required to perform a frac
sand analysis, French’s last two assignments of error are moot.
CONCLUSION
For the foregoing reasons, the trial court’s judgment is affirmed. The
costs of the appeal are assessed to appellant.
AFFIRMED.