Bonnette Auction Co. v. Stevenson

177 So. 3d 1139, 15 La.App. 3 Cir. 561, 2015 La. App. LEXIS 2145, 2015 WL 6735646
CourtLouisiana Court of Appeal
DecidedNovember 4, 2015
DocketNo. 15-561
StatusPublished

This text of 177 So. 3d 1139 (Bonnette Auction Co. v. Stevenson) is published on Counsel Stack Legal Research, covering Louisiana Court of Appeal primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Bonnette Auction Co. v. Stevenson, 177 So. 3d 1139, 15 La.App. 3 Cir. 561, 2015 La. App. LEXIS 2145, 2015 WL 6735646 (La. Ct. App. 2015).

Opinions

PICKETT, Judge.

hThe successful bidder on real estate auctioned at a public auction appeals the trial court’s judgment ordering him to pay a Buyer’s Premium of $35,500 to the auctioneer. For the following reasons, we affirm the trial court’s judgment.

FACTS

On April 24, 2014, Bonnette Auction Company, LLC (BAC) held an auction to sell two tracts of land with improvements situated in Beauregard Parish. The first tract consisted of fifty acres with an equine facility on it; the second tract was a home situated on forty acres. The auction was held at the request of the property owners. The owners suggested that Barbara Bon-nette, a principal of BAC, contact Dr. Zach Stevenson regarding the auction of the equine facility. Dr. Stevenson had shown an interest in the property when the sell[1141]*1141ers attempted to sell it themselves, but he was not willing to pay the price they sought.

Dr. Stevenson attended the auction. According to his testimony, he arrived just as the auction was beginning. He registered to bid and was given a bidder number and some written materials. The auction began with the auction of the equine facility. Dr. Stevenson bid $355,000, the highest bid on the facility.

The equine facility auction was placed on “hold” while the home was auctioned. If an acceptable bid was made on the home and equine facility together, they would be sold together. That did not occur, however, and Dr. Stevenson remained the high bidder on the equine facility. At the conclusion of the auction, another BAC employee met with Dr. Stevenson to have him sign a purchase agreement.

| ¡.The purchase agreement consisted of a nine-page standardized form prescribed by the Louisiana Real Estate Commission and a two-page addendum, titled “Additional Terms and Conditions.” Ms. Bonnette testified that she drafted the addendum because closing attorneys are not always familiar with auction sales,, specifically, what funds are to be collected and how they are to be disbursed. The two-page addendum was to clarify that issue for closing attorneys.

The pages of the standardized purchase agreement and the attached addendum were numbered sequentially “1 of 9” through “11 of 11.” The purchase agreement stated the sale price as $390,500, the bid price plus 10% Buyer’s Premium. The first page of the addendum, “page 10 of 11,” referenced itemized changes to specific lines of the purchase agreement. One of the itemized changes states, in part: “A 10% Buyer[’]s Premium will be added to the High Bid Amount for the Total Contract Sales Price as set forth in this contract.” Another itemized change provides, “A. 10% Buyer[’]s Premium, calculated on the total Contract Sales Price, will be [paid] the auction company, Bonnette Auctions, LLC, at closing, to be held out of sales proceeds.” The second page of the addendum itemized the High Bid Price of $355,000; 10% Buyer’s Premium of $35,500; Total Contract Sales Price of $390,500; 10% deposit of $39,050, then restated: “Total Contract Sales Price X 10% = Commission to Bonnette Auctions $39,050.”

Dr. Stevenson refused to sign the purchase agreement. He contends he did not sign the purchase agreement because he did not know about the Buyer’s Premium when he bid on the property and did not have the funds to pay it. Ms. Bonnette contacted him after the sellers accepted his bid of $355,000 and had him sign a separate purchase agreement the day after the auction. The purchase agreement he signed set forth a sale price of $355,000; the second page of the | .¡addendum to the purchase agreement set forth the sale price of $355,000 but no Buyer’s Premium and no commission to BAC. ■

Dr. Stevenson purchased the property but did not pay the Buyer’s Premium. After the closing, a BAC employee attempted to hand him an invoice for the Buyer’s Premium, but he refused to take it, and the, employee put it in the bed of his pickup truck. BAC attempted to collect the Buyer’s Premium from Dr. Stevenson without success, then filed this suit. After a trial, the trial court awarded judgment in favor of BAC. Dr. Stevenson appealed.

ASSIGNMENTS OF ERROR

Dr. Stevenson assigns five errors with trial court’s judgment:

1. The trial court committed reversible error in admitting parol evidence to [1142]*1142contradict or vary from the terms of the written contract. .
2. The trial court committed reversible error in finding that Defendant, Zach Stevenson, was liable for a “buyer’s premium” in contradiction of the executed contract.
3. The trial court committed reversible error in failing to find that Bonnette Auction Company waived and/or otherwise negated any “buyer’s premium” to which they may have otherwise been entitled.
4. The trial court committed reversible error in finding that Bonnette Auction Company properly conducted itself with regard- to the announcement and/or dissemination of the terms and/or conditions of the auction, including the alleged “buyer’s premium.”
5. The trial court committed reversible error in rendering the judgment at issue in favor of Plaintiffs.

I DISCUSSION

Parol Evidence

When examining Dr. Stevenson and Ms. Bonnette as they testified at the trial, counsel for BAC asked questions concerning the terms of the sale, including the Buyer’s Premium and Dr. Stevenson’s execution of the purchase agreement. Counsel for Dr. Stevenson objected to testimony on the issue, arguing that because the purchase agreement was in writing, testimony was not admissible to change the terms of the agreement, specifically the Buyer’s Premium, which was not reflected in the purchase price and shown as $0 on the addendum.

Louisiana Civil Code Article 1848 provides:

Testimonial or other evidence may not be admitted to negate or vary the contents of an authentic act or an act under private signature. Nevertheless, in the interest of justice, that evidence may be admitted to prove such circumstances as a vice of consent or to prove that the written act was modified by a subsequent and valid oral agreement.

' BAC argued to the trial court that parol evidence was admissible regarding the Buyer’s Premium because it was not a party to the purchase agreement: the purchase agreement was between the sellers and Dr. Stevenson. BAC also argued that there was no written contract between it and Dr. Stevenson regarding the Buyer’s Premium; therefore, testimony was admissible to explain the agreement it made with Dr. Stevenson regarding payment of the Buyer’s Premium.

The trial court agreed with BAC and allowed the parties to testify regarding the facts surrounding Dr. Stevenson’s execution of the purchase agreement.

We find no error with this determination. The only documents pertinent to this issue in evidence are: 1) the unsigned purchase agreement with the attachment that reflected a 10% Buyer’s Premium being added to the High Bid Price for a Total Contract Sales Price of $390,500, a 10% Deposit of $39,050, and a 10% | ^Commission being paid to BAC; and 2) the signed purchase agreement that reflects a 0% Buyer’s Premium and $0 Commission being paid to BAC. These documents show that only the sellers and Dr. Stevenson were parties to the purchase agreement.

The Buyer’s Premium

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Related

Guidry v. Hedburg
722 So. 2d 1036 (Louisiana Court of Appeal, 1998)
Rosell v. Esco
549 So. 2d 840 (Supreme Court of Louisiana, 1989)

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Bluebook (online)
177 So. 3d 1139, 15 La.App. 3 Cir. 561, 2015 La. App. LEXIS 2145, 2015 WL 6735646, Counsel Stack Legal Research, https://law.counselstack.com/opinion/bonnette-auction-co-v-stevenson-lactapp-2015.