Bossier Bank & Trust Co. v. Fryar

488 So. 2d 428, 1986 La. App. LEXIS 6984
CourtLouisiana Court of Appeal
DecidedMay 14, 1986
DocketNo. 85-617
StatusPublished
Cited by2 cases

This text of 488 So. 2d 428 (Bossier Bank & Trust Co. v. Fryar) 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
Bossier Bank & Trust Co. v. Fryar, 488 So. 2d 428, 1986 La. App. LEXIS 6984 (La. Ct. App. 1986).

Opinion

STOKER, Judge.

This appeal by Joe E. Fryar concerns construction of contract terms which refer to the obligation on the part of Joe E. Fryar to establish a “line of credit” in favor of another party to the contract.

As appellant here Joe E. Fryar asserts:

The two essential questions presented by this appeal are:

(1) In the event a line of credit is due, in whose favor does it run?

(2) If a line of credit is due, what is the nature of the line of credit contemplated by the contractual terms of the parties?

Without an extensive recitation of facts the issues on appeal here cannot be understood. However, it may be said at this point that the case does involve what the contracting parties meant in their contract documents by the term “line of credit” and how it should be applied at this juncture in the history of events concerning the contracting parties and others.

In addition to the principal issues, we deal with two motions filed on behalf of Joe E. Fryar, the appellant. These are a motion to stay the proceedings in this appeal and a motion to dismiss the “cross-appeal” of John W. Peck and Peck, Shaffer & Williams.

The “cross-appeal” of John W. Peck and Peck, Shaffer and Williams challenges the trial court’s February 11, 1985 judgment which provided in pertinent part that 80% occupancy for a three-month period was evidence that Westside Habilitation Center was self-sustaining. Originally Fryar also challenged this ruling for other reasons, but has abandoned this issue on appeal because Fryar claims Westside has reached the required occupancy since the judgment was rendered.

We are informed by Fryar in his motion for a stay of proceedings that he was directed by a bankruptcy court to turn over the operation of the facility to Westside. If this is so, it might be that the occupancy question should be pretermitted here and possibly the case should be remanded to the trial court for inquiry into any developments which have occurred since this appeal was lodged. In view of the resolution we ultimately reach, do not deem this necessary.

FACTS

Joe E. Fryar and Westside Habilitation Center, Inc. came together for development of a project. Fryar was to develop the project into a going concern; then Westside Habilitation Center, Inc. (Westside) would become the operator. Although development of the facility, including construction and renovation of certain existing buildings, took place, a financial debacle befell the enterprise because of the failure of an Oklahoma bank. Funds raised by the sale of bonds to finance the facility were lost for a period of time as a result of the bank failure, causing delays in the Westside development. Other issues arising out of the unfortunate loss of the bond monies have been before us in other litigation.

Under the scheme for bringing the West-side facility into being, Fryar obligated himself to develop, build, recruit patrons [430]*430for the facility, and put it on an operating business basis. At this point Westside was to take over. The legal relations of appellant Fryar and appellee Westside were regulated by a contract and a trust indenture agreement. These contracts involved other parties including a trustee, Bossier Bank & Trust Company (Bossier Bank). Bossier Bank ultimately resigned as trustee but nevertheless continued to hold funds placed with it as trustee.

At issue is whether Fryar has “Completed” his contract. Completion under the contract has a broad scope and includes the matter of establishing a line of credit. Also at issue in determining if Completion has occurred is whether Fryar has brought the facility as an operating concern to a specified occupancy level. Completion is significant among the various parties to this litigation because it is a determinative factor in the disposition of certain trust funds. Fryar, by motion, sought a court-directed distribution of trust funds on June 29, 1983. Bossier Bank, holder of funds as the former trustee, filed a similar motion on October 4, 1983. Following the motion of Bossier Bank, Fryar filed amended pleadings in which he sought to be relieved of certain Completion obligations. Fryar sought authority to deviate from the Development Agreement and Trust Indenture to (1) relieve him of the obligation to establish or furnish a line of credit for the benefit of the property, and (2) to relieve him of the Completion obligation which required Fryar to produce an occupancy rate at the facility for a determined period of time.

In effect these particular Completion conditions were designed to obligate Fryar as developer to develop and turn over to Westside a going business concern with a line of credit upon which it could rely in case of need if cash flow problems arose. It is important to Fryar to have a judicial determination that Completion under the contract terms has been achieved in order that he may be relieved of further obligation to operate the facility, and also to collect any funds which may be due him. The trial court determination was adverse to Fryar. Fryar appeals that determination. John W. Peck and Peck, Shaffer and Williams, asserting an interest in the questions on appeal, filed an appeal styled as a cross-appeal. Fryar filed a motion in this court to dismiss the so-called cross-appeal.

The foregoing provides a general outline of the facts of the case before us. However, we deem that an even more detailed recitation is a prerequisite to an understanding of the issues on appeal. The following detailed recitation will necessarily repeat some facts already touched on.

Westside Habilitation Center, Inc., located at Cheneyville, Louisiana, is an intermediate care facility for the mentally retarded and emotionally disturbed. The center is comprised of a renovated school building now used as a school, training, recreational and infirmary facility, and six separate housing units or dormitories. Westside raised funds with which to develop the facility through the issuance and sale of Westside revenue bonds.

Development of the project included acquisition of the site of an old school building, renovation of the school building, and construction of housing units. The renovation and construction involved in the project was the subject of the Development Agreement and Indenture Agreement.

Westside is a nonprofit corporation formed solely for the purpose of operating the facility. Its function was to operate the facility, to provide the residents the care that they need, and to make certain that contracts it entered into with others are complied with. Thus Westside, as con-tractee, had the duty of seeing that Joe E. Fryar met and performed all of his obligations under the Development Agreement, including meeting and performing all the requirements necessary to achieve Completion.

Fryar initially became the owner of the property and personally obtained the certificate of need, was the developer and had put in years of work to bring its development to fruition. In return for his efforts he anticipated realizing a profit. As the prime mover in the project Fryar undertook [431]*431certain risks. As an entrepreneur he took these risks in the hope of realizing financial reward.

One of the risks which Fryar assumed was the possibility that Westside might develop a need for funds to meet its obligations with no means to meet that need. The solution for avoidance of the risk was to require Fryar to arrange for a line of credit as a source for such funds.

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488 So. 2d 428, 1986 La. App. LEXIS 6984, Counsel Stack Legal Research, https://law.counselstack.com/opinion/bossier-bank-trust-co-v-fryar-lactapp-1986.