Casten v. Cordell

649 So. 2d 123, 1995 WL 26106
CourtLouisiana Court of Appeal
DecidedJanuary 25, 1995
Docket26487-CA
StatusPublished
Cited by5 cases

This text of 649 So. 2d 123 (Casten v. Cordell) 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
Casten v. Cordell, 649 So. 2d 123, 1995 WL 26106 (La. Ct. App. 1995).

Opinion

649 So.2d 123 (1995)

Chris D. CASTEN, Plaintiff-Appellee,
v.
J. Hardeman CORDELL and Robert E. Powell, Defendants-Appellants.

No. 26487-CA.

Court of Appeal of Louisiana, Second Circuit.

January 25, 1995.

*124 Donald L. Kneipp, Monroe, for appellant.

Jack H. Kaplan, Shreveport, for appellee.

Before LINDSAY and WILLIAMS, JJ., and CULPEPPER, J. Pro Tem.

*125 CULPEPPER, Judge Pro Tem.

Plaintiff, Chris D. Casten, brought suit against Robert E. Powell and J. Hardeman Cordell for breach of a consultation agreement and for rescission for lesion of the transfer by correction deed of a parcel of property. The trial court found defendants liable "jointly and individually" to the plaintiff for $45,000 for breach of the consultation agreement, but denied rescission of the sale of immovable property. The defendants appealed, and plaintiff answered the appeal.

For the following reasons, we reverse the judgment insofar as it holds J. Hardeman Cordell liable for breach of the consultation agreement; we find liability for the consultation agreement by Robert E. Powell; and, we affirm that portion of the judgment denying rescission of the transfer of immovable property for lesion.

FACTS

During the late 1980s, appellee, Chris D. Casten, owned and operated a restaurant known as "Casten's Restaurant" on North Market Street in Shreveport. In 1989, Casten had financial difficulties; the IRS filed a tax lien; and a bank started foreclosure proceedings. As a result of these difficulties, Casten employed Gus Mijalis as his real estate agent and they entered into negotiations to sell the restaurant to defendants, Robert E. Powell and J. Hardeman Cordell for $375,000. Powell was in the business of operating convenience stores in the Shreveport area through his corporation, C-Store Services, Inc., d/b/a Kwik Trip Food Stores. Cordell, of Monroe, Louisiana, was a gasoline distributor through his corporation, Central Oil and Supply Corporation. Powell and Cordell already owned several properties in indivision, and they became interested in the Castens property location on Market Street. Ultimately, these negotiations led to Casten's execution of a dation transferring the restaurant property to the bank which, in turn, sold the property to Cordell and Powell in their individual names.

At the closing of the sale, a one paragraph consultation agreement, written on letterhead bearing the name of Robert Powell, was also entered between Powell and Casten. The agreement was written by Gus Mijalis and bears the signatures of Powell and Casten, but not Cordell. Cordell's name is only briefly mentioned in the agreement. The entire agreement reads as follows:

ROBERT POWELL

9706 ST. VINCENT

SHREVEPORT, LA 71106

July 7, 1989

It is hereby agreed that Mr. Chris Casten will be retained as a consultant for Kwik Trip Food Stores for a period of thirty-six (36) months for a fee of $2,500.00/month beginning November 1, 1989 through October 31, 1992, provided Robert Powell and Hardeman Cordell purchase the Casten property located on the corner of North Market and Aero Drive as specified in the attached sales agreement. Mr. Casten further agrees to a covenant not to compete during this period within a two (2) mile radius of this location. The beginning date of this contract will be the actual date of opening, but no later than November 1, 1989.
Sincerely, /s/ Robert Powell Robert Powell
AGREED TO THIS 7
DAY OF July, 1989.
BY: /s/ Chris D. Casten
Chris D. Casten

The agreement was honored on November 1, 1989, and through January 1, 1991. The payments which Casten received were drawn on the checking accounts of C-Store Services, Inc. and/or Kwik Trip, but never on the personal accounts of either Powell or Cordell.

In early 1990, Casten was again approached by Gus Mijalis and asked to sign an act of correction deed for portions of the property that were not covered in the sale. Mijalis told Casten that a portion of the parking lot had been erroneously omitted from the act of sale. Casten signed the act *126 of correction which included lots 41, 42, 43 and 44 of the Tacony Subdivision.

When payments on the consultation agreement for February and March of 1991 were not made, Casten made amicable demand on Powell and Cordell but to no avail. On April 2, 1991, Casten filed this action praying for judgment against the defendants for breach of the agreement and damages. He also sought rescission for the transfer of the Tacony Subdivision lots set out in the act of correction based on lesion, or in the alternative, a reasonable compensation therefor.

In its reasons for judgment, the trial court found that Powell and Cordell were each individually liable to make all payments required by the consultation agreement. The trial court grounded its decision on the finding that the convenience store at the North Market location was operated by a partnership composed of Powell and Cordell. The judgment signed was for $45,000.00 plus legal interest from the date of judicial demand. The remainder of Casten's demands were rejected.

Cordell took a suspensive appeal and Powell a devolutive appeal. They contend that the trial court erred in ignoring the corporate identity of C-Store Services, Inc. and holding each of them personally liable under the terms of the agreement. In the alternative, they argue that the trial court erred in holding them solidarily liable for the obligation, since LSA-C.C. art. 2817 expressly provides a partner is bound only for his virile share of a partnership debt.

Casten answered the defendants' appeal contending that the lower court erred in not awarding damages as prayed for in his petition, in not applying the principles of lesion to void the act of correction or give reasonable compensation therefor, and in not awarding a reasonable attorney's fee.

DISCUSSION

CONSULTATION AGREEMENT

LSA-C.C. art. 1906 defines a contract as an agreement by two or more parties whereby obligations are created, modified, or extinguished. Where the words of a contract are clear, explicit, and lead to no absurd consequences, the meaning and intent of the parties must be sought within the four corners of the document and cannot be explained or contradicted by parol evidence. Billingsley v. Bach Energy Corp., 588 So.2d 786 (La.App. 2d Cir.1991). Furthermore, a suspensive condition is defined in LSA-C.C. art. 1767 as follows:

A conditional obligation is one dependent on an uncertain event.
If the obligation may not be enforced until the uncertain event occurs, the condition is suspensive.
If the obligation may be immediately enforced but will come to an end when the uncertain event occurs, the condition is resolutory.

The consultation agreement contains a suspensive condition that the property be sold to Cordell and Powell. This event subsequently occurred, making the agreement an enforceable contract. The real issue presented is who is liable for performance of the contract now that it has been breached.

Defendants contend the contract clearly states Casten would work as a consultant for Kwik Trip Food Stores, and that since it is owned by C-Store Services Inc., only that corporation is liable to Casten under the contract.

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Cite This Page — Counsel Stack

Bluebook (online)
649 So. 2d 123, 1995 WL 26106, Counsel Stack Legal Research, https://law.counselstack.com/opinion/casten-v-cordell-lactapp-1995.