Data-Core Systems, Inc. v. PVR America Inc.

200 So. 3d 388, 2016 La. App. LEXIS 1557, 2016 WL 4198208
CourtLouisiana Court of Appeal
DecidedAugust 10, 2016
DocketNo. 50,763-CA
StatusPublished

This text of 200 So. 3d 388 (Data-Core Systems, Inc. v. PVR America Inc.) 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
Data-Core Systems, Inc. v. PVR America Inc., 200 So. 3d 388, 2016 La. App. LEXIS 1557, 2016 WL 4198208 (La. Ct. App. 2016).

Opinion

GARRETT, J.

_JjThe defendant, PVR America, Inc. (“PVR”), appeals from a trial court judgment ordering it to pay the plaintiff, Data-Core Systems, Inc. (“Data-Core”), more than $80,000 for services rendered pursuant to their contract. We affirm the trial court judgment.

FACTS

Data-Core is an information technology (“IT”) services company which provides its services to clients either as a complete project or as staff supplementation. It is a Delaware corporation with a principal place of business in Philadelphia, Pennsylvania. PVR is also a Delaware corporation, and its principal business establishment was in Ruston, Louisiana.1 Its business is locating technical services personnel for various clients and then, acting as a conduit, introducing them to the clients.

In September 2012, these parties entered into a six-month “supplier agreement” for the period of October 2012 to March 2013, with a 30-day termination option. The form contract was prepared and furnished by PVR.

In relevant part, the contract states as follows: ■

This AGREEMENT made effective September U 2012, between PVR AMERICA INC., ... (hereinafter “PVR AMERICA”) and Data-Core Systems Inc. ... (hereinafter “Supplier”), ...
WHEREAS PVR America’s business is locating technical services personnel for various clients, including the client (hereinafter “Client”) listed in any Purchase Order (Exhibit A) executed by PVR AMERICA and Supplier and attached to this Agreement, to provide technical services to Client according to the Client’s specifications; and
WHEREAS Supplier agrees that PVR .AMERICA will spend substantial resources and time evaluating, qualifying, proposing and/or providing Supplier’s technical services personnel to Client, [390]*390and that PVR AMERICA was selected by Client to provide such ^personnel to Client at the Client locations listed, in any attached Purchase Order; and
WHEREAS Supplier is in a similar business and desires to join efforts with PVR AMERICA for the purpose of providing qualified candidates for the Client of PVR AMERICA; and
WHEREAS PVR AMERICA and Supplier wish to. enter into an Agreement pursuant to which Supplier will intrp-duce technical services personnel candidates to PVR AMERICA and PVR AMERICA may submit said technical services personnel to provide their services to Cliént.
NOW THEREFORE, in consideration of the mutual promises and covenants, the parties agree as follows:
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2) BILLING AND PAYMENT If Supplier’s candidate/s are selected by Client to provide services, SUPPLIER will be paid by PVR AMERICA in accordance with a Purchase Order (Exhibit A) to be attached hereto for each- individual who provides such services through PVR AMERICA. PVR AMERICA will submit payment to Supplier based on the billable time approved by Client in writing on timesheets submitted by Supplier’s technical services personnel.
Billable time shall be defined as the time (i.e., hours, days) the Supplier’s technical services personnel has worked at the Client site that is recorded on PVR America’s timesheet, has been approved by an authorized representative of the Client, and is billable by PVR AMERICA to the Client. Unless otherwise specified, the period for reporting time is every month on 31st. The Supplier must email or fax, or cause Supplier’s employee to email or fax, the timesheet to PVR AMERICA no later than the third business day following the end of each such period.
By the 10th day of each month, Supplier will submit an invoice for the previous calendar month to PVR AMERICA for Supplier’s services to the Client for the time approved by the Client on the signed timesheets. No payments will be made to Supplier without such invoice and timesheets. Payment of such invoice will be made in accordance with this paragraph, except in the case of a material breach of this agreement by Contractor, or in the case of an irreconcilable job-related performance by Supplier’s Employee. Supplier’s invoice should reflect the number of client approved billable hours worked during each period. Should Supplier’s technical services personnel be required to complete a Client timesheet along with PVR America’s timesheet, the Supplier must ensure that the same time is recorded on both timesheets, in order to ensure the proper payment to be made to Supplier. This is critical information for Client billing and PVR America’s payment to Supplier. PVR AMERICA shall pay Supplier’s invoices on a Net 45 day basis from receipt of Supplier’s monthly | .¡invoice or within 10 days that PVR gets paid from the client whichever occurs latter [sic]. ■
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6) NOTICE OF TERMINATION Supplier may terminate this agreement in the event PVR America Inc. materially breaches a term or condition of the agreement and such material breach has not been cured within thirty (30) business days of PVR America’s receipt of written notification of such material breach, however that PVR AMERICA may terminate upon shorter notice, or no notice for any reason. Supplier’s 30 day written notice shall be sent via certi[391]*391fied mail, return-receipt requested, and shall commence on the actual calendar date that it is received. Further, should Supplier desire to terminate this agreement, PVR AMÉRICA shall have the right to request the continuance of the related purchase orders until such minimum time requirements have been met....
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18) LAW The internal laws of the state of Louisiana and Lincoln Parish shall govern this agreement, ... and any lawsuits pertaining to the Agreement ... shall be decided in ... Louisiana/Lincoln Parish....
19) BREACH Since monetary damages are difficult to ascertain and are likely to be inadequate to compensate either party in the case of any breach of this Agreement by the other party, the parties agree that either party shall be entitled to injunctive relief (both temporary and permanent) for any breach or proposed breach of this Agreement. In addition, the party, who is found to have breached this Agreement shall be liable for any damages, costs and fees incurred by the other non-breaching party and relating to such breach. Each party also agrees to indemnify and hold harmless the other for any and all losses, costs and other liabilities incurred, including costs and fees, relating to any breach of the obligations set forth herein. (Emphasis original.)

Pursuant to this contract, one of Data-Core’s employees, Amith Prabhakaran, was assigned to work on a project for PVR’s client, Hyundai-HISNA, in California. Under the contract, Data-Core billed PVR on an hourly basis for Mr. Prabha-karan’s work. Invoices were sent on a monthly basis. During this project, Mr. Prabhakaran unexpectedly traveled to India on or about November 16, 2012, due to a family medical emergency and never returned to the project site. PVR refused to pay any of the invoices it received from Data-Core for any of the services he rendered prior to his departure.

| ¿Data-Core filed suit against PVR in Lincoln Parish on April 15, 2013.

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Bluebook (online)
200 So. 3d 388, 2016 La. App. LEXIS 1557, 2016 WL 4198208, Counsel Stack Legal Research, https://law.counselstack.com/opinion/data-core-systems-inc-v-pvr-america-inc-lactapp-2016.