Dixie Campers, Inc. v. Vesely Co.

389 So. 2d 889, 1980 La. App. LEXIS 4482
CourtLouisiana Court of Appeal
DecidedOctober 9, 1980
DocketNo. 11258
StatusPublished
Cited by3 cases

This text of 389 So. 2d 889 (Dixie Campers, Inc. v. Vesely Co.) 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
Dixie Campers, Inc. v. Vesely Co., 389 So. 2d 889, 1980 La. App. LEXIS 4482 (La. Ct. App. 1980).

Opinion

CHEHARDY, Judge.

Plaintiff, Dixie Campers, Inc. (Dixie), appeals from a summary judgment in favor of defendant, Vesely Company (Vesely), dismissing with prejudice plaintiff’s suit against defendant for alleged breach of contract at plaintiff’s cost.

Dixie entered into a dealership agreement with Vesely on October 8, 1974, by which the defendant appointed the plaintiff its authorized “ * * * Apache dealer for the sale and distribution of Apache camping trailers and parts and accessories marketed by Vesely * * *.” (Emphasis ours.)

Exhibit “A” to Dixie’s dealer agreement, also dated October 8, 1974, contained the following statement:

“In consideration of the active and aggressive promotion of VESELY Products in the following described marketing area, VESELY will not, during the term of the Dealer Agreement, sell Apache products to any other person purchasing for resale who, to VESELY’S knowledge, maintains a place of business for sale of products in such marketing area. “Marketing Area: Jefferson, St. Charles, Plaquemines, St. Bernard, Orleans Parishes.”

During the3 existence of the agreement, Gerald T. Hennings, president of Dixie, stated in a sworn affidavit that it was the understanding of Dixie that the dealership agreement concerned not only Apache Camping Trailers but any and all Apache products. He also averred that Dixie, in fact, marketed and sold the following Apache products during the existence of the contract: Apache Campers, Empire Travel Trailers, Empire Motor Homes, and Apache Mini Homes.

Plaintiff’s petition further alleged that in November of 1977, during the existence of the contract in question, defendant appointed a firm known as Allgood Campers (All-good), located at 3629 Williams Boulevard, Kenner, Jefferson Parish, Louisiana, as its dealer for the sale and distribution of Apache products, in spite of plaintiff’s protests, and that Jefferson Parish was within the marketing area reserved to the plaintiff under its dealership contract.

In addition, plaintiff claimed that in late 1976 Vesely established a dealership for distribution and sale of Apache products in Slidell, Louisiana, said dealership known as Slidell Campers Sales and Service, Inc. (Sli-dell). Dixie also produced advertisements of Apache products placed by Allgood and Slidell in a local newspaper distributed in the parishes covered by Dixie’s contract.

Fred W. Krantz, director of sales of Vesely Company, said in a sworn affidavit the only Apache products sold to Allgood during this period were four Apache Travel Trailers, an item, defendant claimed, not covered under the exclusive dealership contract with Dixie. An attached photo copy of a computer printout which was dated July 31, 1978 and covered the period from August 1, 1977 to July 31, 1978 showed no Apache Camping Trailers sold to Allgood during this period.

[891]*891Defendant’s copy of Allgood’s dealer application, moreover, made reference to only Apache Travel Trailers and Empire Travel Trailers, without inclusion of Apache Camping Trailers, noting Dixie had an agreement.

Defendant further produced letters of response to dealership inquiries stating that, in regard to Apache Camping Trailers, the territory in question had been previously committed to Dixie.

Plaintiff contends that the trial court erred in sustaining defendant’s motion for summary judgment in view of the fact there clearly existed a material issue of fact in the matter and that defendant was not entitled to judgment as a matter of law.

In Bohm v. CIT Financial Services, Inc., 348 So.2d 132, 134 (La.App. 1st Cir. 1977), writ refused October 7, 1977, the Court held:

“LSA-C.C. art. 1945 provides:
‘Art. 1945. Legal agreements having the effects of law upon the parties, none but the parties can abrogate or modify them. Upon this principle are established the following rules:
‘First -That no general or special legislative act can be so construed as to avoid or modify a legal contract previously made;
‘Second -That courts are bound to give-legal effect to all such contracts according to the true intent of all the parties;
‘Third-That the intent is to be determined by the words of the contract, when these are clear and explicit and lead to no absurd consequences;
‘Fourth -That it is the common intent of the parties-that is, the intention of all-that is to be sought for; if there was difference in this intent, there was no common consent and, consequently, no contract.’

“If the agreement between the parties is clear and unambiguous, and will not lead to absurd consequences, the intention of the parties must be gathered from the writing itself. It is only where the agreement is unclear, ambiguous or will

lead to absurd consequences that the court should go beyond the written agreement to gather the true intention. * * ”

We are aware of the cases of Berger v. Fireman’s Fund Insurance Company, 305 So.2d 724 (La.App. 4th Cir. 1974), and Vital v. Hous. Auth. of City of New Iberia, 360 So.2d 1182 (La.App. 3d Cir. 1978), wherein the courts have held that summary judgment is often not appropriate to show subjective facts such as motive, intent, malice, good faith or knowledge. However, in the present case we cannot find that ambiguity or absurd consequence from the words of the contract that would require the trial court to go beyond the words of the written agreement in determining the intent of the parties themselves.

The present case, therefore, we find distinguishable from cases such as Hall v. Management Recruiters of New Orleans, Inc., 332 So.2d 509 (La.App. 4th Cir. 1976), wherein this court denied summary judgment, holding that it is rarely an appropriate procedure for determining intention. Hall, supra, however, involved a notation on the back of a check and at issue was whether the payment was offered and accepted as full settlement of all wage-related claims, in spite of the absence of an explicit and detailed contract of compromise. Clearly, the situation in Hall, supra, therefore, is not comparable to the present case, where the trial court had before it a written, unambiguous contract that limited the court’s determination of the parties’ intent.

The court in Crow v. Monsell, 200 So.2d 700 (La.App. 2d Cir. 1967), also addressed itself to the interpretation of written contracts at pages 701-702:

“A cardinal rule for the interpretation of contracts is that courts must seek for and ascertain, if possible, the mutual intention of the parties. LSA-C.C. Art. 1945; Cooley v. Meridian Lumber Co., 195 La. 631, 197 So. 255 (1940); Chicago Mill & Lumber Co. v. Lewis (La.App.) 68 So.2d 913 (2d Cir. 1953-cert, denied). Although language employed in contracts is usually [892]*892interpreted according to the ordinary and customary meaning of the words used, clauses couched in general terms, which, if taken literally would lead to unreasonable consequences must be construed according to what, under all circumstances, was probably the intention of the parties. Losecco v. Gregory, 108 La. 648, 32 So. 985 (1901); Molero v. California Company (La.App.) 145 So.2d 602 (4th Cir. 1962-cert. denied).

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Related

Baker v. Life General SEC. Ins. Co.
405 So. 2d 1162 (Louisiana Court of Appeal, 1981)
Dixie Campers, Inc. v. Vesely Co.
395 So. 2d 812 (Supreme Court of Louisiana, 1980)

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389 So. 2d 889, 1980 La. App. LEXIS 4482, Counsel Stack Legal Research, https://law.counselstack.com/opinion/dixie-campers-inc-v-vesely-co-lactapp-1980.