Fleming v. Acadian Geophysical Services, Inc.

827 So. 2d 623, 2 La.App. 3 Cir. 264, 2002 La. App. LEXIS 2992, 2002 WL 31207332
CourtLouisiana Court of Appeal
DecidedOctober 2, 2002
Docket02-264
StatusPublished
Cited by5 cases

This text of 827 So. 2d 623 (Fleming v. Acadian Geophysical Services, 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
Fleming v. Acadian Geophysical Services, Inc., 827 So. 2d 623, 2 La.App. 3 Cir. 264, 2002 La. App. LEXIS 2992, 2002 WL 31207332 (La. Ct. App. 2002).

Opinion

827 So.2d 623 (2002)

Dallas FLEMING
v.
ACADIAN GEOPHYSICAL SERVICES, INC., et al.

No. 02-264.

Court of Appeal of Louisiana, Third Circuit.

October 2, 2002.

*626 M. Charles Brandt, Jr., Lafayette, LA, for Plaintiff/Appellee, Dallas Fleming.

Adams & Reese, J. Wendall Clark, Baton Rouge, LA, for Defendant/Appellant, Acadian Geophysical Inc.

Court composed of BILLIE COLOMBARO WOODARD, OSWALD A. DECUIR, and MICHAEL G. SULLIVAN, Judges.

WOODARD, Judge.

Acadian Geophysical Services, Inc. (Acadian) appeals the jury's $145,000.00 verdict in Mr. Dallas Fleming's favor. The jury found that he was entitled to damages for Acadian's breach of its agreement, hiring him to perform accounting and auditing services for Acadian for a four year term. We affirm.

* * * * * *

Acadian surveys and records seismic activities in order to pinpoint potential drilling sites for oil companies. When Mr. Fleming began working for it, the company was just getting started and, basically, Mr. Fleming was its accounting department. Initially, he signed a non-disclosure agreement for Acadian but was working without a contract. He performed his duties, both, from his own office in Lafayette and at Acadian's office in St. Martinville. Shortly after he began working for Acadian, its board adopted a Corporate Resolution, authorizing two of its officers to contract with Mr. Fleming for his services. The officers were to work out the contract's terms and conditions, subject to unanimous shareholder approval. One of these officers, then, delegated this responsibility to James McGehee, Acadian's Chief Executive Officer at that time. Mr. McGehee enlisted the help of Edmund Guidry, who normally reviewed all of Acadian's contracts, and the two drafted an agreement to present to Mr. Fleming. The resulting contract, which expressly incorporates the Corporate Resolution, essentially, consisted of the following language:

A. That Acadian Geophysical Services, Inc. does hereby contract Dallas Fleming, to be an outside accountant & auditor for the term of four (4) years, effective this 1st day of January 1998 and terminating, December 31, 2001.
B. Mr. Fleming herein, will be compensated $4,000.00 per month for the first year, with annual increases of not less than 10% effective each anniversary date of this contract. Furthermore, Acadian Geophysical Services, Inc., agrees to pay his and his spouse and children's health insurance-Anthem Health and Life Insurance Company.

Mr. Fleming had specifically asked about health insurance for himself and his family, but Acadian, not Mr. Fleming, proposed the contract's duration, the compensation, and the provision for annual increases. Less than six months into the contract, Acadian became a subsidiary of another company, Petroleum Geo Services ASA (PGS), a Norwegian company with offices in Houston, Texas. Mr. Fleming continued performing services for Acadian for about another six months when Acadian informed him that it was moving its accounting division to its office in Houston, and, thereafter, he would have to perform his duties there. He told Acadian that he could not move to Texas, and Acadian responded with a letter, giving him a deadline to report to the Houston office. When he did not report by the deadline, Acadian advised him that they considered his contract to be terminated. Mr. Fleming initiated suit against Acadian and PGS for breach of contract. A directed verdict was entered in PGS's favor and is not challenged in this appeal.

*627 After trial in this matter, the court instructed the jurors and presented them with a verdict form/interrogatories to help them reach a verdict. When the jury returned this form, its interrogatory responses were inconsistent. Thus, the court clarified the instruction and sent the jury back to deliberate, further. Immediately, the jury returned, having fixed the inconsistency, and announced that they had made a clerical error.

ASSIGNMENTS OF ERROR

We must decide 1) whether the jury misapplied contract law in finding that Acadian breached, or alternatively, whether the jury was clearly wrong in applying the facts 2) whether the trial court erred in denying Acadian's motion for JNOV, offered on the basis that the jury clearly misinterpreted the applicable law 3) whether the trial court erred in failing to grant Acadian's motion for mistrial once the jury returned with inconsistent interrogatory/verdict responses 4) whether the trial court erred in submitting additional charges to the jury and erred in the substance of the specific supplemental charge given and 5) whether the trial court erred in failing to grant Acadian's post-judgment motion for new trial, offered on the basis that confusion resulted from the jury charges and deliberations.

SUB-CONTRACTOR AGREEMENT

Initially, we must address whether the jury misapplied contract law in finding that Acadian breached the contract or, alternatively, whether the jury was clearly wrong in applying the facts.

The common intent of the parties guides the interpretation of a contract.[1] If the words of a contract are clear, explicit, and lead to no absurd results, its interpretation is constrained to the "four corners" of the document.[2] No further interpretation is needed when intent is clear.[3] The court must determine whether the words of a contract are clear or whether they are ambiguous because this is a question of law, not fact.[4] Additionally, where the trial court is faced with undisputed or uncontroverted facts, the proper standard of review is whether it made a legal error.[5] Acadian urges the application of the legal error standard because the Sub Contractor agreement contains no express provision which limits the geographic area of Mr. Fleming's performance.

Notwithstanding, we disagree that this case presents us with undisputed or uncontroverted facts. We find that this "bare bones" contract provides no expression or implication of the parties' intent within its four corners. The contract is silent as to the required location of the work, as well as to many issues which might arise, concerning Mr. Fleming's contractual performance. When the words of a contract do not address a specific situation, we must examine, not only, the words of the contract but, also, the surrounding circumstances to determine if the parties intended to include any implied incidental obligations in that situation.[6] Thus, the trial court was correct in hearing testimony, regarding the circumstances surrounding *628 the parties at the time of contracting to discern their intention.

Thus, we turn to the parties' subjective intent. Evaluating the evidence to assess the parties' subjective intent is a task for the trier of fact, and the jury's determination of their intent is entitled to great weight.[7] In reviewing the jury's finding, we must apply the manifest errorclearly wrong standard.[8] In other words, to reverse the jury's finding, we must conclude that there is no factual basis in the entire record for its determination and that such is clearly wrong or manifestly erroneous.[9] It is not for us to decide whether the jury was right or wrong; the issue is whether its conclusion was reasonable.[10]

We cannot say that, after having heard the evidence, the jury's conclusion that the parties had reached a meeting of the minds, concerning the location of Mr. Fleming's performance was unreasonable.

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Bluebook (online)
827 So. 2d 623, 2 La.App. 3 Cir. 264, 2002 La. App. LEXIS 2992, 2002 WL 31207332, Counsel Stack Legal Research, https://law.counselstack.com/opinion/fleming-v-acadian-geophysical-services-inc-lactapp-2002.