HAWCO MFG. v. Superior Chain, Inc.

754 So. 2d 1062, 98 La.App. 1 Cir. 1037
CourtLouisiana Court of Appeal
DecidedSeptember 24, 1999
Docket98 CA 1037
StatusPublished
Cited by4 cases

This text of 754 So. 2d 1062 (HAWCO MFG. v. Superior Chain, 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
HAWCO MFG. v. Superior Chain, Inc., 754 So. 2d 1062, 98 La.App. 1 Cir. 1037 (La. Ct. App. 1999).

Opinion

754 So.2d 1062 (1999)

HAWCO MANUFACTURING CO., INC.
v.
SUPERIOR CHAIN, INC., Watson Rentals, Inc. and Welding Machine Rentals, Inc.

No. 98 CA 1037.

Court of Appeal of Louisiana, First Circuit.

September 24, 1999.

*1063 Peter Butler, Peter Butler, Jr., Richard G. Passler, W. Christopher Beary, New *1064 Orleans, Counsel for Plaintiff-1st Appellant-2nd Appellee Hawco Manufacturing Co., Inc.

Gary A. Bezet, Gregory M. Anding, Barrye P. Miyagi, Robert E. Dille, Scott Johnson, Baton Rouge, Counsel for Defendants-1st Appellees-2nd Appellants Superior Chain, Inc., Watson Rentals, Inc. and Welding Machine Rentals, Inc.

Before: GONZALES, PARRO, FITZSIMMONS, GUIDRY and PETTIGREW, JJ.

FITZSIMMONS, J.

Hawco Manufacturing Co., Inc. (Hawco) appeals an adverse declaratory judgment. The judgment held that Hawco's payment on a promissory note executed by Hawco did not satisfy its obligation in favor of Superior Chain, Inc., Watson Rentals, Inc. and Welding Machine Rentals, Inc. (Watson). The latter three entities are the sellers of the plaintiff corporation. This court reverses the trial court judgment in the following respects.

PURCHASE AGREEMENT

On December 26, 1990, Hawco Manufacturing Co., Inc., Henry A. Watson, Hawco Rentals, Inc. and Welding Machine Rentals, Inc. entered into a written purchase agreement for the sale of ownership of a manufacturing and sales business[1] to Sohawk, Inc. The successor corporation to Hawco Manufacturing Co., Inc. was named Superior Chain. Watson Rentals, Inc. became the successor corporation to Hawco Rentals. Sohawk, Inc. later assumed the name, Hawco Manufacturing Co., Inc.

The issue on this appeal is concerned with only one element of the consideration given by Hawco for the purchase of the grapples and buckets business. The dispute emanates from Hawco's agreement to provide Watson with "$3,255,124.00—in the form of a Promissory Note, payable over ten(10) years with interest at the rate of 12% per annum...."

Between the thirty-fourth and the thirty-fifth months after the execution of the sale of the corporation, the purchaser, Hawco, tendered payment to Watson in the sum of $3,458,475.30. This monetary figure was reflected on the loan amortization schedule (which was incorporated into the written purchase agreement) as the balance of payment due on the promissory note as of the time of the payment. Watson accepted the payment; however, they refused to return the promissory note. Watson contended that Hawco had not paid the full sum due, pursuant to the terms of the sale and the note.

LITIGATION HISTORY

A petition for declaratory judgment was filed by Hawco in which it sought a determination by the court that it was entitled to make a prepayment and that the payment on November 16, 1993, constituted full satisfaction of its obligation. Watson answered the petition and, additionally, filed a reconventional demand. The reconventional demand asserted the following against Hawco: (1) a breach of contract under the note and purchase agreement, which entitled Watson to monetary damages for its breach; (2) reformation of the contract; (3) specific performance; (4) payment of the full price; and (5) attorney fees.

After a trial of the matter, the trial court determined: (1) the obligation represented by the note executed by Hawco had not been satisfied by the payment in dispute; (2) Hawco did not have a claim for wrongful conversion of the note; (3) Hawco did not have a claim for attorney fees; and, (4) Watson's reconventional demand was denied.

In its reasons, the court initially found that the circumstances of the purchase *1065 agreement permitted the introduction of parol evidence to more fully express the true cause behind the contract which was not reflected by its terms; moreover, the court deemed that the written contract did not reflect the entire agreement. After receiving parol evidence, the court determined that the intent of the parties, and particularly Mr. Watson, was that Watson would ultimately receive a specific amount of money. That sum would only be satisfied by payment in an amount equivalent to the amount that would have been advanced if the loan had proceeded to full term. In this regard, the court noted that there was no prohibition in the agreement against Hawco prepaying the note; however, the sum owed by Hawco for prepayment purposes amounted to the equivalent of the initially proposed $4,000,000 note payable at an 8.25% interest rate.

Hawco has appealed the trial court decision, asserting the following assignments of error:

1) The trial court erred in failing to find that the pertinent contracts allowed the appellant to prepay the note on November 16, 1993, by tendering the amount indicated on the amortization schedule as being the maximum balance due and owing under the note.

2) The trial court erred in failing to apply Louisiana law, specifically La. R.S. 9:3509.3, to its factual conclusion that the note was silent as to prepayment.

3) The trial court erred in allowing parol evidence to be admitted.

4) The trial court erred in reforming and re-writing the agreement and the note without finding the requisite mutual intent of all parties being contrary to the written contract.

5) The trial court erred in failing to find that, regardless of the terms of the note and the agreement, the seller agreed to accept the payment as tendered on November 16, 1993, in full satisfaction of all amounts due on the note.

6) The trial court erred in not awarding attorney's fees to the appellant.

In Watson's answer to the appeal, the following errors of law were assigned:

1) The trial court erred in not recognizing that the note, by its terms, is not prepayable.

2) The trial court erred, as a matter of law, when it refused to render a money judgment in Watson's favor against Hawco for the amount which remains unpaid.

3) The trial court erred as a matter of law, when having recognized that Hawco had defaulted under the terms of the note and agreement, it refused to render judgment recognizing that Watson was entitled to the benefits provided for in the note and agreement, including, but not limited to: the right to the return of the Hawco name; the right to reenter the bucket and grapple business; the right to cancel an option to purchase real estate which was contained in the agreement; and the right to recover reasonable attorney fees as the prevailing party.

PAROL EVIDENCE

At the outset of the trial, the court denied Hawco's motion in limine to prohibit the introduction of parol evidence to interpret the purchase agreement. The admissibility of extrinsic evidence in the interpretation of the purchase agreement is the threshold issue in determining the outcome of the lawsuit.

When the terms of a written contract are susceptible to more than one interpretation, or there is uncertainty or ambiguity as to its provisions, or the intent of the parties cannot be ascertained from the language employed, parol evidence is admissible to clarify the ambiguity or show the intention of the parties. Amoco Production Company v. Fina Oil & Chemical Company, 95-1185, p. 12 (La.App. 1st Cir.2/23/96), 670 So.2d 502, 511, writ denied, 96-1024 (La.5/31/96), 673 So.2d 1037.

*1066 Intent of the parties constitutes an issue of fact that can be inferred from all the surrounding circumstances. Kuswa & Associates, Inc. v. Thibaut Construction Company, Inc., 463 So.2d 1264, 1266 (La. 1985).

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Cite This Page — Counsel Stack

Bluebook (online)
754 So. 2d 1062, 98 La.App. 1 Cir. 1037, Counsel Stack Legal Research, https://law.counselstack.com/opinion/hawco-mfg-v-superior-chain-inc-lactapp-1999.