Jeffers v. Hansen

441 So. 2d 283
CourtLouisiana Court of Appeal
DecidedOctober 18, 1983
DocketCA-0355
StatusPublished
Cited by8 cases

This text of 441 So. 2d 283 (Jeffers v. Hansen) 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
Jeffers v. Hansen, 441 So. 2d 283 (La. Ct. App. 1983).

Opinion

441 So.2d 283 (1983)

James L. JEFFERS, Jr.
v.
Victoria P. HANSEN and Bonaparte's Retreat, Inc.

No. CA-0355.

Court of Appeal of Louisiana, Fourth Circuit.

October 18, 1983.

*285 Bruce C. Waltzer, Fine, Waltzer & Bagneris, New Orleans, for petitioner-appellant.

James E. Swayngim, New Orleans, for petitioner-appellant.

Anthony J. Milazzo, Jr., Kenner, James P. Screen, New Orleans, for defendants-appellees.

Before AUGUSTINE, WARD and WILLIAMS, JJ.

AUGUSTINE, Judge.

Plaintiff James L. Jeffers is the former manager of a French Quarter bar known as Bonaparte's Retreat. The bar is located at 1007 Decatur Street in New Orleans, which premises were, at one time, leased by Bonaparte's Retreat, Inc., whose majority stockholder and secretary-treasurer is Victoria P. Hansen. This dispute arose when Hansen, acting on behalf of the corporation, entered the bar and seized the premises to prevent Jeffers' continued management. Jeffers then filed this suit for injunction and damages against Hansen and the corporation, alleging that Hansen's conduct constitutes trespass and wrongful eviction.

The defendants answered, denying the allegations, and in turn, filed a reconventional demand alleging Jeffers' breach of contract for employment. Following trial on the merits, the trial court rejected plaintiff's principal claims, but, nevertheless, allowed Jeffers to recover certain monies which he had deposited with the defendant corporation pursuant to his contract. Jeffers now prosecutes this appeal, urging that the trial court erred in not recognizing the merit of his principal allegations of trespass and wrongful eviction.

THE CONTRACT

At the center of this controversy is the contract itself, executed by these disputing parties in authentic form on September 30, 1977.[1] The agreement is styled "Contract for Employment" and its terms allow Jeffers the right to operate Bonaparte's Retreat according to the following provisions:

"WHEREAS, Said corporation desires to employ and retain the services of a Manager, and that one James L. Jeffers, Jr. has applied for employment as a Manager of said business known as Bonaparte's Retreat, Inc.
THEREFORE, It is mutually agreed:
1) That effective October 1, 1977 James L. Jeffers, Jr. is employed as Manager of Bonaparte's Retreat, Inc. under the terms and conditions hereinafter set forth:
*286 2) Unless voluntarily terminated or for violation of the provisions of this contract or for violation of the liquor laws and regulations of the State of Louisiana and the City of New Orleans, said employment shall remain in effect until March 14, 1999."

Other provisions called upon Jeffers, as manager, to deposit $3,000 with the corporation, Bonaparte's Retreat, Inc., "for the faithful performance of the contract." The contract further obligated Jeffers to pay to the corporation the sum of $1,000 per month "as revenue, after the payment of all expenses, except monthly rental, but including repairs, maintenance and all licenses, supplies, salaries, etc." (Emphasis added). The contract stipulated that Jeffers "shall be reimbursed monthly for that sum which aggregates net receipts after the payment of the sum guaranteed to the corporation monthly and all expenses of the corporation except rent ..." (Emphasis added). The agreement also bound Jeffers to keep all records of operations and expenses, and to make those records available for inspection by Hansen, the corporate secretary-treasurer. Finally, as incentive for Jeffers' faithful compliance with the contract, Hansen bound the corporation to offer to Jeffers a sublease of the premises occupied by Bonaparte's Retreat in the event that Bonaparte's received permission from the owner of the premises to grant such a sublease.[2]

PLAINTIFF'S ALLEGATIONS

The conduct which gave rise to this litigation occurred on March 24,1978. As of that date, the relationship between Jeffers and Hansen, which had begun smoothly enough six months earlier, had turned antagonistic. For reasons to be stated later in this opinion, Hansen had grown to suspect Jeffers of false dealing with respect to the corporation's revenues. When Jeffers was hospitalized for injuries sustained during an altercation at Bonaparte's, Hansen went to the business premises at 1007 Decatur Street and conducted a first-hand inspection of the corporation's records, which had been kept in Jeffers' possession. Hansen's discoveries convinced her that Jeffers had not faithfully carried out his obligations for some time and, accordingly, she took immediate action, closing the business and changing all locks, thus preventing Jeffers from continuing his alleged course of mismanagement. Shortly afterward, Hansen notified the plaintiff that he was discharged from employment.

Jeffers contends that because his contract with Bonaparte's is a sublease of the premises located at 1007 Decatur Street, and not a contract for employment, Hansen's conduct constituted trespass and unlawful eviction. Plaintiff's argument is founded upon parol evidence regarding his negotiations with Hansen prior to and contemporaneous with the signing of the contract. These negotiations, in plaintiff's view, modify the written agreement and reflect the parties' true intention to perfect a sublease.

According to Jeffers, it had been Hansen's intention from the beginning to duplicate with him the contractual arrangement which had bound Bonaparte's previous managers, two individuals named Herman and Oreck, who had subleased the premises from the corporation with the permission of the owner-lessor. Shortly after Herman and Oreck gave up their sublease and left the business in 1977, Hansen placed an advertisement in a local newspaper offering the bar for a long-term lease. Jeffers responded to the offer and negotiations ensued. At that time, plaintiff contends, Hansen explained to Jeffers the sublease provisions of the former managers' contract and promised that Jeffers' rights and duties concerning the premises and the operation of the business would be the same as theirs. Jeffers acknowledges, of course, that the express terms of his contract do not purport to sublease the premises. Nevertheless, he argues, it was the intention of both parties to circumvent the corporation's lease which, *287 by that time, contained a prohibition against the corporation's sublease of the premises to third parties. Plaintiff asserts that the evidence of Hansen's intent to accomplish indirectly that which could not be done directly (or legally, we might add) is found in that provision of the contract which obligates Jeffers to pay to the corporation a sum of $1,000 per month, in advance, for the privilege of operating the defendant's business. The plaintiff contends that such payment constitutes rent. Finally, it is argued that the last paragraph of the contract (wherein Hansen obligates the corporation to offer a sublease to Jeffers in the event that the owner-lessor remove the prohibition against sublease) is merely a promise to later cast in formal, written terms that which had already been accomplished by the parties' oral agreement.

The issue thus raised is whether parol evidence of agreements made prior to or contemporaneously with the execution of authentic act can be admitted to transform the unambiguous character of the act from a contract of employment to a contract of lease.

The Louisiana Civil Code clearly answers the above question in the negative:

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Bluebook (online)
441 So. 2d 283, Counsel Stack Legal Research, https://law.counselstack.com/opinion/jeffers-v-hansen-lactapp-1983.