JIB Line Group, LLC v. Legette

165 So. 3d 93, 2014 WL 5894563
CourtLouisiana Court of Appeal
DecidedNovember 12, 2014
DocketNo. 14-CA-207
StatusPublished
Cited by1 cases

This text of 165 So. 3d 93 (JIB Line Group, LLC v. Legette) 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
JIB Line Group, LLC v. Legette, 165 So. 3d 93, 2014 WL 5894563 (La. Ct. App. 2014).

Opinion

STEPHEN J. WINDHORST, Judge.

| ¡.Appellants, Reginene and Tyrone Le-gette (“the Legettes”), appeal from the trial court’s judgment in favor of JIB Line Group, L;L.C. (“JIB”) and against the Le-gettes in the amount of $59,700.00. For the reasons that follow, we affirm.

On August 23, 2005, JIB and the Le-gettes entered into an “Investment Agreement” involving the Sabal Park Holiday Inn Stay Bridge Hotels (“the property”), wherein JIB agreed to pay to the Legettes $60,000.00 as an initial investment in the property. The hotel was not completed [95]*95until 2007 and only operated for a couple of months before it was closed.

On September 24, 2012, JIB filed a petition for damages seeking the return of its initial investment of $60,000.00, pursuant to the terms of the agreement.1 After trial on the merits, the trial court entered judgment in favor of JIB and against the Legettes in the amount of $59,700.00.2 The trial court found that there was a contractual agreement between JIB and the Legettes, individually, and not with Sabal Park Sunway L.L.C, or any other entity. The trial court determined |sthat the agreement was not ambiguous, but even assuming it was, uncertainties would be construed against the party who prepared the document, i.e., the Legettes. The trial court further found that the Le-gettes certified that within the first five years all of the initial $60,000.00 investment “will be earned by the property and returned to the investor.” The trial court then awarded judgment in favor of JIB and against the Legettes, individually.

In their only assignment of error, the Legettes contend that the trial court erred in finding that the Legettes were personally responsible for returning JIB’s initial investment. The Legettes argue that the agreement clearly provides that the funds would be earned by and returned from the property’s earnings, not from the Legettes. The Legettes and JIB both agree that the sole issue in this case is the interpretation of the one-page document entitled “Investment Agreement.”

Generally, a contract, subject to interpretation on the four corners of the instrument without the necessity of extrinsic evidence, is interpreted as a matter of law. 2800 Associates, L.L.C. v. Eagle Equity Ltd. Partnership No. 3, 10-687 (La. App. 5 Cir. 3/29/11), 64 So.3d 283, 290; Bayou Fleet Partnership v. Phillip Family, LLC, 11-924 (La.App. 5 Cir. 3/27/12), 91 So.3d 1112, 1115. However, when factual findings are necessary to resolve a dispute over conflicting interpretations of the contract, those findings may only be disturbed if they are found to be manifestly erroneous. 2800 Associates, L.L.C, 64 So.3d at 290; Bayou Fleet Partnership, 91 So.3d at 1115.

A determination of fact is entitled to great deference on review. McGlothlin v. Christus St. Patrick Hosp., 10-2775 (La.7/1/11), 65 So.3d 1218, 1230. Factual findings of a trier of fact may not be disturbed by an appellate court absent manifest error. Cambre v. St. John the Baptist Parish, 12-590 (La.App. 5 Cir. 5/16/13), 119 So.3d 73, 77, writ denied, 13-1415 (La.10/11/13), 123 So.3d 1227. 14Where a conflict in the testimony exists, reasonable evaluations of credibility and reasonable inferences of fact should not be disturbed, even though the reviewing court may feel that its own evaluations and inferences are more reasonable. Allerton v. Broussard, 10-2071 (La.12/10/10), 50 So.3d 145, 145.

“Interpretation of a contract is the determination of the common intent of the parties.” La. C.C. art. 2045. Intent is an issue of fact which is to be inferred from all of the surrounding circumstances. D'Antonio v. Simone, 94-798 (La.App. 5 Cir. 3/15/95), 653 So.2d 678, 680. When the words of a contract are clear and explicit and lead to no absurd consequences, no further interpretation may be made in search of the parties’ intent. La. C.C. art.2046; Clovelly Oil Co., LLC v. Midstates Petroleum Co., LLC, 12-2055 [96]*96(La.3/19/13), 112 So.3d 187, 192. Each provision in a contract must be interpreted in light of the other provisions so that each is given the meaning suggested by the contract. La. C.C. art. 2050; Clovelly Oil Co., 112 So.3d at 192; Data Management Corp. v. Parish of St. John the Baptist, 11-581 (La.App. 5 Cir. 2/14/12), 88 So.3d 557, 561. When ambiguity exists in a contract, the ambiguity is to be construed against the party providing the text. La. C.C. art. 2056; Certified Cleaning & Restoration, Inc. v. Lafayette Ins. Co., 10-948 (La.App. 5 Cir. 5/31/12), 96 So.3d 1248, 1251.

In its judgment, the trial court determined that the contract was between JIB and the Legettes, individually, and that return of the initial investment to JIB was due from the Legettes individually, not from another entity. Our review of the record does not establish that this determination is erroneous.

At the trial, the parties submitted a copy of the “Investment Agreement” executed between “JIB Line Group, L.L.C. (hereinafter “investor”)” and “Tyrone and Regi-nene Legette” concerning “Sabal Park Holiday Inn Stay Bridge Hotels.” The document provides, in pertinent part, as follows:

hi. It is understood by the parties that investor will pay unto Tyrone and Reginene Legette the sum of SIXTY THOUSAND DOLLARS AND 00/100 ($60,000.00) in return for an initial .0015454 ownership in the $11,000,000.00 concern, the property.
2.Tyrone and Reginene Legette certify that within the first five (5) years all of the initial investment of $60,000.00 will be earned by the property and returned to investor.
3. Until all funds ($60,000.00) are returned to investor, the percentage will be higher than the original investment to guarantee a speedy return of the initial investment within five (5) years or sooner.
4. Upon the return of investor’s initial investment of $60,000.00, then the percentage will convert back to the original price of the property ($11,-000,000.00) with a $60,000.00 initial investment, with a percentage amount of .005454 [sic ].

Mr. Legette testified that he has been in the construction business since 1998 or 1999. He is a licensed commercial and residential general contractor. He is a member of Sabal Park Sunway, L.L.C. (“Sabal Park”) which owned the property,3 and that he had a 1/3 ownership interest in Sabal Park.

Mr. Legette testified that he prepared the agreement without consultation or advice from legal counsel. He testified that in return for investing $60,000.00, the agreement transfers a percentage of his 1/3 interest in Sabal Park to JIB.4 However, Mr. Legette acknowledged that the language in the agreement does not convey or transfer an interest in Sabal Park to JIB. Mr. Legette also testified that he did not have permission from the other members of Sabal Park to sell part of his 1/3 ownership interest to JIB. He further admitted that he knew that JIB was legally prohibited from becoming a member of Sabal Park.

[97]*97Mr. Legette testified that the one-page document was an agreement based upon a performance of something else. He testified that he prepared paragraph two to state that the Legettes certified that JIB would be repaid the $60,000.00 within | fifive years.

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165 So. 3d 93, 2014 WL 5894563, Counsel Stack Legal Research, https://law.counselstack.com/opinion/jib-line-group-llc-v-legette-lactapp-2014.