Landesman v. Ford Motor Co.

331 So. 2d 106, 1976 La. App. LEXIS 4300
CourtLouisiana Court of Appeal
DecidedApril 12, 1976
DocketNo. 10617
StatusPublished
Cited by2 cases

This text of 331 So. 2d 106 (Landesman v. Ford Motor 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
Landesman v. Ford Motor Co., 331 So. 2d 106, 1976 La. App. LEXIS 4300 (La. Ct. App. 1976).

Opinion

BLANCHE, Judge.

Plaintiff-appellant, Robert C. Landes-man, appeals a judgment of the Twenty-Second Judicial District Court, dismissing his suit against the defendants-appellees, Ford Motor Company and Ford Motor Credit Company. We affirm.

On April 29, 1970, plaintiff entered into a written agreement to purchase the assets of a financially troubled Ford Motor Company dealership, Gall-Naman Ford, Inc., Slidell, Louisiana. Under the agreement, plaintiff was to incur all of the expenses and receive all of the profits, if any, that he made while operating the dealership. At that point, the plaintiff did not own a franchise to operate a Ford dealership, and to complicate matters, the defendants were not a party to this agreement.

However, plaintiff and the owners of Gall-Naman were aware that Ford and Ford Motor Credit, which supplies a line of credit to Ford dealerships, would require that plaintiff establish himself as the new dealer. Therefore, on May 5, 1970, the plaintiff and Michael E. Ñaman, one of the owners of Gall-Naman, met with a representative of Ford Motor Company, Don Ford, to arrange for plaintiff’s application for a franchise.

At that meeting plaintiff was advised by Mr. Ford that although the Ford Company could not prevent plaintiff from purchasing the assets of Gall-Naman prior to his obtaining a franchise in his own name, the Ford Company, nevertheless, viewed the transaction as irregular. Regardless, the plaintiff’s application was taken and Mr. Ford requested that plaintiff submit various reports and financial statements in conjunction therewith.

The plaintiff acknowledged that he was cautioned by Mr. Ford that he was dealing with Gall-Naman at his own risk and that there was no assurance that plaintiff would, in fact, be given a franchise.

In fact, two weeks after the May 5 meeting, plaintiff was notified that his bid was going to be rejected due to the inexperience of plaintiff’s proposed management team and also because of inadequate capi[108]*108talization of the proposed corporation.1 In an effort to remedy these problems, Mike Ñaman was added to the management team and a revised corporate structure was submitted.

However, due to conflicts between the plaintiff and Ñaman, coupled with Na-man’s inability to obtain capital, plaintiff decided to eliminate his name from the proposed organization.

Plaintiff then added the name of Charles Gross to the list. Gross had prior experience as general manager of another agency and was sales manager for Gall-Naman at the time plaintiff purchased the assets of the dealership. Another revised capital structure was submitted in the first week of July, but the plaintiff’s application was formally rejected by the Ford Company on July 23, 1970. On July 27, the dealership closed its doors.

The record discloses that on May 1, 1970, in spite of the fact that the plaintiff was not an authorized dealer and had no guarantee of ever becoming one, and also in spite of the warnings by Don Ford to proceed at his own risk, the plaintiff began operating the dealership on his own. Plaintiff’s right to operate the dealership stemmed only from his agreement with Gall-Naman, as he had no contract with either of the defendants.

Pursuant to the agreement with Gall-Na-man, plaintiff received all credit for automobile sales and also the profits from the agency. The credits and profits were received from Ford Motor Credit Company in the form of checks payable to Gall-Na-man. Under their agreement, Gall-Naman would then endorse said checks over to plaintiff, who would deposit them in his own account. Therefore, the record is clear that during the entire period that plaintiff operated the dealership on his own, he knew or, as a reasonable man, should have known that Gall-Naman was the only entity recognized by either of the defendants. Plaintiff knew that whatever profits he received came from Gall-Naman and not from the defendants and that his only claim to said profits was through his contract with Gall-Naman.

In effect, plaintiff actually operated a Ford Motor Company dealership under a contract that existed between the former owners and Ford. He sold Ford automobiles which were on hand when he took over, and he also purchased other Ford automobiles from nearby dealers for resale. He purchased parts and performed repairs and even performed warranty work on eligible Ford products. Nevertheless, throughout the entire period that plaintiff occupied the dealership, neither Ford nor Ford Motor Credit had any dealings whatsoever with plaintiff. All business was transacted directly with Gall-Naman. As to Ford, plaintiff was no more than an al-terego of Gall-Naman.

The plaintiff paid cash for most of the parts and products bought from Ford since Gall-Naman’s credit had been severed by the company.

All credit for automobiles sold was issued by check from Ford Motor Credit to Gall-Naman, who, pursuant to their, agreement, endorsed them over to plaintiff.

In July when plaintiff’s application was rejected, the dealership closed its doors. At that point, approximately $7,000 in dealer’s profits resulting from the sale of automobiles by the plaintiff was applied to the indebtedness of Gall-Naman. According to the testimony of Mike Ñaman, he instructed Ford Motor Credit to make that entry to offset money he alleged was owed to him by the plaintiff.

At that point, plaintiff sued both Ford Motor Company and Ford Motor Credit, [109]*109contending that he was due the $7,251 credited to Gall-Naman’s account. Additionally, he sued for $2,765.21 for finance participations; $5,138.73 for warranty work and policy claims; $543.39 for jobbing incentives; and $1,102 for payments plaintiff made on demonstrator automobiles owned by Gall-Naman. Credited against the total sued for was $4,440.93 which was owed to Ford Motor Company for parts. Presumably, the other monies due the dealership were also credited to the account.

The defendants filed a third party demand against Gall-Naman for indemnity against any loss they might suffer.

The plaintiff did not sue for failure to be awarded the franchise, nor did he sue Gall-Naman. As previously noted, plaintiff’s suit was dismissed.

On appeal the plaintiff argues that the defendants entered into an agreement with Gall-Naman whereby Ford was to transfer all credits and profits which were due Gall-Naman to the plaintiff. Plaintiff asserts this was a stipulation pour autri in his favor and should be enforced against the defendants to allow him recovery.

However, contracts for the benefit of others, or the stipulation pour autri, must be in writing and clearly express that intent, Fontenot v. Marquette Casualty Company, 258 La. 671, 247 So.2d 572 (1971). There was no such writing to evidence the express intent of these parties. Consequently, plaintiff’s argument is without merit.

Plaintiff’s contention that an implied or quasi contract existed between him and the defendants also lacks merit.

According to LSA-C.C. Art. 1816:

“Actions without words, either written or spoken, are presumptive evidence of a contract, when they are done under' circumstances that naturally imply a consent to such contract. * * * ”

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Cite This Page — Counsel Stack

Bluebook (online)
331 So. 2d 106, 1976 La. App. LEXIS 4300, Counsel Stack Legal Research, https://law.counselstack.com/opinion/landesman-v-ford-motor-co-lactapp-1976.