STATE OF LOUISIANA
COURT OF APPEAL, THIRD CIRCUIT
25-395
LONGHORN EQUIPMENT LLC
VERSUS
RIGID AVIATION LLC
**********
ON APPEAL FROM THE FIFTEENTH JUDICIAL DISTRICT COURT PARISH OF LAFAYETTE, NO. 20245681 HONORABLE CYNTHIA S. SPADONI, DISTRICT JUDGE
JONATHAN W. PERRY JUDGE
Court composed of Van H. Kyzar, Candyce G. Perret, and Jonathan W. Perry, Judges.
REVERSED; RENDERED; AND REMANDED. Samuel E. Masur John Philip Graf Gordon, Arata, Montgomery, Barnett, Mccollam, Duplantis & Eagan, LLC 1015 Saint John Street Lafayette, Louisiana 70501 (337) 237-0132 COUNSEL FOR PLAINTIFF/APPELLANT: Longhorn Equipment, LLC
Murphy J. Foster, III Jacob E. Roussel Breazeale, Sachse & Wilson, L.L.P. One American Place, 23rd Floor P. O. Box 3197 Baton Rouge, Louisiana 70821-3197 (225) 387-4000 COUNSEL FOR DEFENDANT/APPELLEE: Rigid Aviation, LLC PERRY, Judge.
This case involves the lease of a movable, a helicopter, and whether the lessee
properly exercised an option to purchase the movable in accordance with the terms
of the lease. The lessor and the lessee filed cross-motions for summary judgment.
We reverse the trial court judgment in favor of the lessor and enter summary
judgment in favor of the lessee.
FACTS AND PROCEDURAL HISTORY
In January 2023,1 Rigid Aviation, LLC (“Rigid Aviation”) leased a helicopter
(“the Lease”) to Longhorn Equipment, LLC (“Longhorn”). At the time of the Lease,
Rigid Constructors, LLC (“Rigid Constructors”) was the sole member of Rigid
Aviation, and Mickey Suire (“Suire”) was the sole member of Longhorn. Suire also
served as the Chief Operating Officer (“COO”) of Rigid Constructors and had served
in that capacity since June 2021. The Lease gave Longhorn the option to purchase
the helicopter at the end of the Lease term at a nominal price of $5,000 provided two
suspensive conditions were met at the one-year term of the Lease and that the option
had to be exercised within ten days after the expiration of the term. For conciseness,
we will provide the exact wording of the Lease purchase option later in this opinion.
On or about August 9, 2023, approximately five months prior to the expiration
of the Lease, Suire personally hand-delivered a cashier’s check drawn on the account
of Suire’s Investments, LLC (“Suire’s Investments”) for $5,000 made payable to
Rigid Aviation. Suire gave the cashier’s check to Mark Comeaux (“Comeaux”), the
Chief Financial Officer (“CFO”) of Rigid Constructors, who instructed him to
1 Although the signed agreement of lease references the Effective Date as “______, 2022,” the Joint Stipulation of the parties shows that the Lease was made “[i]n January 2023[.]” deliver the check to Tyler Pierret, the treasury manager in the finance group of Rigid
Constructors; the delivery of the check occurred at Rigid Constructor’s Lafayette
office. The check stated: PURPOSE PURCHASE N7898X HELICOPTER. The
check was deposited in Regions Bank into the account of Rigid Constructors. For
the remainder of the Lease term and until August 30, 2024, when Suire resigned
from Rigid Constructors, Rigid Aviation allowed Longhorn to use the helicopter and
paid for all expenses associated with its use.
On September 5, 2024, Rigid Constructors accepted Suire’s resignation and
made demand on Longhorn to return any property of Rigid Constructors and all
affiliated entities in Suire’s possession, including the helicopter owned by Rigid
Aviation. At that same time, a $5,000 wire was sent from Rigid Constructors’
operating account to Suire’s Investments, but Suire’s Investments declined the
payment. Longhorn failed to return the helicopter to Rigid Aviation and has
maintained possession of the helicopter since at least January 2023.
Subsequently, Longhorn sued Rigid Aviation demanding to have the title of
the helicopter transferred to Longhorn, asking for delay damages, and further
seeking injunctive relief. Rigid Aviation answered the lawsuit and further responded
with a reconventional demand for a declaratory judgment that it is the proper owner
and title holder of the aircraft and additionally sought specific performance and/or
mandatory injunctive relief compelling Longhorn to return the aircraft to Rigid
Aviation as stated in the Lease. 2 Later, Rigid Aviation amended its reconventional
demand requesting that “[i]n the event it is determined that Longhorn is the proper
2 On November 13, 2024, the litigants agreed to a consent judgment on the preliminary injunction sought by both parties to this litigation. By agreement of the parties, Longhorn was granted continued possession of the helicopter during the pendency of the proceedings, and it was further agreed that the helicopter would not be flown during that time.
2 owner of the Helicopter (which is denied), Rigid Aviation seeks in the alternative to
recover damages from Longhorn for all costs incurred by Rigid Aviation relating to
the Helicopter during the period of Longhorn’s purported ownership.”
Longhorn then moved for summary judgment, requesting that the trial court
find Rigid Aviation in breach of contract and order it to transfer title of the helicopter
to Longhorn. Subsequently, Rigid Aviation moved for summary judgment,
requesting a declaration that it is the proper owner and title holder of the helicopter,
granting specific performance and/or mandatory injunctive relief compelling
Longhorn to return the helicopter to Rigid Aviation, and dismissing Longhorn’s
claims.
After conducting a hearing on both motions and considering the joint
stipulations of fact relied upon by Longhorn and Rigid Aviation, the trial court
denied Longhorn’s motion for summary judgment and granted Rigid Aviation’s,
finding that the Lease provided a specific time to exercise the option, and Suire failed
to exercise the option to purchase the helicopter within that period. After judgment
was signed on March 14, 2025, Longhorn was granted a suspensive appeal.
APPELLANT’S ASSIGNMENTS OF ERROR
1. Contract Interpretation—Timing of Exercise. The trial court erred in construing the clause, “Lessee may exercise this option by sending written notice to Lessor within ten (10) days after the expiration of the Term,” as unambiguously creating an exclusive post- expiration notice window and invalidating Longhorn’s pre-expiration written notice and payment of the full purchase option price.
2. Ambiguity and Conduct of the Parties. The trial court erred by failing to recognize that the purchase-option clause is, at a minimum, ambiguous and by disregarding—or impermissibly resolving— material factual dispute bearing on the parties’ intent. The record shows that Rigid (1) deposited the purchase option check (reading “PURPOSE PURCHASE N7898x HELICOPTER”), (2) did not demand post-term rent, (3) allowed Longhorn to retain possession of the helicopter for months after the lease expired without objection, and
3 (4) did not demand its return until Mr. Suire resigned from [Rigid Constructors]. Confronted with ambiguity and this course of conduct, the trial court was required to construe the clause against its drafter, [Rigid Aviation], but failed to do so.
3. Purchase Condition vs. Timing of Notice. The trial court erred in misreading the lease and Louisiana’s obligation laws by treating the “no default” and “still employed upon expiration” provisions as preconditions to giving notice rather than as suspensive conditions on conveyance that were satisfied at expiration and, once fulfilled, relate back to validate Longhorn’s earlier notice.
4. Disposition on Summary Judgment. The trial court erred in granting summary judgment for Rigid Aviation and denying summary judgment for Longhorn because genuine issues of material fact and competing reasonable interpretations precluded judgment for Rigid Aviation. The judgment should be reversed and rendered in Longhorn’s favor (ordering specific performance) or, alternatively, reversed and remanded.
SUMMARY JUDGMENT
As noted above, Longhorn appealed the judgment granting Rigid Aviation’s
motion for summary judgment and the judgment denying Longhorn’s cross-motion
for summary judgment. Ordinarily, an appeal may not be taken from the denial of a
motion for summary judgment, which is an interlocutory judgment. La.Code Civ.P.
art. 968. “However, when there is also an appeal from a final judgment, i.e., a trial
court’s grant of summary judgment, an interlocutory ruling may also be reviewed by
the appellate court.” Douga v. Progressive Cas. Ins. Co., 16-543, p. 1 (La.App. 3
Cir. 12/7/16), 208 So.3d 394, 396 (n.2), writ denied, 16-2271 (La. 2/3/17), 215 So.3d
694.3
3 In Le Reve Bocage, LLC v. Hurricane Work, LLC, 23-1319, p. 3 (La.App. 1 Cir. 9/26/24), 405 So.3d 734, 738. n.3, the court further explained:
Although the denial of a motion for summary judgment is an interlocutory judgment and is appealable only when expressly provided by law, where there are cross motions for summary judgment raising the same issues, as in this case, this court can review the denial of a summary judgment in addressing the appeal of the granting of the cross motion for summary judgment.
4 Appellate courts review summary judgments de novo, using the same criteria
applied by trial courts to determine whether summary judgment is appropriate. In
re Succession of Holbrook, 13-1181 (La. 1/28/14), 144 So.3d 845. Summary
judgment procedure is favored and shall be construed “to secure the just, speedy, and
inexpensive determination of every action[.]” La.Code Civ.P. art. 966(A)(2); Cupit
o/b/o Cupit v. Twin City Fire Ins. Co., 17-918 (La.App. 3 Cir. 3/14/18), 240 So.3d
993. “[A] motion for summary judgment shall be granted if the motion,
memorandum, and supporting documents show that there is no genuine issue as to
material fact and that the mover is entitled to judgment as a matter of law.” La.Code
Civ.P. art. 966(A)(3).
The party seeking summary judgment must show that no genuine issue of
material fact exists. La.Code Civ.P. art. 966(D)(1). “[I]f the mover will not bear the
burden of proof at trial,” he need not “negate all essential elements of the adverse
party’s claim,” but he must show that there is an “absence of factual support for one
or more elements essential to the adverse party’s claim, action, or defense.” Id. If
the movant meets his initial burden of proof, the burden shifts to “the adverse party
to produce factual support sufficient to establish the existence of a genuine issue of
material fact or that the mover is not entitled to judgment as a matter of law.” Id.
In George v. Coca-Cola Bottling Company United, Inc., 22-207, p. 8 (La.App.
3 Cir. 1/25/23), 355 So.3d 1193, 1198, we stated:
[S]ummary judgment procedure has established specific rules for the presentation of supporting and opposing documents, as well as a specified method of objecting to those documents. Such a provision meets the “just” element of such a procedure, helps secure that such issues do not blindside litigants at the last moment, and allows the court to truly assess the proof to see whether there is a genuine need for trial.
5 Louisiana Code of Civil Procedure Article 966(D)(2) (emphasis added)
further provides that “[t]he court shall consider only those documents filed or
referenced in support of or in opposition to the motion for summary judgment and
shall not consider any document that is excluded pursuant to a timely filed
objection.” In the present case, our task has been simplified in this regard as both
parties have relied primarily on joint stipulations of fact.
THE PURCHASE OPTION PROVISION
This litigation centers on Section 2 of the Lease that provides:
Term. The term of this Lease shall begin on the Effective Date and shall end on December 31, 2023 (the “Term”), unless earlier terminated by Lessor [Rigid Aviation] as provided herein. Notwithstanding the foregoing, the Lease: (i) shall automatically terminate upon the termination of Lessee’s[4] employment by Rigid Constructors, LLC for any reason; and (ii) may be terminated at any time, with or without cause, by Lessor [Rigid Aviation] or Lessee [Longhorn] upon thirty (30) days’ prior written notice to the other party. At the expiration of the Term, Lessee [Longhorn] shall return the Aircraft in accordance with Section 14 below;[5] provided that upon such expiration of the Term, if Lessee [Longhorn] is not in default of this Lease and [Suire] is still employed by Rigid Constructors, LLC, the Lessee [Longhorn] shall have the option to purchase the Aircraft for a fixed price of $5,000. Lessee [Longhorn] may exercise this option by sending written notice to Lessor [Rigid Aviation] within ten (10) days after the expiration of the Term. Upon Lessee’s [Longhorn’s] exercise of such option, the Lessor [Rigid Aviation] shall transfer good and marketable title to the Aircraft to Lessee [Longhorn] free and clear of all liens and security interests.
4 Although the Lease states “upon the termination of Lessee’s employment,” Longhorn, the Lessee, was never employed by Rigid Constructors. It is undisputed by the parties to this litigation that it was Suire who was employed by Rigid Constructors. Only in this way does this Lease provision make sense. 5 Section 14 of the Lease states:
Additional Action; Expenses. Lessee shall promptly execute and deliver to Lessor such further documents and take such further action as Lessor may reasonably request in order to carry out more effectively the intent and purpose of this Lease.
6 It is undisputed that there were four elements described in the Lease that had
to be met for Longhorn to exercise the option to purchase the helicopter when the
lease terminated on December 31, 2023: (1) Longhorn must not have been in default
of the Lease; (2) Suire had to still be employed by Rigid Constructors at the
termination of the Lease; (3) Longhorn “may exercise this option by sending written
notice to Lessor within ten (10) days after the expiration of the Term”; and (4) “the
Lessee [Longhorn] shall have the option to purchase the Aircraft for a fixed price of
$5,000.”
ANALYSIS
From the outset, there is no question that Suire was still employed as the COO
of Rigid Constructors on December 31, 2023, the termination date of the Lease.
Additionally, attached to Longhorn’s original petition is a photostatic copy of the
$1,200 cashier’s check remitted by Suire’s Investments LLC to Rigid Aviation that
bears the notation, “HELICOPTER ANNUAL LEASE 2023,”6 and no other ground
for default has been asserted. Longhorn and Rigid Aviation have jointly stipulated
that: (a) Suire delivered the rental check; (b) Suire’s Investments was the remitter of
the rental check, Rigid Aviation was the beneficiary, and the purpose of the check
was the payment of the helicopter rent for 2023; and (c) the check for the annual
rental payment was deposited on or about January 19, 2023. Accordingly, there is
no genuine issue of material fact regarding the first two elements necessary for
Longhorn’s exercise of the option. Therefore, for purposes of evaluating the cross-
motions for summary judgment, we will examine the remaining elements.
6 Rigid Aviation neither argued to the trial court nor here on appeal that this check notification did not constitute written notice.
7 The exercise of the option: written notice
Louisiana Civil Code Article 2668 provides that a lease is a “contract by which
one party, the lessor, binds himself to give the other party, the lessee, the use and
enjoyment of a thing for a term in exchange for a rent that the lessee binds himself
to pay.” Furthermore, as it relates to the purchase option contained in the Lease now
before us, La.Civ.Code art. 2620 states, in pertinent part:
An option to buy . . . is a contract whereby a party gives to another the right to accept an offer to . . . buy[] a thing within a stipulated time.
An option must set forth the thing and the price, and meet the formal requirements of the sale it contemplates.
Stated another way, “[a]n option is nothing more than an elective right that, when
exercised, ripens into a binding contract to buy and sell.” Ryan v. Doucet, 21-32, p.
11 (La.App. 5 Cir. 8/25/21), 327 So.3d 577, 585 (quoting Monroe Real Est. & Dev.
Co., Inc. v. Sunshine Equip. Co. Inc., 35,555 (La. App. 2 Cir. 1/23/02), 805 So.2d
1200, 1203; Major Commodity Corp. v. Cunningham, 555 So.2d 525, 527 (La. App.
4 Cir. 1989)); see also La.Civ.Code art. 2621, Revision Comments—1993 (stating
that “acceptance by the grantee of the offer contained in an option turns the option
into a contract to sell, regardless of whether the object of the option involves
movables or immovables.”).
Timing of Longhorn’s Acceptance
By joint stipulation, Longhorn and Rigid Aviation specified that: (a) on or
about August 9, 2023, Suire delivered a $5,000 check; (b) the check identifies Suire’s
Investments as the remitter and identifies Rigid Aviation as the beneficiary, and the
check further reads “PURPOSE PURCHASE N7898x HELICOPTER”; (c) if called
to testify, Suire would state that he delivered the $5,000 check to Comeaux, the CFO
8 of Rigid Constructors, who instructed Suire to deliver the check to Pierret, Rigid
Constructors’ “treasury manager,” who worked under Comeaux; (d) if called to
testify, Pierret, an employee of Rigid Constructors, would state that Suire delivered
the $5,000 check to him, and he deposited it; and (e) Suire delivered the $5,000
check at Rigid Constructors’ office at 3861 Ambassador Caffery Parkway in
Lafayette. Based upon the agreed upon facts, it is clear that Suire’s hand-delivery
of the check occurred almost five months before the Lease term expired. Under
these facts, the trial court granted Rigid Aviation’s motion for summary judgment
and correspondingly denied Longhorn’s.
Longhorn contends that these actions fulfilled the lease requirement that
provided, “Lessee may exercise this option by sending written notice to Lessor
within ten (10) days after the expiration of the Term.” In making that argument,
Longhorn, relying on Rigid Aviation’s use of the word “may” in the Lease, argues
that the Lease does not mandate a certain formality, timeframe, or location to
exercise the purchase option. Supporting that assertion, Longhorn relies on La.Code
Civ.P. art. 5053 that provides that “[t]he word ‘shall’ is mandatory and the word
‘may’ is permissive.” Longhorn’s interpretation of Section 2 of the Lease is that it
had the option to purchase the helicopter from January 2023 until January 10, 2024.
Thus, it contends that Suire’s $5,000 payment made before the expiration of the
Lease term, well before the end of the ten-day period described in the Lease, satisfied
the notice requirement specified in the Lease.
To the contrary, Rigid Aviation argues that Longhorn’s suggested
interpretation fails to account for the wording of the Lease that precedes the
permissive language upon which Longhorn relies, namely, “upon such expiration of
the Term, if Lessee is not in default of this Lease and [Suire] is still employed by
9 Rigid Constructors, LLC, the Lessee shall have the option to purchase the Aircraft
for a fixed price of $5,000.” According to Rigid Aviation, this language, reasonably
interpreted, means that Longhorn could exercise the option only after these
conditions were met, that is, at the “expiration of the Term.” Accordingly, Rigid
Aviation’s interpretation of Section 2 of the Lease is that Longhorn had only a ten-
day window within which to exercise its option to purchase the helicopter.
In support of its argument, Rigid Aviation relies on La.Civ.Code art. 1767 that
provides, in part, “[a] conditional obligation is one dependent on an uncertain event.
If the obligation may not be enforced until the uncertain event occurs, the condition
is suspensive.” Its argument would comport with Hampton v. Hampton, Inc., 97-
1779, p. 8 (La.App. 1 Cir. 6/29/98), 713 So.2d 1185, 1190, that states that “[t]he right
to enforce the obligation does not arise until the fulfillment of the suspensive
condition, and the obligation may not be enforced until the condition is met.”
Considering the opposing assertions of Rigid Aviation and Longhorn, we are
faced with having to interpret the Lease.
The interpretation of a contract typically presents a question of law that may
be resolved by summary judgment. Caddo Gas Gathering L.L.C. v. Regency
Intrastate Gas LLC, 44-851 (La. App. 2 Cir. 11/12/09), 26 So.3d 233. In Prejean v.
Guillory, 10-740, pp. 6–7 (La. 7/2/10), 38 So.3d 274, 279 (first alteration in
original), the court stated:
“[W]hen a contract can be construed from the four corners of the instrument without looking to extrinsic evidence, the question of contractual interpretation is answered as a matter of law.” Sims v. Mulhearn Funeral Home, Inc., 07-0054, p. 10 (La. 5/22/07), 956 So.2d 583, 590. “Interpretation of a contract is the determination of the common intent of the parties.” La.Civ.Code art. 2045. The reasonable intention of the parties to a contract is to be sought by examining the words of the contract itself[] and not assumed. Sims, 07–0054 at p. 7, 956 So.2d at 589; McConnell v. City of New Orleans, 35 La. Ann. 273
10 (1883). “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.Civ.Code art. 2046. Common intent is determined, therefore, in accordance with the general, ordinary, plain and popular meaning of the words used in the contract. Louisiana Ins. Guar. Ass’n v. Interstate Fire & Cas. Co., 93-0911, p. 5 (La. 1/14/94), 630 So.2d 759, 763. Accordingly, when a clause in a contract is clear and unambiguous, the letter of that clause should not be disregarded under the pretext of pursuing its spirit, as it is not the duty of the courts to bend the meaning of the words of a contract into harmony with a supposed reasonable intention of the parties. See Maloney v. Oak Builders, Inc., 256 La. 85, 98, 235 So.2d 386, 390 (1970); McConnell, 35 La. Ann. at 275. Most importantly, a contract “must be interpreted in a common-sense fashion, according to the words of the contract their common and usual significance.” Lambert v. Maryland Cas. Co., 418 So.2d 553, 559 (La.1982).
Additionally, “[a] provision susceptible of different meanings must be interpreted
with a meaning that renders it effective and not with one that renders it ineffective.”
La.Civ.Code art. 2049. Furthermore, “[e]ach provision in a contract must be
interpreted in light of the other provisions so that each is given the meaning suggested
by the contract as a whole.” La.Civ.Code art. 2050.
After carefully reviewing the parties’ arguments, we find merit to Longhorn’s
argument. In reaching that conclusion, we observe that the option language clearly
specifies the two conditions that must exist at the expiration of the Term and, as
such, without these two conditions being successfully met, Rigid Aviation’s
obligation to honor the option no longer existed. These conditions were mandatory.
Our review of the Lease shows that the requirements specified for the written
notice that Longhorn had to follow were expressed in language utilizing the
permissive “may.” As such, we find that although the Lease, as written, did mandate
two suspensive conditions, it did not demand that providing notice within ten days
after the expiration of the Term was the sole manner to signify acceptance of the
11 option. Such a reading uses “the words of the contract” according to “their common
and usual significance.” Prejean, 38 So.3d at 279.
Having reached that conclusion, we find that it is important that the option
included an expiration term, namely the tenth day after the Lease term ended;
without that terminal date, the requirement set forth in La.Civ.Code art. 2620 that a
stipulated time be set in the option would not have been met. It is significant that
Longhorn’s acceptance of the option was completed well before the tenth day after
the Lease term ended.
Even though Rigid Aviation correctly points out that the right to enforce the
obligation did not arise until the suspensive conditions were met, at no time in the
present case did Longhorn seek to enforce the purchase option before the two
suspensive conditions occurred. Although an obligation, such as the option in this
case, implies a right to enforce it, that right did not immediately accrue when
Longhorn notified Rigid Aviation that it exercised the option. That right ripened
when the suspensive conditions were met at the end of the Lease term. See La.Code
Civ.P. art. 423 (stating that “[a]n obligation implies a right to enforce it which may
or may not accrue immediately upon the creation of the obligation.”). Therefore, we
find that Longhorn timely exercised the option.
We now turn to issues Rigid Aviation raises regarding Longhorn’s $5,000
payment.
Payment
Rigid Aviation raises two issues regarding the $5,000 payment. First, it
contends that the cashier’s check issued to exercise the Lease option was not
provided by Longhorn, rather it was offered by Suire’s Investment. Second, it
further contends that the payment was not made to Rigid Aviation at the address
12 provided in the Lease, namely, 3091 Highway 104, Opelousas, Louisiana 70570.
We will address these issues in that order.
Louisiana Civil Code Article 1855 directly addresses whether the check drawn
on Suire’s Investments’ account constituted the legal exercise of the payment on the
option. It provides, in pertinent part, that “[p]erformance may be rendered by a third
person, even against the will of the obligee, unless the obligor or the obligee has an
interest in performance only by the obligor.” La.Civ.Code art. 1855. The
uncontested facts are that Longhorn’s sole member is Suire, and Rigid Aviation’s
sole member is Rigid Constructors. Similarly, Suire’s Investments’ sole member is
Suire. Lastly, it is uncontested that earlier on January 18, 2023, Suire delivered a
$1,200 check identifying Suire’s Investments as the remitter and Rigid Aviation as
the beneficiary and further reads: “PURPOSE HELICOPTER ANNUAL LEASE
2023.”
Based upon La.Civ.Code art. 1855 and these facts, particularly that the check
to purchase the helicopter was handled in the same manner as the earlier annual
rental check paid by Suire’s Investments, we find no merit to Rigid Aviation’s
contention that Suire’s Investments’ check did not constitute the legal exercise of
payment on the option. Had it been otherwise, Rigid Aviation would have contended
in the trial court that the Lease would have been in default because Longhorn had
not paid the annual rent for 2023. Thus, Longhorn would not have met one of the
suspensive conditions necessary for it to exercise the purchase option provided in
the Lease. Such argument was not made then and is now not supported with regard
to Longhorn’s exercise of the purchase option. Therefore, we find no merit to Rigid
Aviation’s argument in this regard.
13 Rigid Aviation next contends that the delivery of the check at the Lafayette
office of Rigid Constructors was deficient because all notices under the Lease were
to be sent to Rigid Aviation’s Opelousas address. A close reading of Section 2 of the
Lease does not provide instructions and requirements about notices and
communications between the parties. However, Section 17 of the Lease states:
Notices. Any notice or other communication required or permitted under this Lease or necessary or convenient in connection with this Lease shall be in writing and shall be deemed to have been given when delivered personally or deposited with a nationally recognized overnight courier service or in the United States Mail, postage prepaid, addressed at its address set forth below or at such other address as may be last known to the sender:
If to Lessee, at: Longhorn Equipment, LLC Attn: Mickey Suire 2316 Mire Highway Rayne, LA 79578
If to Lessor, at: Rigid Aviation, LLC 3091 Highway 104, Opelousas, Louisiana 70570
or to such address or addressee as either party from time-to-time shall designate by written notice to the other.
Even though the Opelousas address of Rigid Aviation is provided, this section
of the Lease also provides an alternative avenue of communication, namely, “or at
such other address as may be last known to sender[.]” At 8:22 p.m. on January 11,
2023, Suire wrote an email before the lease was signed, asking, “who should I give
the rigid aviation lease money to?” Austin Settoon, the Principal/Member of Settoon
Capital, the company that owns Rigid Constructors and their affiliated companies,
and the point man from the inception of the Lease, emailed Suire at 8:37 p.m. on
January 11, 2023, stating as follows:
Any lease payments should be payable to Rigid Aviation, who will then pay Rigid Constructors.
I’ve included Mark [Comeaux] on this message chain and he can help you get set up on autopay or a schedule for whatever payment the lease requires, as well as how to carry out specifics.
14 Believe he’ll only require a copy of the lease to refer to.
We can now start to try and lever the heli up and hopefully get some more liquidity!
In accordance with those instructions, the joint stipulation of facts and Suire’s
affidavit show that on January 18, 2023, Suire personally delivered a $1,200 check
to Comeaux at the corporate headquarters of Rigid Constructors in Lafayette. A
similar scenario occurred when Suire hand-delivered the $5,000 purchase option
check on August 9, 2023; this time, however, Comeaux instructed Suire to bring the
check to Pierret. Those checks were respectively deposited on January 19, 2023,
and August 11, 2023, without anyone expressing any issues until after Suire resigned
from Rigid Constructors on August 30, 2024, approximately a year later. In both
instances, the checks were remitted to Rigid Aviation, presented at Rigid
Constructors’ Lafayette office, and deposited.
Suire’s affidavit asserts: (1) Rigid Aviation has no employees or other
equipment; (2) the Opelousas address is the personal address of the father of the
founder of Rigid Constructors; and (3) from personal knowledge: (a) there is no
Rigid Aviation sign there; (b) Rigid Aviation has no equipment or employees at that
address; and (c) while he was COO of Rigid Constructors, Rigid Aviation formally
changed its address from the Opelousas address to Rigid Constructors’ corporate
headquarters on Ambassador Caffery Parkway in Lafayette.
Even though Rigid Aviation has not traversed those assertions, it contends
that the actions of Comeaux and Pierret cannot be construed as changing the notice
requirements specified in the Lease as neither one was authorized to do so. For the
following reasons, we find no merit to that argument.
15 Rather than relying on any unauthorized modification of the Lease, our
evaluation is concluded on the language that Rigid Aviation used when it confected
the Lease. Based on the undisputed material facts, we find that Longhorn’s delivery
of the $5,000 option check at the headquarters of Rigid Constructors properly
constituted “such other address as may be last known” to Longhorn for such
communication. For these reasons, we find no merit to the argument of Rigid
Aviation.
CONCLUSION
“Generally, legal agreements have the effect of law upon the parties, and, as
they bind themselves, they shall be held to a full performance of the obligations
flowing therefrom.” Belle Pass Terminal, Inc. v. Jolin, Inc., 92-1544, p. 16 (La.
App. 1 Cir. 3/11/94), 634 So.2d 466, 479, writ denied, 94-906 (La.6/17/94), 638
So.2d 1094; Spohrer v. Spohrer, 610 So.2d 849, 851–52 (La.App. 1 Cir. 1992). In
other words, “[a] contract between the parties is the law between them, and the courts
are obligated to give legal effect to such contracts according to the true intent of the
parties.” La.Civ.Code art. 2045; Martin Expl. Co. v. Amoco Prod. Co., 93-0349, p.
4 (La.App. 1 Cir. 5/20/94), 637 So.2d 1202, 1205, writ denied, 94-2003
(La.11/4/94), 644 So.2d 1048; Spohrer, 610 So.2d at 849.
On de novo review, we find the trial court erred in granting Rigid Aviation’s
motion for summary judgment and in denying Longhorn’s motion for summary
judgment. Accordingly, we reverse and set aside the trial court’s summary judgment
in favor of Rigid Aviation and grant Longhorn’s motion for summary judgment. In
addition, remand is appropriate to address Longhorn’s request for delay damages.
The record further shows that on December 10, 2024, Rigid Aviation filed an
Amended Reconventional Demand. At that time, Rigid Aviation stated that in the
16 event it is determined that Longhorn is the proper owner of the helicopter, it seeks
to recover damages from Longhorn for all costs incurred by Rigid Aviation relating
to the helicopter during the period of Longhorn’s ownership. For that reason, too,
this matter will be remanded to the trial court for further proceedings.
DECREE
Upon de novo review of Rigid Aviation’s motion for summary judgment and
Longhorn’s cross-motion for summary judgment, for the foregoing reasons, we find
that there are no genuine issues of material fact and that Longhorn is entitled to
judgment as a matter of law. Accordingly, we find that the trial court erred in its
judgment dated March 24, 2025, denying Longhorn’s motion for summary judgment
and in granting Rigid Aviation’s cross-motion for summary judgment. Thus, the
judgment relative to the cross-motion for summary judgment in favor of Rigid
Aviation is hereby reversed, and Longhorn’s Motion for Summary Judgment is
granted. As Longhorn is the proper owner of the Bell Helicopter, Model No. 206L4,
U.S. Registration No. N7898X, Rigid Aviation is ordered to transfer good and
marketable title to the Helicopter to Longhorn Equipment, LLC, free and clear of all
liens and security interests, and this matter is remanded to the district court for
further proceedings. Costs of this appeal are assessed to Rigid Aviation, LLC.
REVERSED; RENDERED; AND REMANDED.