Louisiana Intrastate Gas Corp. v. Walsh Bros.-Gahagan Ltd.

692 So. 2d 1177, 96 La.App. 3 Cir. 1295, 137 Oil & Gas Rep. 285, 1997 La. App. LEXIS 531, 1997 WL 107301
CourtLouisiana Court of Appeal
DecidedMarch 12, 1997
DocketNo. 96-1295
StatusPublished
Cited by1 cases

This text of 692 So. 2d 1177 (Louisiana Intrastate Gas Corp. v. Walsh Bros.-Gahagan Ltd.) 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
Louisiana Intrastate Gas Corp. v. Walsh Bros.-Gahagan Ltd., 692 So. 2d 1177, 96 La.App. 3 Cir. 1295, 137 Oil & Gas Rep. 285, 1997 La. App. LEXIS 531, 1997 WL 107301 (La. Ct. App. 1997).

Opinion

h SAUNDERS, Judge.

Louisiana Intrastate Gas Corporation (LIG) appeals the trial court’s ruling with respect to the last sixteen or so months of a natural gas sale contract between it and ap-pellees, hereinafter Walsh or the Walsh Group, Inc., in which the trial court determined that it was possible to ascertain the price of the contract without first ascertain[1179]*1179ing the intent of the parties. We vacate the ruling of the trial court and remand this case to the trial court so that it may determine whether the parties had reached a meeting of the minds on the subject of the pricing of the natural gas.

^¿PROCEDURAL HISTORY

LIG’s present appeal marks the third occasion in which this court has been called upon to reconcile the terms of an agreement initially reached between the parties by which LIG agreed to purchase from the Walsh Group natural gas. In Walsh Brothers v. Celeron Corporation, 510 So.2d 1282 (La.App. 3 Cir.), writ denied, 513 So.2d 293 (La.1987), we reversed a motion for summary judgment granted in LIG’s favor declaring the original 1974 gas purchase contract between the parties terminated. Summary judgment had been rendered on the basis that a certain definite price payable by LIG to Walsh under the gas purchase contract could no longer be ascertained in the wake of amendments to Section 103 of the Natural Gas Policy Act of 1978. Finding that the contract between the parties provided a pricing mechanism for the period in time following deregulation, we reversed the summary judgment dissolving the contract and remanded for further proceedings:

One other factor, overlooked by LIG and the trial court, indicative of the parties’ contemplation at the time of contracting that the pricing mechanism would extend beyond 1985 through the end of the contract term is the wording of the pricing amendment itself which reads in pertinent part: “Effective May 1, 1980, the price payable thereafter shall be the maximum lawful price established each month during the term hereof ...” (Emphasis added.) Webster’s New World Dictionary defines thereafter as “after that in time or sequence; following that; subsequently.” Moreover, the price clause establishes a price for each month during the term of the contract. Accordingly, the explicit language of the contract provides for a price tied to See. 103 from 1979 through 1994.
The trial court next found that prior to 1985 there was only one possible price under Sec. 103. We agree. The contract stated that the price would be the maximum lawful price established each month. Establish means “to order, ordain, or appoint ... permanently.” Although See. 103 provided the formula for the possible calculation of more than one price, 18 C.F.R. Ch. 1 Sec. 271.101, a publication of the monthly price of gas under Sec. 103 which utilized the annual inflation adjustment factor, established only one price pri- or to January 1,1985. The contract called for an established price, not only the capability to formulate one. Indicative of the parties’ understanding in this regard was the acceptance by Walsh of the established Sec. 103(b)(1) price until |3January 1, 1985. Therefore, as provided by the contract, only one price was established prior to January 1,1985.
The trial court also concluded that the parties’ use of the term, maximum lawful price, in the pricing provision was equivalent to the ceiling price in effect under Sec. 103 at the time of the renegotiation in 1979, and not the highest price established in Sec. 103 after January 1, 1985. We disagree. When informed and experienced parties contract they do not ordinarily bind themselves to unreasonable, absurd, inequitable, or unjust obligations. Oil Field Supply and Scrap Material Co. v. Gifford Hill and Co., 204 La. 929, 16 So.2d 483 (1943). The words of a contract must be given their generally prevailing meaning. LSA-C.C. Art.2047. Both LIG and Walsh, sophisticated participants, well versed in petroleum contracting, were readily cognizant that the gas which formed the object of this contract did not qualify for treatment as Sec. 103 gas. Since the contract gas was not Sec. 103 gas, Walsh and LIG simply used See. 103 for its price formula. With respect to parties selecting a price formula under Sec. 103 for gas which did not have to qualify as Sec. 103 gas, the respective references in Secs. 103(b)(1) and (b)(2) to maximum legal prices are inapplicable as technical terms, and accordingly the potential of having two maximum legal prices without a basis to conclude which should prevail, is obviated. LIG’s attempt to interject that there is yet a third price [1180]*1180for gas, namely the deregulated price is misplaced. There is no deregulated price established in Sec. 103. Therefore “maximum” means maximum, i.e., the highest price established for any given month by See. 103 whether it be that of subsection (b)(1) or (b)(2).
The law between the parties is the contract. LSA-C.C. Art.1983; Pogo, supra. The contract at issue is a gas purchase contract expressed in explicit language. The wording of the contract is simple and means simply what it says. Therefore we conclude that LIG is contractually bound by its agreement with Walsh as amended by the parties on July 27, 1979, at the maximum lawful price pursuant to Sec. 103.
This case was presented to us in a posture where the trial court granted LIG’s motion for summary judgment and denied Walsh’s motion for partial summary judgment on the question of the viability of the contract.
Our jurisprudence is entrenched with the sound principle that summary judgment is not a substitute for trial and that it is further inappropriate as a procedural device when affidavits are offered to establish subjective facts such as intent. Mecom v. Mobil Oil Corporation, 299 So.2d 380 (La.App. 3rd Cir.1974), writ denied, 302 So.2d 308 (La.1974). In the present case the parties filed copies of their contracts through the years as well as the correspondence between them relative to the 1979 price renegotiations, and stated in an affidavit to the trial court, “[T]his Stipulation contains all the evidence of the parties’ intention and a trial on the merits would not establish any further evidence of the parties’ intention.” We concluded that as a matter of lawUthe trial court erred in its determination that the contract between Walsh and LIG was not enforceable. Our decision in this regard was premised on the contract itself and did not entail further investigation into extrinsic evidence to establish the subjective question of the intent of the parties. We found that the contract said it all. Accordingly, there being no question of material fact, the trial court was incorrect as a matter of law, and therefore Walsh was entitled to a partial summary judgment for the same reasons relied upon for our reversal of the trial court’s decision.
For the foregoing reasons, the judgment of the trial court is reversed and set aside.

Id., 510 So.2d at 1286-87.

A similar issue presented itself in Walsh Brothers II, Louisiana Intrastate v. Walsh Brothers-Gahagan, 626 So.2d 538 (La.App. 3 Cir.1993), writ denied, 93-2971 (La.1/28/94), 630 So.2d 799. In that case, it was again argued that certain changes in the NGPA, these effective January 1, 1993, made LIG’s ability to pay the contractual price impossible and the contract, accordingly, was unenforceable.

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Mullican V. Transamerica Insurance Group
773 So. 2d 207 (Louisiana Court of Appeal, 2000)

Cite This Page — Counsel Stack

Bluebook (online)
692 So. 2d 1177, 96 La.App. 3 Cir. 1295, 137 Oil & Gas Rep. 285, 1997 La. App. LEXIS 531, 1997 WL 107301, Counsel Stack Legal Research, https://law.counselstack.com/opinion/louisiana-intrastate-gas-corp-v-walsh-bros-gahagan-ltd-lactapp-1997.