McDuffie v. Riverwood Intern. Corp.

660 So. 2d 158, 1995 WL 497584
CourtLouisiana Court of Appeal
DecidedAugust 23, 1995
Docket27292-CA
StatusPublished
Cited by22 cases

This text of 660 So. 2d 158 (McDuffie v. Riverwood Intern. Corp.) 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
McDuffie v. Riverwood Intern. Corp., 660 So. 2d 158, 1995 WL 497584 (La. Ct. App. 1995).

Opinion

660 So.2d 158 (1995)

J. Bryan McDUFFIE d/b/a McDuffie Enterprises, Plaintiff-Appellee,
v.
RIVERWOOD INTERNATIONAL CORPORATION, Defendant-Appellant.

No. 27292-CA.

Court of Appeal of Louisiana, Second Circuit.

August 23, 1995.

*159 C.A. Martin, III, Monroe, for appellant.

Donald L. Kneipp, Monroe, for appellee.

Before WILLIAMS and STEWART, JJ., and PRICE, J., Pro Tem.

WILLIAMS, Judge.

This case involves a suit on an open account and a breach of contract claim filed by J. Bryan McDuffie, d/b/a McDuffie Enterprises, ("McDuffie") against Riverwood International Corporation ("Riverwood"). Riverwood filed a reconventional demand seeking to recover payments made to McDuffie by reason of McDuffie's alleged overbilling. Riverwood appeals the trial court's judgment *160 in favor of McDuffie, awarding him the amount due on unpaid invoices submitted to Riverwood and damages for Riverwood's breach of contract. We affirm.

FACTS

McDuffie, a retired Riverwood employee, began performing work for Riverwood as an independent contractor in 1989. In addition to his services as an independent contractor, McDuffie also contracted with Riverwood to supply the services of other Riverwood retirees. Billing for these services was to be established through McDuffie's sole proprietorship, McDuffie Enterprises.

Following negotiations with Riverwood, McDuffie sent a letter, dated May 3, 1989, to Riverwood setting forth his personal rates. The letter, referred to as the "day rate letter" or the "rates on file letter," indicated his fee to be $300 per day plus expenses. During the next two and one-half years, McDuffie worked several jobs for Riverwood, many of which overlapped, and each of which was authorized under a separate purchase order. McDuffie billed Riverwood $300 per day per job for his services. He indicated that it was his understanding that he was to be paid $300 a day per job, whether he worked two hours or twenty-four hours on a job. During this time there were no complaints from Riverwood regarding McDuffie's simultaneously working under more than one purchase order or regarding the quality of his work. However, in early 1992, Riverwood claimed that McDuffie was overbilling and ceased paying his submitted invoices.

Under the agreement known as the "blanket order," McDuffie provided the services of retired Riverwood employees. He provided insurance coverage for these employees and billed Riverwood at the employee's rate multiplied by 1.4, to cover insurance costs, overhead and profit. The blanket order provided that either party may terminate the agreement by thirty-day written notice. On February 21, 1992, by means of a cancellation order marked for "internal distribution only," Riverwood internally terminated the agreement. Riverwood did not give McDuffie notice of termination.

Litigation ensued. Riverwood appeals the trial court's ruling in McDuffie's favor in reference to the "rates on file letter" and the "blanket order."

DISCUSSION

A court of appeal may not set aside a trial court's finding of fact in the absence of manifest error or unless it is clearly wrong. In order to reverse a factfinder's determination, the reviewing court must review the record in its entirety and meet the following two-part test: 1) the appellate court must find from the record that a reasonable factual basis does not exist for the finding of the trial court, and 2) the appellate court must further determine that the record establishes that the finding is clearly wrong (manifestly erroneous). Nevertheless, the issue to be resolved by a reviewing court is not whether the trier of fact was right or wrong, but whether the factfinder's conclusion was a reasonable one. Stobart v. State, Through Dept. of Transportation and Development, 617 So.2d 880 (La.1993).

Interpretation of a contract is the determination of the common intent of the parties. LSA-C.C. Art. 2045. 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. LSA-C.C. Art. 2046. However, when the terms of a written contract are susceptible to more than one interpretation, or where there is uncertainty or ambiguity as to its provisions, or the intent of the parties cannot be ascertained from the language employed, extrinsic evidence is admissible to clarify the ambiguity or to show the parties' intent. Doyal v. Pickett, 628 So.2d 184 (La.App. 2d Cir.1993). Such intent is to be determined in accordance with the plain, ordinary and popular sense of the language used, and by construing the entirety of the document on a practical, reasonable and fair basis. Lindsey v. Poole, 579 So.2d 1145 (La. App. 2d Cir.1991), writ denied, 588 So.2d 100 (La.1991). 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 as a whole. LSA-C.C. Art. 2050. A doubtful provision must be *161 interpreted in light of the nature of the contract, equity, usages, the conduct of the parties before and after the formation of the contract, and of other contracts of a like nature between the same parties. LSA-C.C. Art. 2053. In case of doubt that cannot be otherwise resolved, a provision in a contract must be interpreted against the party who furnished its text. LSA-C.C. Art. 2056. However, if doubt arises from lack of a necessary explanation that one party should have given, or from negligence or fault of one party, the contract must be interpreted in a manner favorable to the other party whether obligee or obligor. LSA-C.C. Art. 2057.

One of the best ways to determine what the parties intended in a contract is to examine the method in which the contract is performed, particularly if performance has been consistent for a period of many years. Spohrer v. Spohrer, 610 So.2d 849 (La.App. 1st Cir.1992). Whether a contract is ambiguous is a question of law. Spohrer, supra. However, intent is an issue of fact which is to be inferred from all of the surrounding circumstances. Futch v. Futch, 26,149 (La.App. 2d Cir. 09/23/94), 643 So.2d 364. Where the mutual intention of the parties has not been fairly explicit, the court may consider all pertinent facts and circumstances, including the parties' own conclusions, rather than adhere to a forced meaning of the terms used. Futch, supra.

Rates On File Letter:

Riverwood contends that the trial court erred in finding that Riverwood was not entitled to a set off and damages for the multiple days billed by McDuffie. It argues that the terms of the rates on file letter are clear on its face and the trial court erred in considering extrinsic evidence to determine the intent of the parties. Riverwood also argues that if the rates letter is ambiguous, it should be construed against McDuffie because he drafted the letter and failed to properly explain its terms.

The principal dispute is whether McDuffie's letter of May 3, 1989, constitutes an agreement to furnish his personal services on multiple projects for Riverwood for a flat rate of $300 per day. The rates letter lists his fee for consulting and services as "$300/Day". Riverwood argues that the language of the rates letter is clear and explicit and there is no need to otherwise determine the intent of the parties. However, the rates letter, in and of itself, is not a contractual agreement.

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

Related

Franks Investment Co, L.L.C. v. Union Pacific Rail
772 F.3d 1037 (Fifth Circuit, 2014)
Greenwood 950, L.L.C. v. Chesapeake Louisiana, L.P.
683 F.3d 666 (Fifth Circuit, 2012)
Smith v. Coffman
87 So. 3d 137 (Louisiana Court of Appeal, 2012)
Hollenshead Oil & Gas, LLC v. Gemini Explorations, Inc.
44 So. 3d 809 (Louisiana Court of Appeal, 2010)
Fruge v. ULTERRA DRILLING TECHNOLOGIES, LP
724 F. Supp. 2d 631 (W.D. Louisiana, 2010)
Miller v. Miller
1 So. 3d 815 (Louisiana Court of Appeal, 2009)
Moseley v. Mustin
880 So. 2d 105 (Louisiana Court of Appeal, 2004)
Koeniger v. Newsome
873 So. 2d 652 (Louisiana Court of Appeal, 2004)
Opinion Number
Louisiana Attorney General Reports, 2000
Total Minatome Corp. v. Union Texas Products Corp.
766 So. 2d 685 (Louisiana Court of Appeal, 2000)
Lamson Petroleum Co. v. Hallwood Petroleum, Inc.
763 So. 2d 40 (Louisiana Court of Appeal, 2000)
Gebreyesus v. F.C. Schaffer & Associates, Inc.
204 F.3d 639 (Fifth Circuit, 2000)
Industrial Roofing v. Jc Dellinger Mem.
751 So. 2d 928 (Louisiana Court of Appeal, 1999)
Head's Video Poker Co. v. Jordan
731 So. 2d 946 (Louisiana Court of Appeal, 1999)
Noel v. Discus Oil Corp.
714 So. 2d 105 (Louisiana Court of Appeal, 1998)
Citgo Petroleum Corp. v. Yeargin, Inc.
690 So. 2d 154 (Louisiana Court of Appeal, 1997)

Cite This Page — Counsel Stack

Bluebook (online)
660 So. 2d 158, 1995 WL 497584, Counsel Stack Legal Research, https://law.counselstack.com/opinion/mcduffie-v-riverwood-intern-corp-lactapp-1995.