McGoldrick v. Lou Ana Foods, Inc.

649 So. 2d 455, 94 La.App. 3 Cir. 400, 1994 La. App. LEXIS 2945
CourtLouisiana Court of Appeal
DecidedNovember 2, 1994
DocketNo. 94-400
StatusPublished
Cited by1 cases

This text of 649 So. 2d 455 (McGoldrick v. Lou Ana Foods, Inc.) 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
McGoldrick v. Lou Ana Foods, Inc., 649 So. 2d 455, 94 La.App. 3 Cir. 400, 1994 La. App. LEXIS 2945 (La. Ct. App. 1994).

Opinion

hTHIBODEAUX, Judge.

Third party defendant, Aguillard Enterprises, appeals a summary judgment in favor of defendant-third party plaintiff, Lou Ana Foods, Inc., in connection with a service agreement entered into between those parties.

The service agreement contained various indemnity provisions for claims made by Aguillard employees while they were performing work at Lou Ana’s Opelousas location.

laAn Aguillard employee, Shawn McGol-drick, and his wife brought personal injury claims against Lou Ana for injuries suffered on Lou Ana’s premises while in the course and scope of his employment with Aguillard. Lou Ana filed a third party demand against Aguillard, asserting that it was entitled to indemnification for all losses, costs, and expenses associated with McGoldrick’s suit against Lou Ana. Lou Ana also requested that Aguillard tender insurance coverage to it according to the terms of the service agreement. The service agreement is reproduced in its entirety in Appendix “A.”

For the following reasons, we amend and affirm.

ISSUES

The issues before us are: 1) whether the trial judge properly applied the rules of contract interpretation in granting Lou Ana’s motion for summary judgment based upon the service agreement entered into by both parties; and, 2) whether the service agreement is an adhesionary contract, requiring a trial to determine whether Aguillard possessed bargaining power equal to that of Lou Ana and truly consented to the terms of the service agreement.

FACTS

On November 6, 1989, McGoldrick was employed by Aguillard as a welder’s helper at Lou Ana’s Opelousas, Louisiana facility. Pursuant to a service agreement entered into by Lou Ana and Aguillard dated May 18, 1989, Aguillard was performing services at that location when McGoldrick was allegedly injured. According to McGoldrick’s petition, he was injured while changing the tubing in a tank located on Lou Ana’s premises. McGol-drick and his wife filed suit against Lou Ana alleging that his injuries were the result of Lou Ana’s “sole, combined and/or ^solidary fault, vicarious liability, strict liability and/or negligence of Defendant(s) and/or joint tort-feasor(s) and/or his/its/their or as principals), employer(s), agent(s), representative(s), servant(s), employee(s), associate(s), parent(s), subsidiaryfies), lessor(s), lessee(s) and/or insurer(s).”

Aguillard claims that McGoldrick’s original petition alleged that only Lou Ana was at fault in causing his injuries and that the provisions of the service agreement do not provide indemnity for Lou Ana’s sole negligence. Additionally, it argues that the contract is ambiguous and should be interpreted against Lou Ana and that it is a contract of adhesion for which summary judgment is inappropriate.

Lou Ana contends that a reading of the service agreement in its entirety demon[458]*458strates that the clear intent of the parties was that Aguillard, as contractor, would bear the risk of injury to its employees while engaged in the performance of the terms of the service agreement at the Lou Ana Opel-ousas facility.

LAW AND DISCUSSION

I. Summary Judgment

Preliminarily, it should be noted that appellate courts review summary judgments de novo under the same criteria that governs the trial judge’s consideration of whether a summary judgment is appropriate. Schroeder v. Board of Sup’rs of Louisiana State University, 591 So.2d 342 (La.1991). Consequently, no deference is given to any finding of fact made by a trial court.

II. Contract Interpretation

Aguillard contends that the McGoldricks’ petition alleges that Lou Ana was solely responsible for their injuries and that the service agreement does not provide for indemnity to Lou Ana due to injuries of Aguillard employees that occur due to Lou Ana’s sole negligence. Aguillard also claims that the trial judge erred in | interpreting the indemnification provisions of the service agreement in favor of Lou Ana. Aguillard further claims that it should be entitled to its day in court to determine if it consented to the terms of the service agreement because the agreement is Lou Ana’s standard printed form, prepared by Lou Ana for adherence by Aguillard. It is, therefore, a contract of adhesion and issues of fact exist as to whether Aguillard consented to its terms.

The law of contracts in Louisiana is very specific. The initial inquiry should be whether the words of the contract clearly and explicitly set forth the intent of the parties, which limits the interpretation of a contract to the internal language of the contract itself.

La.Civ.Code art. 2046 provides:

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.

Where the language of a contract is clear and unambiguous, it must be interpreted solely by reference to the four corners of that document. Weeks v. T.L. James & Co., Inc., 626 So.2d 420 (La.App. 3d Cir.1993), writ denied, 630 So.2d 794 (1994). The agreement in this case is the law between the parties, and no further interpretation may be made in search of the parties’ intent when the words of the contract are clear, explicit and lead to no absurd consequences and is not contrary to good morals or public policy. Id.; First National Bank of Commerce v. City of New Orleans, 555 So.2d 1345 (La.1990); Massachusetts Mutual Life Ins. Co. v. Nails, 549 So.2d 826 (La.1989). The courts are obligated to give legal effect to such contracts according to the true intent of the parties. Evangeline Parish School Board v. Energy Contracting Services, Inc., 617 So.2d 1259 (La.App. 3d Cir.), writ denied, 624 So.2d 1228 (La.1993). When a clause in a contract is clear and unambiguous, the letter |5of the clause should not be disregarded under the pretext of pursuing its spirit. Id. It will not be presumed by the court that parties make use of words in their contracts to which no meaning is attached by them. Weeks v. T.L. James & Co., Inc., supra. John Bailey Contractor, Inc. v. State, through DOTD, 439 So.2d 1055 (La.1983) teaches that parties to a contract will not be imputed with using language that is meaningless or without effect. When doubt exists as to the true sense of the words or phrases, each contract provision must be explained by reference to other provisions, words, or phrases used in the same contract. La.Civ.Code art. 2050; First National Bank of Commerce v. City of New Orleans, supra. When the contract is a standard form contract, a provision in a contract should be interpreted against the party who furnished its text only in cases of doubt that cannot be otherwise resolved. La.Civ.Code art. 2056; Miguez & Leckband v. Holston’s Ambulance Service, Inc., 614 So.2d 150 (La.App. 3d Cir.1993). Furthermore, in contracts of indemnity, the intent to indemnify another for its negligence can be taken from the contract as a whole. DeWoody v. Citgo Petroleum Corp., 595 So.2d 395 (La.App. 3d Cir.1992).

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McGoldrick v. Lou Ana Foods, Inc.
649 So. 2d 455 (Louisiana Court of Appeal, 1994)

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