Nabours v. Christus Health Southwestern Louisiana

192 So. 3d 876, 2016 WL 2897414, 2016 La. App. LEXIS 990
CourtLouisiana Court of Appeal
DecidedMay 18, 2016
DocketNo. 15-1061
StatusPublished

This text of 192 So. 3d 876 (Nabours v. Christus Health Southwestern Louisiana) 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
Nabours v. Christus Health Southwestern Louisiana, 192 So. 3d 876, 2016 WL 2897414, 2016 La. App. LEXIS 990 (La. Ct. App. 2016).

Opinions

COOKS, Judge.

| «FACTS AND PROCEDURAL HISTORY

In 1988, Plaintiff, Carl Nabours, M.D., had a family medical practice in Lake Charles, located near St. Patrick Hospital. He maintained hospital privileges at St. Patrick. In that year, Dr. Nabours decided to build a new office building for his practice.

Dr. Nabours became aware of two pieces of property near the hospital owned by St. Patrick that would be suitable for his purposes. According to Dr. Nabours, St. Patrick was interested in maintaining control of its surrounding property to make it available to physicians with hospital privileges. To that end, St. Patrick prepared a Surface Lease on the two properties in question, wherein it would lease the property upon which Dr. Nabours would build a building on each piece of property at his expense. Dr. Nabours maintains to incentivize him to enter into the transaction, the hospital agreed it would purchase the buildings back from him at any time during the lease for the fair market value of the improvements if so requested.

On September 14, 1988, the parties signed the Surface Lease and Dr. Nabours built an office building where he housed his medical practice on one of the pieces of property, Tract A. That same date, Dr. Nabours and the hospital entered into a sub-lease where the hospital agreed to pay $3,600 per month to be able to sub-lease the duplex office building he built on the other piece of property, Tract B. The term of the Surface Lease was for thirty (30) years and six (6) months. The term of the sub-lease was from thirty (30) years after the completion of the construction of the building on Tract B.

Recently, Dr. Nabours made the decision to associate with another area hospital, and decided to move his practice close to that hospital. He then contacted the hospital administrator for St. Patrick to inquire as to the hospital’s interest in | «purchasing the improvements on the leasehold property. He also informed the administrator that in default of the hospital being interested in buying the buildings, he would proceed to try to market the property to other physicians who have privileges with the hospital.

The hospital administrator informed Dr, Nabours the hospital had no interest in purchasing the buildings and that he should proceed with the alternative plan. According to Dr. Nabours, the hospital administrator indicated the hospital would extend the length of time of the Surface Lease to cooperate with the sale.

Dr. Nabours stated he found some physicians with privileges at St. Patrick, and entered into a written agreement for the purchase of his former office building located on Tract A. According to Dr. Nab-ours, the two physicians then began discussions with St. Patrick to acquire either a long-term lease or to purchase Tract A.

Dr. Nabours contends that St. Patrick did not cooperate with him in selling the buildings, and in fact made unreasonable demands that Dr. Nabours purchase the land for exorbitant sums. Further, according to Dr. Nabours it would not agree to extend the lease terms to prospective [878]*878buyers. Dr. Nabours also asserted St. Patrick tried to steer the prospective- buyers away from the transaction with him by attempting to sell them other properties in the area owned by the hospital. Dr. Nab-ours concluded that this pattern of bad faith on the part of St. Patrick “resulted in the impossibility of moving forward with the sale, which cost Dr. Nabours fees and expenses for title , examination, survey, appraisal, and other closing costs, for which the hospital owes reimbursement to Dr. Nabours.”

On April 8, 2014, Dr.- Nabours and his wife, Brenda Palermo Nabours, brought an action against Christus Health Southwestern Louisiana d/b/a St. Patrick Hospital (hereafter Defendant), the successor hospital to St,- Patrick, seeking a Declaratory Judgment declaring the rights' and obligations of the parties who |4executed the lease agreement at issue. Defendant answered the original petition and filed exceptions of prematurity, vagueness and no cause of action.

On June 30, 2016, Plaintiffs filed a First Supplemental and Amending Petition, following an appraisal- performed - by Ty Hutchins. During negotiations between the parties concerning the possible purchase of the improvements to the land, they agreed to have an appraisal done. When the negotiations failed, Plaintiffs filed a motion for partial summary judgment seeking to enforce the provisions of Paragraph 16 of the Surface Lease and requesting the trial court order Defendant to purchase the buildings for the values set by the appraiser. Plaintiffs noted the appraiser valued Dr. Nabours’ buildings at $371,000, and Defendant was informed that Dr. Nabours would accept this amount as payment. Defendant responded that it was not required to purchase the improvements for this appraised value. Plaintiffs maintained the dispute was strictly a matter of interpreting the wording of the lease, a matter appropriate for summary judgment. ■ By stipulation, the parties agreed a cross motion for summary judgment filed by Defendant should be considered as well.

A hearing on Defendant’s exceptions and the motions for summary judgment was set. At the hearing, counsel for Defendant did not go forward with his exceptions, acknowledging to the trial court that “everything rides on [the] interpretation [of the language of the lease] that [counsel for Plaintiffs] is addressing through his Motion.” The trial court denied Plaintiffs’ motion for partial summary judgment and ruled in favor of Defendant on its cross motion for summary judgment. The trial court gave the following oral reasons for judgment:

It seems relatively clear to the Court that Section 2 provides for the obligation of Christus to purchase the property, the improvements, from Dr. Nabours, in the event of death, disability, or retirement.
I believe taken in the context of the entirety of the contract Section 16 provides for the discretionary purchase of the property by Christus from Dr. Nab-ours,
1J recognize and understand what ■[counsel for Dr. Nabours] suggests.and argues regarding the wording of Section 16, but the way the Court looks at it in the event that there is an offered price from a third party, it’s in the event that someone else wants to buy the property. Christus has the right of first refusal, and it determines how that’s going to be determined.
And again, the final sentence provides for the failure of Christus to do that. So I think it is, in fact, a right of first refusal.

[879]*879Plaintiffs have timely appealed the ruling of the trial court, and ask this court to reverse the trial court’s ruling that the wording of the lease between the parties did not require Defendant to purchase the improvements on the property.

ANALYSIS

Contracts have the force of law between the parties, and the courts are bound to interpret them according to the common intent of the' parties. La.Civ. Code art. 1983; La.Civ.Code art. 2045. If the words of the contract are clear, unambiguous, and lead to no absurd consequences, the court need not look beyond the contract language to determine the true intent of the parties. La.Civ.Code art.

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

Related

Louisiana Ins. Guar. Ass'n v. Interstate Fire & Casualty Co.
630 So. 2d 759 (Supreme Court of Louisiana, 1994)

Cite This Page — Counsel Stack

Bluebook (online)
192 So. 3d 876, 2016 WL 2897414, 2016 La. App. LEXIS 990, Counsel Stack Legal Research, https://law.counselstack.com/opinion/nabours-v-christus-health-southwestern-louisiana-lactapp-2016.