Natali v. Froeba

735 So. 2d 30, 1999 WL 107003
CourtLouisiana Court of Appeal
DecidedMarch 3, 1999
Docket98-1354
StatusPublished
Cited by7 cases

This text of 735 So. 2d 30 (Natali v. Froeba) 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
Natali v. Froeba, 735 So. 2d 30, 1999 WL 107003 (La. Ct. App. 1999).

Opinion

735 So.2d 30 (1999)

Arnold NATALI and Yvette Landry Natali, Plaintiffs-Appellants,
v.
William Daniel FROEBA and Lesley Hamilton Froeba, Defendants-Appellees.

No. 98-1354.

Court of Appeal of Louisiana, Third Circuit.

March 3, 1999.
Rehearing Denied April 14, 1999.

James Alvin Watson, Lake Charles, for Arnold Natali and Yvette Landry Natali.

Nicholas Pizzolatto, Jr., Lake Charles, for William Daniel Froeba and Lesley Hamilton Froeba.

Before: DOUCET, C.J., THIBODEAUX and WOODARD, JJ.

*31 DOUCET, Chief Judge.

The Plaintiffs, Arnold and Yvette Natali, appeal the trial court's decision to dismiss their suit to enforce a contract to buy and sell certain real property based on a finding that the contract was void.

The Natalis own a 236-acre tract of land in Calcasieu Parish. In 1996, the Defendants, William and Lesley Froeba, were planning to move to Calcasieu Parish and were looking for property to buy. To this end, they contacted Philip Breaux, a licensed real estate agent, asking to be shown property suitable for building a home and raising horses. One of the properties shown them was the Natalis' tract. The Froebas, through Breaux, tendered an offer to buy the property for $1060.00 per acre. The Natalis accepted the offer. The parties signed an "Agreement to Purchase and Sell," a copy of which is attached hereto as an appendix.

On August 17, 1996, Natali, through counsel, made demand on Froeba for performance of the contract. On September 23, 1996, Froeba wrote the following letter, which was filed into evidence at the trial of this matter.

September 23, 1996

James A. Watson

Roddy & Watson

400 East College P.O. Box 1743

Lake Charles, LA 70602

Re: Response to letter dated September II, 1996
Re: Purchase Agreement with Arnold Natali

Dear Mr. Watson,

It was my understanding that realtor, Philip Breaux with the Prudential Brokers/Landmark Realty, Inc. of Lake Charles who represents the seller, had relayed the following information concerning the Purchase Agreement, as I have been waiting for a refund of the $1000.00 deposit since the first week of July.
The Purchase Agreement is null and void based on both contingencies stated therein.
First and foremost, we had intended to use the property for breeding of horses which includes keeping and maintaining pregnant and lactating mares. The high tension electrical lines were of primary concern. After investigation, we have determined that the property is unsuitable for our purpose in that many horse breeders have experienced abnormally high rates of spontaneous abortion as well as low conception rates when mares are kept near such power lines that exist on Mr. Natali's property.
Secondly, upon the advice of my financial advisors, in light of the poor performance of my assets in recent months in the stock market, I am not capable, financially, of undertaking the transaction as stated in the Purchase Agreement. I have also been advised to not even make a formal request for financing as the resultant negative response would show up to my detriment for years to come.
I was left under the impression that this had all been related to Mr. Natali some time ago. As you can see, there is no point in proceeding with the Purchase Agreement any further, other than refunding the deposit, for which I have been patiently waiting.
Sincerely, /s/ William D. Froeba William D. Froeba

Subsequently, on October 14, 1998, the Natalis filed this suit for specific performance of the contract or, alternatively, for damages representing, among other things, loss of profits, loss of the value of the money, and attorney's fees. The Froebas reconvened asking for return of their deposit, damages and attorneys' fees. The matter was tried to a judge on March 19, 1998. After hearing the evidence, the trial court dismissed both the main and reconventional demands. The court gave oral reasons for judgment in which it found *32 that the conditions made a part of the contract render it unenforceable. The Natalis appeal.

CONTRACT INTERPRETATION

The Plaintiffs first assert that the trial court erred in finding the contract unenforceable. The outcome of this appeal depends upon the rules of contract interpretation. The First Circuit in Hampton v. Hampton, Inc., 97-1779, pp. 5-7 (La.App. 1 Cir. 6/29/98), 713 So.2d 1185, 1188-90, thoroughly explained the law of contract interpretation:

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. Sanders v. Ashland Oil, Inc., 96-1751, p. 7 (La.App. 1st Cir.6/20/97), 696 So.2d 1031, 1036, writ denied, 97-1911 (La.10/31/97), 703 So.2d 29; Belle Pass Terminal, Inc. v. Jolin, Inc., 92-1544, 92-1545, p. 16 (La.App. 1st Cir.3/11/94), 634 So.2d 466, 479, writ denied, 94-0906 (La.6/17/94), 638 So.2d 1094; Spohrer v. Spohrer, 610 So.2d 849, 851-52 (La.App. 1st 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. LSA-C.C. art.2045; Sanders v. Ashland Oil, Inc., 696 So.2d at 1036; Martin Exploration Company v. Amoco Production Company, 93-0349, p. 4 (La.App. 1st Cir.5/20/94), 637 So.2d 1202, 1205, writ denied, 94-2003 (La.11/4/94), 644 So.2d 1048; Spohrer v. Spohrer, 610 So.2d at 852. This intent is to be determined by the words of the contract when they are clear, explicit, and lead to no absurd consequences. LSA-C.C. art.2046; Sanders v. Ashland Oil, Inc., 696 So.2d at 1036; Woodrow Wilson Construction Company, Inc. v. MMR-Radon Constructors, Inc., 93-2346, p. 3 (La.App. 1st Cir.4/8/94), 635 So.2d 758, 759, writ denied, 94-1206 (La.7/1/94), 639 So.2d 1167; Belle Pass Terminal, Inc. v. Jolin, Inc., 634 So.2d at 479.
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; Sanders v. Ashland Oil, Inc., 696 So.2d at 1036; Belle Pass Terminal, Inc. v. Jolin, Inc., 634 So.2d at 479; Stafford v. Jennings-Norwood Farm and Irrigation Company, Inc., 586 So.2d 735, 737 (La.App. 3rd Cir.1991), writ denied, 590 So.2d 590 (La.1992); Investors Associates Ltd. v. B.F. Trappey's Sons Inc., 500 So.2d 909, 912 (La.App. 3rd Cir.), writ denied, 502 So.2d 116 (La.1987). The rules of interpretation establish that, 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. LSA-C.C. art.2046, comment (b); Cashio v. Shoriak, 481 So.2d 1013, 1015 (La.1986); Sanders v. Ashland Oil, Inc., 696 So.2d at 1036; Belle Pass Terminal, Inc. v. Jolin, Inc., 634 So.2d at 479; Spohrer v. Spohrer, 610 So.2d at 852.
In such cases, the meaning and intent of the parties to the written contract must be sought within the four corners of the instrument and cannot be explained or contradicted by parol evidence. LSA-C.C. art. 1848; Sanders v. Ashland Oil, Inc., 696 So.2d at 1036; Belle Pass Terminal, Inc. v. Jolin, Inc., 634 So.2d at 479; Investors Associates Ltd. v. B.F. Trappey's Sons Inc., 500 So.2d at 912.

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Bluebook (online)
735 So. 2d 30, 1999 WL 107003, Counsel Stack Legal Research, https://law.counselstack.com/opinion/natali-v-froeba-lactapp-1999.