SEC. CENTER PROT. SERV. v. Lafayette SEC. & Electronic Systems, Inc.

668 So. 2d 1156, 1996 WL 14118
CourtLouisiana Court of Appeal
DecidedJanuary 17, 1996
Docket95-CA-693
StatusPublished
Cited by8 cases

This text of 668 So. 2d 1156 (SEC. CENTER PROT. SERV. v. Lafayette SEC. & Electronic Systems, 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
SEC. CENTER PROT. SERV. v. Lafayette SEC. & Electronic Systems, Inc., 668 So. 2d 1156, 1996 WL 14118 (La. Ct. App. 1996).

Opinion

668 So.2d 1156 (1996)

SECURITY CENTER PROTECTION SERVICES, INC.
v.
LAFAYETTE SECURITY & ELECTRONIC SYSTEMS, INC. and Cliff Northon.

No. 95-CA-693.

Court of Appeal of Louisiana, Fifth Circuit.

January 17, 1996.
Writ Denied March 29, 1996.

*1157 Kathleen F. Ketchum, New Orleans, for Plaintiff/Appellant.

Jerald L. Album and Suzanne M. Ganucheau, New Orleans, for Defendants/Appellees.

Before WICKER and CANNELLA, JJ., and REMY CHIASSON, J. Pro Tem.

WICKER, Judge.

This is a suit by Security Center Protection Services, Inc. against Lafayette Security & Electronic Systems, Inc. and Cliff Northon, president of Lafayette, on open account and for breach of a security monitoring contract. The suit also included a claim against *1158 Northon individually for payment of a promissory note. Security appeals from summary judgment dismissing its breach of contract claim. We reverse and render judgment in favor of Security.

Security's petition made the following allegations: Lafayette and Northon were engaged in the security system business, but wished to transfer the monitoring segment of that business to Security. The parties entered into an agreement which provided for transfer of Lafayette's monitoring accounts to Security and also provided that Security would maintain those accounts for a period of not less than 36 months, beginning on September 1, 1992. On February 28, 1993, Lafayette notified Security in writing that it wanted specific accounts deleted effective that date. The accounts specified constituted all 971 accounts that Lafayette had placed online with Security.

Security alleged that Lafayette's action caused it damages in the amount of $140,587.50 (the total payments Security could have earned from the accounts for the remaining 30 months of the contract), plus interest. In addition, Security alleged Lafayette was liable to it on open account in the amount of $32,970.12 for sums previously billed but unpaid. Cliff Northon was alleged to be liable to Security under a promissory note which obligated him personally to pay $8,991.38 in installments over a six-month period.

The agreement between the parties was as follows, in pertinent part:

This MONITORING SERVICE AGREEMENT (the "Agreement") * * * effective as of the 1st day of September, 1992 is made by and between The Security Center Protection Services, Inc. ("SCPS") and Lafayette Security & Electronics ("LSE") (collectively "the parties").
WHEREAS, SCPS is in the business of monitoring security systems. LSE is also in the security system business and hold accounts of persons who wish to have their security systems monitored.
WHEREAS, it is the intention of the parties that SCPS will provide monitoring services on a monthly basis, and "LSE" will place all of its accounts with SCPS for the purpose of monitoring, subject to the following conditions:
NOW THEREFORE, the parties agree as follows:
1.
The term of this agreement is 36 months, starting from the effective date of the agreement.
2.
As of the effective date of this Agreement, LSE will provide SCPS with a written list of no fewer than 735 accounts to be monitored. Thereafter, SCPS will monitor the entire list of accounts supplied to it by LSE. LSE will pay for the monitoring of each account on a monthly basis and within 30 days of the date of invoice. * * *
3.
At the end of the 36 month term of this agreement, provided all terms and conditions binding on LSE have been met, LSE will be entitled to receive a bonus of 5% of all monies paid by LSE pursuant to this agreement. This bonus shall only be due and payable if LSE has maintained no fewer than 735 accounts per month on line during the entire 36 month term of this agreement. It is understood that this bonus provision does not constitute a liquidated damages clause.

* * * * * *

Prior to signing this agreement, Security had been monitoring Lafayette's accounts for over a year on a month-by-month basis.

The parties filed cross-motions for partial summary judgment on the breach of contract claim. Security contended it was entitled to summary judgment because the term of the agreement clearly was 36 months and Lafayette had violated that term by withdrawing all its accounts after less than six months. Lafayette contended the Monitoring Service Agreement was merely a rebate agreement that was accessory to the parties' unwritten month-by-month arrangement and that did not bind Lafayette to maintain its monitoring accounts with Security for three years. The *1159 trial court granted partial summary judgment in favor of defendants and plaintiff applied for writs.

We granted writs and ruled that partial summary judgment had been improperly granted because the issues in the case were so inextricably intertwined that the breach of contract claim should be referred to the merits. We remanded the matter for further proceedings. Security Center Protection Services, Inc. v. Lafayette Security & Electronic Systems, Inc. and Cliff Northon, No. 95-C-239 (La.App. 5th Cir. 4/18/95).

After remand the matter was tried on May 25, 1995. Due to payment of the promissory note and to a stipulation between the parties on the open account demand, only the claim for breach of contract remained at issue. Plaintiff urged a motion in limine to prevent admission of parole evidence regarding the agreement. Defendant Lafayette reurged its previous motion for summary judgment. No evidence was introduced; the parties relied on the documents in the record from the prior motions for summary judgment.

The trial court rendered judgment which granted plaintiff's motion in limine, but also granted defendants' motion for summary judgment and dismissed the claim for breach of contract. The court gave no reasons for judgment.

Security appeals, contending summary judgment was improperly granted because the terms of the agreement are clear: (1) the length of the agreement was 36 months; (2) Lafayette was to keep 735 accounts on line and pay for each account monthly; (3) Security was to monitor the accounts at a price specified in a price list attached to the contract; (4) Lafayette was to receive a five percent rebate at the end of the 36-month term if the terms and conditions had been met; and (5) the bonus provision did not constitute a liquidated damages clause. Because Lafayette withdrew all its accounts prior to the end of the 36 months, Security contends it is entitled to recover as damages the money it would have earned under the contract, plus interest. Security seeks reversal of the summary judgment and asks this court either to render judgment in its favor in the amount of $140,587.50 or to remand the action for trial on the question of damages.

In response, Lafayette contends the agreement was not a contract binding Lafayette to hold its accounts on line with Security for 36 months, but instead was simply a "memorialization" of a rebate agreement under which Lafayette was to receive a bonus of five percent of the monies it paid under the agreement to Security if it maintained its accounts with Security for 36 months.

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Cite This Page — Counsel Stack

Bluebook (online)
668 So. 2d 1156, 1996 WL 14118, Counsel Stack Legal Research, https://law.counselstack.com/opinion/sec-center-prot-serv-v-lafayette-sec-electronic-systems-inc-lactapp-1996.