Stockmon v. Van Alstyne

976 So. 2d 336, 2008 WL 375836
CourtLouisiana Court of Appeal
DecidedFebruary 13, 2008
Docket42,922-CA
StatusPublished
Cited by2 cases

This text of 976 So. 2d 336 (Stockmon v. Van Alstyne) 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
Stockmon v. Van Alstyne, 976 So. 2d 336, 2008 WL 375836 (La. Ct. App. 2008).

Opinion

976 So.2d 336 (2008)

Sandra Blankenship STOCKMON, Plaintiff-Appellee
v.
Forrest Franklin VAN ALSTYNE II, Defendant-Appellant.

No. 42,922-CA.

Court of Appeal of Louisiana, Second Circuit.

February 13, 2008.

*337 Burt A. Bowers, Shreveport, for Appellant.

Lynn E. Estes, Jr., Shreveport, for Appellee.

Before WILLIAMS, CARAWAY and MOORE, JJ.

CARAWAY, J.

This dispute involves an employment-related contract in which the defendant/employer promised an employee an ownership interest in the company in the amount of 1% for each year of the employee's services. The defendant owned a sole proprietorship and admitted that he intended to incorporate his business and provide a stock benefit. Incorporation never occurred, and plaintiff never insisted on further evidence of the stock benefit. Eight years after the parties' written agreement, defendant sold the business. This resulted in this suit for an accounting to the employee for her ownership claim. The trial court recognized the validity of the contract and awarded plaintiff judgment for the value of her interest. The employer and his spouse appeal. Finding no error in the trial court's ruling, we affirm.

Facts

Plaintiff, Sandra Blankenship Stockmon ("Stockmon"), was employed by defendant, Forrest Franklin Van Alstyne II ("Van Alstyne"), in his insurance business in 1992. At that time, Stockmon was nineteen years old. She was employed as a secretary. Van Alstyne described Stockmon as a very good employee throughout the time of her employment from 1992 until 2004, when Van Alstyne sold his *338 agency. In 2004, Van Alstyne was 62 years old and had experienced health problems which led to his sale of the business.

This dispute concerns a contractual agreement between the parties reached in January 1996 following Stockmon's decision to leave employment with Van Alstyne for a better paying job. In an effort to prevent Stockmon's leaving, Van Alstyne made certain proposals which were listed on a one-page contract, as follows:

ONE YEAR CONTRACT
01-16-96
AGREEMENT BETWEEN SANDRA D. BLANKENSHIP AND F.F. VAN ALSTYNE
1. Raise effective 01-15-98 — will be $323.00 per week less deductions.
2. Review every six (6) months with annual raise of $100.00 per month.
3. Christmas bonus according to company profit.
4. Five hundred dollar ($500.00) bonus to be paid 02-10-96.
5. Write health insurance on Sandra within the next seven (7) working days.
She will pay $75.00 per month toward her health insurance; we will deduct this weekly from her payroll ($17.31/ week). This will go toward her disability, maternity and major medical. She can add husband and child at anytime with her paying the cost.
6. Retirement plan will be started within seven (7) working days of this agreement with five (5) year provision from vesting.
7. Ownership of company will begin 01-01-96 in the amount of one (1) percent each year until Frank retires. Sandra will have the first option to buy the business from Frank at his retirement.
8. Sandra will have five (5) sick days per year and one (1) week paid vacation along with the usual paid holidays. After five (5) years of continued service Sandra will have two (2) weeks paid vacation.
9. Frank will pay for continuing education classes required to renew insurance license.

Both parties signed the agreement. While provision number 7 concerning Stockmon's ownership of the company is the subject of this suit, most of the other listed benefits were provided to Stockmon throughout the remainder of her employment. One exception was the promise of a retirement plan. Van Alstyne provided Stockmon instead with a life insurance policy in which her husband was named the beneficiary. She indicated at trial that she did not question Van Alstyne about the matter, trusting at the time that the policy with its cash value was what he intended to provide her as the "retirement plan."

In April 2004, Van Alstyne sold the agency for $500,000. Stockmon testified that she was made aware of the sale of the business after it had been transacted. She continued in the employment of the purchaser. Nevertheless, because of the "company" ownership rights she received in the 1996 agreement, she eventually brought this suit against Van Alstyne and his wife, Barbara Gail Van Alstyne (hereinafter "Gail"), for an accounting of Stockmon's interest in the agency. According to Stockmon, after the execution of the 1996 agreement, she and Van Alstyne never again discussed provision number 7 of the contract or the accrual of any profits from the business to which she might be entitled. According to Van Alstyne, later in 1996 he mentioned the matter to her with the idea of incorporating his business *339 and making her a minority shareholder. However, Van Alstyne testified that at that time Stockmon rejected any arrangements to formalize her ownership interest.

Following a bench trial, the trial court ruled in favor of Stockmon, enforcing her ownership provision of the agreement. She was recognized as an 8% owner of the business — one percent for each year between 1996 and 2003. She was awarded 8% of the sale price of the business ($40,000) plus her share of profits for certain profitable years less her share of the loss experienced by the business in the first four months of 2004. Van Alstyne appeals the judgment award of $56,595.85.

Discussion

I.

Factually and as a matter of law, Van Alstyne contests the ruling that he breached a contract with Stockmon. He asserts that the agreement had an express term of one year and was never renewed. Alternatively, he argues that the term for the accrual of Stockmon's ownership was ambiguous, such that the parties' disputed interpretations demonstrate no mutual consent to the contract. Also, Van Alstyne asserts that as an employment contract, the agreement cannot be for an indefinite or lifetime term. Regarding the fact dispute, Van Alstyne asserts that his claim that Stockmon renounced her ownership rights in September 1996 is corroborated by her failure to ever request a share of the profits or to assert to anyone her ownership position in his business.

Interpretation of a contract is the determination of the common intent of the parties. La. C.C. art. 2045. 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. La. C.C. art. 2050. Although a contract is worded in general terms, it must be interpreted to cover only those things it appears the parties intended to include. La. C.C. art. 2051. When the parties made no provision for a particular situation, it must be assumed that they intended to bind themselves not only to the express provisions of the contract, but also to whatever the law, equity, or usage regards as implied in a contract of that kind or necessary for the contract to achieve its purpose. La. C.C. art. 2054.

Whether or not a contract is ambiguous is a question of law. Hubbard v. Marilyn's Manhattan Grooming, Inc., 34,467 (La.App. 2d Cir.4/4/01), 784 So.2d 752. The trial court's interpretation of the contract is a finding of fact subject to appellate review for manifest error. Id.

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

Related

Alexander v. Dunn
15 So. 3d 302 (Louisiana Court of Appeal, 2009)

Cite This Page — Counsel Stack

Bluebook (online)
976 So. 2d 336, 2008 WL 375836, Counsel Stack Legal Research, https://law.counselstack.com/opinion/stockmon-v-van-alstyne-lactapp-2008.