Town of Haynesville, Inc. v. Entergy Corp.

956 So. 2d 192, 2007 La. App. LEXIS 789, 2007 WL 1266459
CourtLouisiana Court of Appeal
DecidedMay 2, 2007
Docket42,019-CA
StatusPublished
Cited by30 cases

This text of 956 So. 2d 192 (Town of Haynesville, Inc. v. Entergy Corp.) 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
Town of Haynesville, Inc. v. Entergy Corp., 956 So. 2d 192, 2007 La. App. LEXIS 789, 2007 WL 1266459 (La. Ct. App. 2007).

Opinion

956 So.2d 192 (2007)

TOWN OF HAYNESVILLE, INC., Plaintiff-Appellee
v.
ENTERGY CORPORATION and Entergy Louisiana, Inc., Defendants-Appellants.

No. 42,019-CA.

Court of Appeal of Louisiana, Second Circuit.

May 2, 2007.

*193 Kenneth P. Carter, Margaret J. Savoye, New Orleans, The Boles Law Firm, by Michael L. Dubos, Monroe, for Appellants.

Colvin, Weaver & Cerniglia, by: James H. Colvin, Charles E. Weaver, Shreveport, for Appellee.

Before STEWART, GASKINS and DREW, JJ.

STEWART, J.

Entergy Louisiana (ELI) appeals the trial court's finding that it was a single business enterprise for the purpose of triggering a Most Favored Nation agreement *194 requiring it to pay increased franchise fees to the city of Haynesville. Because we find that the trial court erred in its determination of the existence of a single business enterprise, and for the reasons more fully discussed below, we reverse the judgment.

FACTS

This matter involves a franchise fee dispute between the Town of Haynesville and Louisiana Power & Light Company (LP & L), also later known as Entergy Louisiana (ELI), in which Haynesville alleged that it is entitled to higher franchise fees based on the terms of a Most Favored Nation ("MFN") side letter agreement. The issue before this Court relates to the interpretation and application of the triggering condition for ELI's obligation to pay a higher fee pursuant to the MFN side letter agreement.

LP & L has provided electric service to much of north and southeast Louisiana for nearly 60 years. In the municipalities that LP & L has served, it has obtained franchises giving it various rights, including the right to use the streets and public ways of the municipality to provide electric service to service locations within the municipality. These long term agreements support the capital investment needed to supply service.

On January 15, 1985, LP & L entered into a franchise agreement with the Town of Haynesville. The franchise granted LP & L the right to supply electric service to Haynesville for twenty-five years in exchange for a franchise fee of 2% of the gross receipts from the sale of electric service for retail and commercial purposes within Haynesville. Haynesville also wanted the right to increase its 2% fee in the event that LP & L ever contracted to pay a higher fee to another municipality. As a result, the parties entered into a side letter agreement containing a "Most Favored Nation" clause that provided:

As part and portion of the consideration for the franchise renewal contract granted by the Town of Haynesville to Louisiana Power and Light Company (the "Company") . . . the Company does hereby further agree, that in the event the Company contracts with any other town or municipality in the renewal of its franchise contracts to pay as a franchise fee more than two (2%) percent of the gross receipts of the Company from the sale of electric service . . . the Company will increase the franchise fee more than two (2%) percent of gross receipts of the Company from the sale of electric service . . . the Company will increase the franchise fee paid to the Town of Haynesville. (Emphasis added)

At the time the side letter was executed, LP & L's sister operating companies, AP & L, MP & L, and NOPSI had franchise or similar agreements relating to the locations that they served. These arrangements vary in their terms and conditions, including the amount of the fee to be paid.

A history of Entergy and LP & L would be useful at this point. Middle South Utilities, Inc. (MSU) was formed in 1949 as a "public utility holding company" under the Public Utility Holding Company Act of 1935 (PUHCA). As a holding company, MSU owned 100% of the common stock of four subsidiaries, Arkansas Power and Light Company (AP & L), Mississippi Power and Light Company (MP & L), Louisiana Power and Light Company (LP & L), and New Orleans Public Service, Inc. (NOPSI). In 1963, MSU formed a service company to provide certain services for these companies.

MSU changed its name to Entergy Corporation on May 19, 1989. In 1992, Entergy announced its plans to acquire Gulf States Utilities, Inc. (GSU), a public *195 utility company serving southwest Louisiana and southeast Texas. In 1996, each of the five subsidiaries changed their names to signify their affiliation with Entergy and their geographical and jurisdictional separateness.

Now turning to the instant case, Haynesville instituted this suit alleging that ELI breached its franchise agreement with the Town by failing to pay a franchise fee of 3% of the gross receipts from sales of electricity because ELI paid the City of West Monroe a franchise fee of 3% and by failing to pay to the Town a 5% franchise fee that had been traditionally paid by GSU.

On July 11, 2001, Haynesville filed a motion for summary judgment on its 3% claim. The trial court granted the Town's motion. ELI appealed. On January 31, 2003, this Court affirmed the decision of the trial court. On March 29, 2005, the trial court addressed the merits of the Town's 5% claim against ELI. The trial court determined that MFN agreement is ambiguous, that Entergy is a single business enterprise, and that the Town is entitled to receive the 5% franchise fee paid by Energy Gulf States, Inc. to the municipalities it serves. ELI filed a motion for new trial which was denied. This appeal ensued.

DISCUSSION

Contractual Interpretation

The interpretation of a contract is the determination of the common intent of the parties with the courts giving the contractual words their generally prevailing meaning unless the words have acquired a technical meaning. La. C.C. arts. 2045, 2047; Campbell v. Melton, 2001-2578 (La.5/14/02), 817 So.2d 69. A doubtful provision must be interpreted in light of, inter alia, the conduct of the parties before and after the formation of the contract. La. C.C. art. 2053. Contract interpretation of ambiguous terms requires construction against the contract's drafter. La. C.C. art. 2056; Campbell v. Melton, supra. Factual findings which are pertinent to the interpretation of a contract will not be disturbed absent manifest error. Campbell v. Melton, supra; Murray v. German Mut. Ins. Co., 37,697 (La.App. 2 Cir. 9/24/03), 856 So.2d 81, writ denied, XXXX-XXXX (La.2/13/04), 867 So.2d 698.

Entergy contends that the MFN letter agreement is not ambiguous and should be enforced as written. When the words of a contact are clear and do not lead to absurd consequences, no further interpretation may be made in search of the parties' intent. La. C.C. art. 2046. The determination of whether a contract is clear or ambiguous is a matter of law. Custom-Bilt Cabinet & Supply, Inc. v. Quality Built Cabinets, Inc., 32,441 (La. App. 2d Cir.12/8/99), 748 So.2d 594.

In conjunction with the January 15, 1985, franchise renewal, Haynesville negotiated a side letter agreement with a "Most Favored Nation" clause. The only parties mentioned in the MFN agreement are Haynesville and LP & L. The term "company" used in the contract refers to no entity other than LP & L. The triggering event for the MFN clause is described explicitly as "the Company" contracting with another town or municipality in the renewal of its franchise for a fee exceeding 2% of the gross receipts of electric sales.

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

Related

Energy Coal S P A v. CITGO Petroleum Corporation
836 F.3d 457 (Fifth Circuit, 2016)
Volentine v. Raeford Farms of Louisiana, LLC
201 So. 3d 325 (Louisiana Court of Appeal, 2016)
Data-Core Systems, Inc. v. PVR America Inc.
200 So. 3d 388 (Louisiana Court of Appeal, 2016)
Che v. First Assembly of God
185 So. 3d 125 (Louisiana Court of Appeal, 2016)
Debaillon v. Alfred (In re Anderson)
539 B.R. 277 (W.D. Louisiana, 2015)
Uptown Grill, LLC v. Shwartz
116 F. Supp. 3d 713 (E.D. Louisiana, 2015)
Norwood v. Mobley Valve Services, Inc.
144 So. 3d 1143 (Louisiana Court of Appeal, 2014)
Johnson v. Motiva Enterprises LLC
128 So. 3d 483 (Louisiana Court of Appeal, 2013)
Skannal v. Jones Odom Davis & Politz, L.L.P.
124 So. 3d 500 (Louisiana Court of Appeal, 2013)
Gaddy v. Universal Cable Systems, Inc.
131 So. 3d 875 (Louisiana Court of Appeal, 2012)
Smith v. Coffman
87 So. 3d 137 (Louisiana Court of Appeal, 2012)
Feil v. Greater Lakeside Corp.
81 So. 3d 178 (Louisiana Court of Appeal, 2011)
Coleman v. Burgundy Oaks, L.L.C.
71 So. 3d 352 (Louisiana Court of Appeal, 2011)
Hoover Tree Farm, L.L.C. v. Goodrich Petroleum Co.
63 So. 3d 159 (Louisiana Court of Appeal, 2011)
Bottom Line Equipment, L.L.C. v. BZ Equipment, L.L.C.
60 So. 3d 632 (Louisiana Court of Appeal, 2011)

Cite This Page — Counsel Stack

Bluebook (online)
956 So. 2d 192, 2007 La. App. LEXIS 789, 2007 WL 1266459, Counsel Stack Legal Research, https://law.counselstack.com/opinion/town-of-haynesville-inc-v-entergy-corp-lactapp-2007.