Wilkinson v. Sweeney

532 So. 2d 243, 1988 WL 103152
CourtLouisiana Court of Appeal
DecidedOctober 5, 1988
Docket87-662
StatusPublished
Cited by3 cases

This text of 532 So. 2d 243 (Wilkinson v. Sweeney) 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
Wilkinson v. Sweeney, 532 So. 2d 243, 1988 WL 103152 (La. Ct. App. 1988).

Opinion

532 So.2d 243 (1988)

Dr. R.H. WILKINSON, Plaintiff-Appellant,
v.
Val A. SWEENEY d/b/a Suntans Unlimited, Defendant-Appellee.

No. 87-662.

Court of Appeal of Louisiana, Third Circuit.

October 5, 1988.
Writ Denied December 9, 1988.

W. Stephen Walker, Sulphur, for plaintiff-appellant.

Book & Beverung, Steven Beverung, Lake Charles, for defendant-appellee.

Before DOMENGEAUX, KNOLL and KING, JJ.

KING, Judge.

The sole issue presented on appeal is whether or not the defendant or the corporation which he allegedly represented should be liable in a suit for damages arising out of breach of a written lease.

Dr. R.H. Wilkinson (hereinafter plaintiff) entered into a written agreement with Val *244 A. Sweeney (hereinafter defendant) to lease his office space. The office space was to be used as a sun tanning center by defendant and was to operate under the business name of "Suntans Unlimited." When defendant violated the terms of the lease and moved out of the leased premises, the plaintiff filed suit against defendant, d/b/a Suntan's Unlimited, to recover damages. Defendant answered the suit. At the trial the defendant claimed that he was not personally liable and that Suntans Unlimited was actually a corporation. After trial on the merits the trial judge denied plaintiff's claim for damages and plaintiff timely appealed. We reverse and render judgment.

FACTS

On April 30, 1985, defendant met with plaintiff and signed a written lease agreement for office space owned by plaintiff and located at 4042 Maplewood Drive, Sulphur, Louisiana. Plaintiff had met with defendant and other persons to discuss details of the lease on at least two other occasions prior to the April 30th lease signing date. The lease provided for a term of one year at a rental of $400.00 per month beginning May 1, 1985, and ending April 30, 1986. The first sentence of the written lease reads as follows:

"This Contract of Lease made and entered into as of the first day of May 1985 by and between Dr. R.H. Wilkinson, hereinafter referred to as Lessor, and Suntan's Unlimited hereinafter referred to as Lessee,"

The lease goes on to set forth the terms for payment, security deposit, and other items. The lease agreement ends with four signatures; those of the two witnesses, Harold Bergeron and Pearl Lee, that of Dr. R.H. Wilkinson above a line with his name typed underneath, and that of the defendant, Val A. Sweeney, on a line after the typed word "BY:". The lease designates the lessee as Suntan's Unlimited but nowhere in the lease is Suntans Unlimited described as a corporation nor is the defendant referred to as an agent or officer of a corporation. The plaintiff received a check for the $200.00 security deposit from defendant on April 26, 1985, a few days before moving into the office space. This check was drawn on an account identified as belonging to "Suntans Unlimited, Inc.", however, it bore the address of "300 E. McNeese Street, Suite 2A, Lake Charles, Louisiana." The first month's rental check was drawn on another account with no account designation information at all appearing on the check. On May 30, 1985, the plaintiff received his first rental check with the "Suntans Unlimited, Inc." logo on it that bore the address of the property on Maplewood Drive which he had leased to defendant.

Defendant continued paying the monthly rent with checks drawn on a "Suntans Unlimited, Inc." account, however, some checks bore the "300 E. McNeese Street, Suite 2A, Lake Charles," address while three monthly checks, June, July and August, bore the "Maplewood Drive, Sulphur, Louisiana" address. The last check received by plaintiff from defendant was on December 1, 1985. It was to cover the rent through 1985. On January 2, 1986, plaintiff returned to his office, which adjoins the leased property, and noticed that the entire contents of the defendant's leased office space had been removed. Plaintiff called the defendant at home to inquire why he had moved out without notifying him; the response from defendant was that "the corporation has declared bankruptcy and that they had to move everything out."

Plaintiff filed suit on April 25, 1986 against defendant, d/b/a Suntan's Unlimited, seeking a total of $890.16 in damages, later reduced to $874.81 by amendment. Plaintiff also requested reasonable attorney's fees as provided by the lease. Defendant filed an answer of general denial. After the trial judge denied defendant's Motion for Summary Judgment, the case was tried on October 30, 1986. On February 25, 1987, judgment was rendered in favor of defendant, Val A. Sweeney d/b/a Suntans Unlimited and against plaintiff, Dr. R.H. Wilkinson, denying plaintiff's claims at his cost. It is from this judgment that plaintiff appeals, alleging that the judgment is not supported by the law and *245 evidence introduced at the trial of the matter. We reverse and render judgment.

LAW

In this appeal we are asked to review both factual and legal issues. The standard in Louisiana for reviewing factual issues determined by a trial court is set forth in Arceneaux v. Domingue, 365 So.2d 1330 (La.1979) and Canter v. Koehring Company, 283 So.2d 716 (La.1973). Both cases illustrate the accepted standard that an appellate court should give great weight to the factual conclusions of the trier of fact and should not disturb those findings absent manifest error. Obviously, when the issues before a trial court are purely factual, great weight should be given to the factual findings of the trial court. However, in this case the trial court, while rendering a written ruling, did not state what law was applied and made no factual determinations or conclusions other than denying plaintiff's claim. Thus, the record before us contains no factual findings by the trial court other than by implication that the trial court found that defendant had met his burden of proving disclosure of his agency to plaintiff. When there are clear legal issues intertwined in factual conclusions, the factual conclusions must be more closely scrutinized to determine if their plausibility has been tainted by an incorrect determination of the legal issues. We are faced with just such a determination in this appeal. See Kem Search, Inc. v. Sheffield, 434 So.2d 1067 (La.1983).

The legal issue on appeal is whether the defendant, Val A. Sweeney, proved that he met the affirmative duty imposed upon him by law to disclose his agency status to plaintiff, when acting on behalf of the corporation, Suntans, Unlimited, Inc. This duty is imposed upon all agents, mandataries, and officers of corporations. Its purpose is to notify third parties dealing with the agent or officer that they are representing the principal or corporation and are doing so under proper authority. This disclosure alerts the third party that another party, and not the agent or officer personally, will be ultimately liable for the transaction. The basis for this affirmative duty in Louisiana is found both in the Louisiana Civil Code under Articles 3012 and 3013 and under the Louisiana Corporation Law, LSA-R.S. 12:82, et seq.

The factual issue to be evaluated by this court is whether or not the trial court erred in finding that the defendant had provided plaintiff with enough indicia of his agency or of the corporate status so as to put plaintiff on notice that he was dealing with a corporation in the lease of his office space and thus relieve defendant of personal liability.

LSA-C.C. Articles 3012 and 3013 read as follows:

"Art. 3012. Acts beyond power with third persons informed of authority

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Bluebook (online)
532 So. 2d 243, 1988 WL 103152, Counsel Stack Legal Research, https://law.counselstack.com/opinion/wilkinson-v-sweeney-lactapp-1988.