Opinion
2018 CA 0825
01-09-2019
GREEN ACRES LANDSCAPE & MAINTENANCE, LLC v. NOTTOWAY PLANTATION, INC.
Frank Tomeny, III Jennifer A. Kinberger Catherine L. Plauche Baton Rouge, Louisiana and Mark D. Plaisance Marcus J. Plaisance Prairieville, Louisiana Attorneys for Plaintiff/Appellee Green Acres Landscape & Maintenance, LLC Patrick W. Pendley Evan P. Fontenot Plaquemine, Louisiana Attorneys for Defendant/Appellant Nottoway Plantation, Inc.
NOT DESIGNATED FOR PUBLICATION On Appeal from the Eighteenth Judicial District Court In and for the Parish of Iberville State of Louisiana
No. 70008, Div. "B" The Honorable Edward J. Gaidry, Judge Presiding Frank Tomeny, III
Jennifer A. Kinberger
Catherine L. Plauche
Baton Rouge, Louisiana
and
Mark D. Plaisance
Marcus J. Plaisance
Prairieville, Louisiana Attorneys for Plaintiff/Appellee
Green Acres Landscape &
Maintenance, LLC Patrick W. Pendley
Evan P. Fontenot
Plaquemine, Louisiana Attorneys for Defendant/Appellant
Nottoway Plantation, Inc. BEFORE: McDONALD, CRAIN, AND HOLDRIDGE, JJ. HOLDRIDGE, J.
The defendant, Nottoway Plantation, Inc., appeals a judgment granted in favor of the plaintiff, Green Acres Landscape & Maintenance, LLC. In this memorandum opinion, we reverse the judgment of the trial court for the reasons that follow.
The parties entered into a contract stating that the plaintiff would provide landscape services to Nottoway Plantation in the sum of $60,000.00, plus an additional minimum of $22,500.00 for seasonal planting. The contract commenced on March 1, 2010 and continued for one year. The contract was drafted by the plaintiff. On February 24, 2011, the defendant mailed written notice of termination to the plaintiff, advising that the defendant would no longer use the plaintiff's services after February 28, 2011.
On March 9, 2011, the plaintiff filed a petition for breach of contract and damages against the defendant. The plaintiff alleged that the defendant breached the contract because it failed to provide the plaintiff with timely written notice that it did not wish to renew the contract. Paragraph 10 of the contract provided, in pertinent part:
1.0. The terms of this Agreement shall start on March 1, 2010 and continue for one calendar year from start date and shall continue in full force for the following calendar year and effect thereafter, until it is terminated by written notice from either party to the other, mailed at least thirty days from the commencement of the following year. (Emphasis added.)Thus, under Paragraph 10, the term of the contract would be extended for the following year, from March 1, 2011, through February 29, 2012, unless the defendant mailed a written notice of termination to the plaintiff, at least 30 days from the commencement of the following year. The plaintiff argued that the defendant's written notice of termination dated February 24, 2011 was untimely, resulting in a renewal for another year. Therefore, the plaintiff argued that the defendant owed it the sum of $82,500.00, plus attorney fees, and any other reasonable damages.
The defendant answered the petition, denying all allegations except that it entered into a contract with the plaintiff on March 1, 2010. After the parties filed a multitude of pleadings, the trial court held a bench trial on February 6, 2018. After hearing arguments from both parties, the trial court gave oral reasons, stating in pertinent part:
It makes little sense to the court for the contract to renew and then after [its] renewed for there to be the ability of either party to cancel it 30 days into the particular contract. And that's what's causing both sides consternation at this time as to what should be the obligation of the parties in light of the attempted cancellation by [the defendant] on February 24[, 2011, which was] some six days before commencement of the second year of this contract.On March 7, 2018, the trial court signed a judgment in accordance with its oral ruling, awarding the plaintiff $60,000.00 in unpaid monthly charges, $22,500.00 for seasonal coloring, and ten percent on all payments due and not made, plus $9,000.00 in attorney fees, for a total sum of $99,750.00. The defendant now appeals.
We pretermit discussion of the defendant's second and third assignments of error based upon our holding in this matter. --------
The defendant argues on appeal that the trial court erred in ruling in favor of the plaintiff because Paragraph 10 of the contract explicitly provides for when written notice of termination must be given. The defendant argues that the notice of termination it sent to the plaintiff on February 24, 2011 was timely because it was 30 days from the commencement of March 1, 2011. In support of its argument, the defendant cites to Webster's New Collegiate Dictionary, which defines the word "from" as "used as a function word to indicate a starting point of a physical movement or a starting point in measuring or reckoning or in a statement of limits[.]" Merriam-Webster Online Dictionary. 2018. http://www.merriam-webster.com (8 Nov. 2018). The defendant argues that it had until March 31, 2011, to send its notice of termination to the plaintiff because it had 30 days after the renewal of another year to terminate its contract with the plaintiff. Therefore, the defendant argues that the notice of termination it sent to the plaintiff on February 24, 2011 was timely.
The plaintiff counters that the trial court correctly interpreted the parties' contract in light of the entire contract and the intent of the parties. The plaintiff argues that the trial court's interpretation of the contract that the defendant had to give written notice of termination 30 days before the renewal date is the only reasonable interpretation because no party would agree to allow termination after a contract has automatically renewed.
The burden of proof in an action for breach of contract is on the party claiming rights under the contract. Hornbeck Offshore Operators, LLC v. Cross Group, Inc., 2016-0174 (La. App. 1 Cir. 10/31/16), 207 So.3d 1141, 1146, writ denied, 2016-2095 (La. 1/9/17), 214 So.3d 872. The role of the judiciary in interpreting contracts is to ascertain the common intent of the parties as reflected by the words in the policy. See La. C.C. art. 2045. The reasonable intention of the parties to a contract is to be sought by examining the words of the contract itself, and is not to be assumed. Lobell v. Rosenberg, 2015-0247 (La. 10/14/15), 186 So.3d 83, 89. 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. La. C.C. art. 2046. Common intent is determined, therefore, in accordance with the general, ordinary, plain and popular meaning of the words used in the contract. Lobell, 186 So.3d at 89. Accordingly, 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, as it is not the duty of the courts to bend the meaning of the words of a contract into harmony with a supposed reasonable intention of the parties. Id. However, even when the language of the contract is clear, courts should refrain from construing the contract in such a manner as to lead to absurd consequences. Prejean v. Guillory, 2010-0740 (La. 7/2/10), 38 So.3d 274, 279 (per curiam). Most importantly, a contract must be interpreted in a common-sense fashion, according to the words of the contract their generally prevailing meaning. Id. Moreover, a contract provision that is susceptible to different meanings must be interpreted with a meaning that renders the provision effective, and not with one that renders it ineffective. La. C.C. art. 2049. 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.
When a trial court's interpretation of a contract is not based upon any factual findings, but, rather, is based upon a review of the contract's language, the manifest error standard of review does not apply. Constantin Land Trust v. Pitre Industries, L.L.C., 2016-0993 (La. App. 1 Cir. 7/10/17), 225 So.3d 1089, 1094, writ denied, 2017-1644 (La. 11/28/17), 230 So.3d 224. In the instant matter, the trial court's interpretation of the word "from" was not based on a finding of fact, but rather, on the language of the contract itself. Therefore, we will conduct a de novo review to interpret the meaning of this language. Cabrera v. Cabrera, 2017-422 (La. App. 3 Cir. 11/2/17) 2017 WL 5067476 *4.
Paragraph 10 of the contract governs when the parties were required to send a timely written notice of termination. A plain reading of Paragraph 10 and in accordance with the established usage of the word "from" indicates that the 30 day delay for giving timely written notice would begin to run when the new contract year commenced on March 1, 2011. Thus, the plaintiff's notice of termination that was mailed on February 24, 2011 was timely. Moreover, we note that in case of doubt that cannot be otherwise resolved, a provision in a contract must be interpreted against the party who furnished its text. La. C.C. art. 2056. Therefore, because the contract was drafted by the plaintiff, any doubt that cannot be resolved must be interpreted against the plaintiff. Id.
After our de novo review of the record, we disagree with the trial court's interpretation of the contract finding that "from" means "prior to" as to allow the parties to provide notice of termination after the contract renewed for another year. Such an interpretation violates the rules of contractual interpretation set forth in the above referenced Louisiana Civil Code articles governing contract interpretation. Based on the evidence before us, the plaintiff did not meet its burden of proving that paragraph 10 of the contract required written notice of termination 30 days before the renewal date of the next contract year. Therefore, we find that the trial court erred in granting the judgment in favor of the plaintiff because it did not meet its burden of proving a breach of contract claim against the defendant.
Accordingly, we reverse the judgment of the trial court. We issue this memorandum opinion pursuant to Uniform Rules—Courts of Appeal, Rule 2-16.1(B). All costs of this appeal are assessed to the plaintiff, Green Acres Landscape & Maintenance, LLC.
REVERSED.