Opinion
NUMBER 2013 CW0770
02-18-2014
C. FLY MARINE SERVICES, LLC v. TRINITY YACHTS, LLC
Jack E. Truitt Jennifer Cortes Poirier Nancy N. Butcher Covington, LA Counsel for Plaintiff/Appellant C. Fly Marine Services, LLC Kat A. Rito Stewart F. Peck Benjamin W. Kadden New Orleans, LA Counsel for Defendant/Appellee Trinity Yachts, LLC
NOT DESIGNATED FOR PUBLICATION
Appealed from the
Twenty-Second Judicial District Court
In and for the Parish of St. Tammany, Louisiana
Docket Number 2009-16668
Honorable William J. Knight, Judge Presiding
Jack E. Truitt
Jennifer Cortes Poirier
Nancy N. Butcher
Covington, LA
Counsel for Plaintiff/Appellant
C. Fly Marine Services, LLC
Kat A. Rito
Stewart F. Peck
Benjamin W. Kadden
New Orleans, LA
Counsel for Defendant/Appellee
Trinity Yachts, LLC
BEFORE: WHIPPLE, C.J., WELCH, AND CRAIN, JJ.
WHIPPLE, C.J.
This matter is before us on appeal by plaintiff, C. Fly Marine Services, LLC, from a judgment of the trial court denying plaintiff's motion to enforce settlement agreement. For the following reasons, we affirm.
FACTS AND PROCEDURAL HISTORY
Plaintiff, C. Fly Marine Services, LLC ("C Fly"), provided engineering services to defendant, Trinity Yachts, LLC, ("Trinity"), in connection with a large yacht being built by Trinity. Upon receiving a "stop work" letter from Trinity, C. Fly attempted to collect $191,329.31 for services previously rendered. Trinity refused to pay C. Fly, prompting C. Fly to file a petition on open account.
On April 13, 2010, C. Fly and Trinity attended mediation and reached a settlement agreement. The terms of the agreement were reduced to writing and provided, in pertinent part:
Trinity Yacht will pay the following to C. Fly: $50,000.00 no later than April 23, 2010; $60,000,00 no later than May 13, 2010; $30,000.00 no later than June 13, 2010; and $30,000.00 no later than July 13, 2010. All but the final payment due on July 13, 2010, shall in no way be related to any performance on the part of C. Fly. The final payment of $30,000.00 shall be contingent upon C. Fly submitting to Trinity Yachts plans for pipe routing, net space[.]
(Emphasis added).
It is undisputed that Trinity made the first three payments in accordance with the settlement agreement. However, Trinity did not make the final payment of $30,000.00 on July 13, 2010. Moreover, C. Fly did not attempt to collect this final payment until October 8, 2012, when it sent an email to Trinity stating, "Being that I haven't seen any comments back concerning my submittal to yall [sic] in regards to T059 [the plans] that I did last week, I have attached the final invoice as agreed upon in the settlement agree [sic]."
Trinity refused to tender the final payment, claiming that no final payment was owed because C. Fly had failed to timely submit the plans as required under the terms of the settlement agreement.
C. Fly then filed a motion to enforce settlement agreement. After hearing argument from counsel, the trial court denied C. Fly's motion, finding: (1) that the agreed upon final payment of $30,000.00 was contingent upon C. Fly submitting the plans to Trinity; and (2) that plans submitted "six months, a year, eighteen months, two years after the build out of the yacht would have little to no value for Trinity." A written judgment denying the motion was signed on January 24, 2013.
C. Fly then filed the instant appeal.
APPELLATE JURISDICTION
Upon the lodging of this appeal, this court issued a rule to show cause, noting that the judgment at issue appears to be a non-appealable ruling. As an appellate court, we are obligated to recognize our lack of jurisdiction if it exists. State, Dept. of Transp. and Development v. Henderson, 2009-2212 (La. App. 1st Cir. 5/7/10), 39 So.3d 739, 741. Accordingly, we must first address whether the trial court's judgment is a final appealable judgment under LSA-C.C.P. art. 1915.
In the instant matter, the judgment at issue lacks decretal language disposing of or dismissing the suit. Moreover, the trial judge did not certify the judgment as a final judgment. Accordingly, the January 24, 2013 judgment of the trial court does not constitute a final judgment for the purpose of an immediate appeal. See LSA-C.C.P. art. 1915(B). However, in the interest of judicial efficiency, we elect to exercise our supervisory jurisdiction and to convert the appeal to an application for supervisory writs of review. As such, we will review this case, as an appellate court has broad discretion to convert an appeal to an application for supervisory writs. Stelluto v. Stelluto, 2005-0074 (La. 6/29/05), 914 So.2d 34, 39; Roberson v. Roberson, 2012-2052 (La. App. 1st Cir. 8/5/13), 122 So.3d 561, 564.
DISCUSSION OF THE MERITS
C. Fly and Trinity's settlement agreement, as quoted earlier, clearly provides that Trinity was to make the final payment on July 13, 2010. Further, the settlement agreement clearly states that "[t]he final payment of $30,000.00 shall be contingent upon C. Fly submitting to Trinity Yachts plans[.]" The controversy herein centers on whether the settlement agreement, entered into after mediation, placed a time limit on C. Fly within which it was obligated to submit the additional plans under penalty of loss of the final payment. Thus, resolution of the dispute herein requires interpretation of the parties' respective obligations under the agreement.
Without evidence of duress, a mediation agreement signed by parties constitutes a legal and binding compromise. Feingerts v. State Farm Mut. Auto. Ins. Co., 2012-1598 (La. App. 4th Cir. 6/26/13), 117 So.3d 1294, 1302, writ denied 2013-0023 (La. 11/22/13), 126 So.3d 489. A compromise is a contract whereby the parties, through concessions made by one or more of them, settle a dispute or an uncertainty concerning an obligation or other legal relationship. LSA-C.C. art. 3071. A compromise instrument is governed by the same general rules of construction applicable to contracts. Crawford v. United Service Auto. Ass'n, 2003-2117 (La. App. 1 Cir. 3/24/05), 899 So.2d 668, 671.
The provision in the settlement agreement regarding C. Fly's submission of additional plans does not contain an exact date. However, we must interpret this provision in light of the other provisions so that each is given the meaning suggested by the agreement as a whole. See LSA-C.C. art. 2050. Moreover, where 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 as necessary for the contract to achieve its purpose. LSA-C.C. art. 2054.
The agreement clearly provides that Trinity's final payment was due by July 13, 2010, and that this payment was contingent on C. Fly's submission of plans. Applying the legal precepts set forth above, and considering the agreement as a whole, we conclude that the only reasonable interpretation that would give meaning to the agreement is that C. Fly was required to submit the additional plans on or before the final payment due date. To hold otherwise and interpret the agreement as C. Fly urges would result in an absurd consequence, i.e., where the contingent event warranting payment could occur long after the payment due date. Under such an interpretation, there would be no way to determine if the payment was actually due on the clearly stated payment due date and the provision in the agreement setting forth a payment due date would be rendered meaningless. C. Fly failed to timely submit the plans and Trinity's final payment was clearly contingent on the submission of the plans. Therefore we find no error in the trial court's conclusion that Trinity did not owe the final payment under the terms of the settlement agreement.
Thus, the trial court was correct in denying C. Fly's motion to enforce settlement agreement.
CONCLUSION
For the foregoing reasons, the instant appeal is converted to an application for supervisory writs of review. We hereby grant the application for supervisory writs, and affirm the January 24, 2013 judgment of the trial court, which denied C. Fly's motion to enforce settlement agreement. All costs are assessed to defendant, Trinity Yachts, LLC.
APPEAL CONVERTED TO APPLICATION FOR SUPERVISORY WRITS OF REVIEW; WRIT APPLICATION GRANTED; JUDGMENT AFFIRMED.