Opinion
NUMBER 2022 CA 0163.
09-16-2022
LOUISIANA PROPERTY DEVELOPMENT, LLC v. U.S. NATIONAL TITLE INSURANCE COMPANY, CivicSource Title, LLC and CivicSource Holdings, LLC.
WHIPPLE, C.J.
This matter is before us on appeal by plaintiff, Louisiana Property Development, LLC, from a judgment of the trial court granting summary judgment in favor of defendants, U.S. National Title Insurance Company, CivicSource Title, LLC, and CivicSource Holdings, LLC, and dismissing plaintiff's claims against all of the defendants with prejudice. For the reasons that follow, we affirm.
FACTS AND PROCEDURAL HISTORY
Louisiana Property Development, LLC, (LPD) is a real estate development company that purchases tax adjudicated and/or blighted properties for rehabilitation. In 2016, LPD was the highest bidder on two properties that were adjudicated to the East Baton Rouge Parish Government and were advertised for sale by CivicSource. The two properties LPD attempted to purchase were: (1) Lot Q, Square 18, Leland College Annex, Baker, LA 70714, believed to have the municipal address of 2580 Chamberlain Avenue, Baker, LA 70714 (Lot Q); and (2) Lot R, Square 18, Leland College Annex, Baker, LA 70714, believed to have the municipal address of 2593 College Avenue, Baker, LA 70714 (Lot R). The purchase price for each property was $30,100.00, which was paid by LPD.
LPD named both "CivicSource Title, LLC" and "CivicSource Holdings, LLC" as defendants in this matter. Throughout this litigation, the parties generally refer to "CivicSource" and do not distinguish between the two entities. For convenience, we likewise refer to them collectively as "CivicSource" herein.
While the HUD-1 Statement for this property describes the property as "Lot O" and LPD sometimes refers to the property as "Lot 0," the act of sale describes the property as "Lot Q."
The sale of each property was completed on October 31, 2016, when the East Baton Rouge Parish Government signed the two Acts of Sale. According to the HUD-1 statement for each property, the full price paid at closing, including title insurance premiums, for Lot Q was $31,173.70, while the full price paid for Lot R was $31,562.20.
In conjunction with CivicSource's sales of these adjudicated properties, LPD obtained policies of owner's title insurance on each of the properties from U.S. National Title Insurance Company (USNTI), bearing policy number EBG4169 for Lot Q and policy number EBG4170 for Lot R. Schedule A of each policy lists the address of the properties utilizing the municipal address and notes that "The Land referred to in this Policy is described [in Exhibit A]." Exhibit A lists the full legal description of the properties.
In order to obtain policy limits based on the appraised value of the properties, instead of the purchase price it paid, LPD used the municipal address of each property to obtain appraisals. L&L Land Surveying appraised the properties and determined that the property located at 2580 Chamberlain Avenue was valued at $108,300.00, and the property located at 2593 College Avenue was valued at $155,800.00. Once the appraisals were obtained and LPD paid a higher insurance premium on both properties, USNTI issued the policies in accordance with the higher policy limits based on the appraised value of each property.
At some point thereafter, LPD had the two properties surveyed in order to obtain a Small Business Administration (SBA) mortgage on the properties. According to LPD, these surveys were the "first indication" that there were title issues with the properties. The surveys revealed that the two properties were dedicated to public use "decades ago" and were part of the public right-of-way, even though the dedication was never indexed in the public records. According to the parties, the legal description does not describe the two municipal addresses with houses on them, but instead describes the street adjacent to the municipal addresses. After the title defects were discovered, USNTI facilitated the return of the purchase price of the two properties to LPD. LPD then filed an insurance claim under the policies, seeking to recover the full coverage limits on both policies. USNTI declined to pay any additional amounts under the policies, concluding that LPD could not show any actual monetary loss or damage over and above what had already been refunded to it. According to USNTI, because the properties were dedicated to public use, they "no longer existed at the time of the transactions," and therefore, the conveyances, as well as the owner's title insurance policies issued on each, were null.
LPD filed a petition for damages on March 29, 2018, naming USNTI, CivicSource Title, LLC, and CivicSource Holdings, LLC (collectively, defendants) as defendants, alleging that USNTI breached the title insurance contracts when it refused to pay the full coverage limits on both policies to LPD after the title defect was discovered, and that LPD incurred damages in the full appraised value of each property. Specifically, LPD sought an award of $201,364.10, representing the difference between the total amount of insurance on each policy less the amounts already refunded to LPD. LPD also sought penalties and damages pursuant to LSA-R.S. 22:1892 and 22:1973.
LPD also alleged that it was prejudiced in that once it obtained the higher insurance policy limits from USNTI, it obtained loans or mortgages on the properties based on the appraised value of each property.
After extensive discovery, the defendants filed a motion for summary judgment on February 26, 2021, seeking dismissal of all of LPD's claims against the defendants. The defendants argued that summary judgment was proper because the two transactions forming the basis of the lawsuit were for the conveyance of two subdivision lots "that no longer existed at the time of the transactions," and thus the conveyances and owner's title insurance policies were null. Alternatively, the defendants argued that even if the transactions were not null, and the policies of insurance were in effect, no further amounts were owed to LPD as damages where benefits due under the policies were equal to the amounts already refunded to LPD, and various terms of the policies excepted coverage herein.
LPD opposed the motion, arguing that the title insurance policies are not absolutely null because "the very purpose of obtaining title insurance is to provide coverage in case of a defect and/or encumbrance in the title." LPD further maintained that issues of material fact remain regarding USNTI's payment obligations under the coverage limits of both insurance policies.
Following a hearing on the motions, the trial court, in oral reasons, noted that Lot Q and Lot R were not indexed in the public records and "therefore did not exist." The trial court further noted that because the insurance contracts envision actual, not speculative loss, and LPD never invested any funds to improve Lot Q or Lot R while it thought it owned them, LPD failed to establish it incurred losses over and above what was already reimbursed to LPD. However, "as a condition for the annulment," the trial court ordered the defendants to reimburse LPD for the cost of the property appraisals obtained by LPD in order to get a higher amount of coverage under the policies. The court concluded that the defendants proved their entitlement to summary judgment and dismissed all of LPD's claims against the defendants.
Thereafter, the trial court signed a judgment on October 13, 2021, granting summary judgment in favor of the defendants, dismissing all of LPD's claims with prejudice, and finding that: (1) LPD had no actionable loss under the title insurance policies; (2) USNTI refunded all sums paid by LPD to acquire the properties, including all policy premiums; (3) LPD did not invest additional sums in the properties while it thought it owned them; (4) LPD did not provide any proof of loss over or above the amounts shown on the HUD-1 statements; (5) changes to subdivision maps concerning Lot Q and Lot R were not properly indexed to the public record; and (6) USNTI must reimburse plaintiff for additional costs incurred by plaintiff in the subject transactions, in the amount of $700.00.
On motion of LPD, the trial court also issued written reasons for judgment on October 28, 2021, finding that CivicSource conducted online bidding for properties previously adjudicated to the East Baton Rouge Parish Government; that at one of these auctions, LPD was the successful bidder of two properties that were later found to have been dedicated to public use as public roadways "decades before;" and that the dedications were not indexed in the public records. The trial court found that there were two main issues in this case, namely: (1) whether the policy covered actual loss or speculative loss, and (2) whether or not the parties could have entered into a contract if the properties did not exist at the time of the sale. As to the first issue, the court found "a clear and unambiguous intent" that the insurance contracts envisioned actual loss rather than speculative loss. As to the second issue, the trial court found that because the two lots were dedicated to public use, the sales transactions were null pursuant to LSA-C.C. art. 2029.
Louisiana Civil Code article 2029 provides, "A contract is null when the requirements for its formation have not been met."
From the October 13, 2021 judgment, LPD appeals, contending that the trial court committed "legal and reversible error" by:
(1) failing to apply the proper legal standard and analysis to support the granting of a motion for summary judgment;
(2) finding that LPD did not incur an actionable loss under the title insurance policies issued by USNTI; and
(3) finding that the nullification of the sales transactions impacts the validity of the insurance contracts.
DISCUSSION
Summary Judgment
A motion for summary judgment is a procedural device used to avoid a full-scale trial when there is no genuine issue of material fact. Georgia-Pacific Consumer Operations, LLC v. City of Baton Rouge, 2017-1553, 2017-1554 (La. App. 1st Cir. 7/18/18), 255 So.3d 16, 21, writ denied, 2018-1397 (La. 12/3/18), 257 So.3d 194. After an opportunity for adequate discovery, a motion for summary judgment shall be granted if the motion, memorandum, and supporting documents show that there is no genuine issue of material fact and that the mover is entitled to judgment as a matter of law. LSA-C.C.P. art. 966(A)(3). In reviewing a trial court's ruling on a motion for summary judgment, an appellate court reviews the evidence de novo using the same criteria that govern the trial court's determination of whether summary judgment is appropriate. Bourg v. Safeway Ins. Co. of Louisiana, 2019-0270 (La. App. 1st Cir. 3/5/20), 300 So.3d 881, 888.
The initial burden of proof is on the party filing the motion for summary judgment. LSA-C.C.P. art. 966(D)(1). If the mover will not bear the burden of proof at trial on the issue raised in the motion for summary judgment, the mover is not required to negate all essential elements of the adverse party's claim, action, or defense. However, the mover must demonstrate the absence of factual support for one or more of the elements of the adverse party's claim. LSA-C.C.P. art. 966(D)(1). The mover can meet this burden by filing supporting documentary evidence with its motion for summary judgment, consisting of pleadings, memoranda, affidavits, depositions, answers to interrogatories, certified medical records, written stipulations, and admissions. LSA-C.C.P. art. 966(A)(4). The mover's supporting documentary evidence must be sufficient to prove the essential facts necessary to carry the mover's burden. Thus, in deciding a motion for summary judgment, the court must first determine whether the supporting documents presented by the mover are sufficient to resolve all material factual issues. If not, summary judgment must be denied in favor of a trial on the merits. Crockerham v. Louisiana Medical Mutual Ins. Co., 2017-1590 (La. App. 1st Cir. 6/21/18), 255 So.3d 604, 608.
Once a motion for summary judgment is made and properly supported, the burden shifts to the non-moving party to produce factual support, through the use of proper documentary evidence attached to its opposition, which establishes the existence of a genuine issue of material fact or that the mover is not entitled to judgment as a matter of law. LSA-C.C.P. art. 966(D)(1). If the non-moving party fails to produce sufficient factual support with its opposition, which proves the existence of a genuine issue of material fact, LSA-C.C.P. art. 966(D)(1) mandates the granting of the motion for summary judgment. Jenkins v. Hernandez, 2019-0874 (La. App. 1st Cir. 6/3/20), 305 So.3d 365, 371, writ denied, 2020-00835 (La. 10/20/20), 303 So.3d 315.
Material facts are those that potentially ensure or preclude recovery, affect the litigant's success, or determine the outcome of a legal dispute. Daniels v. USAgencies Casualty Ins. Co., 2011-1357, 2011-1358, 2011-1359 (La. App. 1st Cir. 5/3/12), 92 So.3d 1049, 1055. Because it is the applicable substantive law that determines materiality, whether a particular fact in dispute is material can be seen only in light of the substantive law applicable to the case. Georgia-Pacific Consumer Operations, LLC, 255 So. 3d at 22.
Legal Precepts
The interpretation of an insurance policy usually involves a legal question that can be resolved properly in the framework of a motion for summary judgment. An insurance policy is a contract between the parties and should be construed using the general rules of interpretation of contracts set forth in the Civil Code. Womack v. Mar Jay Productions, L.L.C., 2019-0712 (La. App. 1st Cir. 2/21/20), 298 So.3d 745, 750, writ denied, 2020-00424 (La. 6/12/20), 307 So.3d 1032. Interpretation of a contract is the determination of the common intent of the parties. LSA-C.C. art. 2045. 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. LSA-C.C. art. 2046. The judiciary's role in interpreting insurance contracts is to determine the common intent of the parties to the contract. Tennie v. Farm Bureau Property Ins. Co., 2020-1297 (La. App. 1st Cir. 6/4/21), 327 So.3d 1020, 1026, writ denied, 2021-00949 (La. 10/19/21), 326 So.3d 231.
Louisiana Revised Statutes 22:47(9) defines title insurance as "Insurance of owners of property or others having an interest therein, against loss by encumbrance, or defective titles, or adverse claim to title, and services connected therewith." When determining whether a policy affords coverage for an incident, the insured bears the burden of proving the incident falls within the policy's terms. Miller v. Superior Shipyard and Fabrication, Inc., 2001-2683 (La. App. 1st Cir. 11/8/02), 836 So.2d 200, 203. However, an insurer has the burden of proving that a loss falls within a policy exclusion. Additionally, in determining whether an exclusion applies to preclude coverage, courts are guided by the well-recognized rule that an exclusionary clause in an insurance policy must be strictly construed against the insurer, and any ambiguity in the exclusion is construed in favor of the insured. Tennie, 327 So. 3d at 1026.
Nonetheless, an insurance policy, including its exclusions, should not be interpreted in an unreasonable or strained manner so as to enlarge or to restrict its provisions beyond what is reasonably contemplated by its terms or so as to achieve an absurd conclusion. Womack, 298 So. 3d at 750. Unless a policy conflicts with statutory provisions or public policy, it may limit an insurer's liability and impose and enforce reasonable conditions upon the policy obligations the insurer contractually assumes. Sher v. Lafayette Ins. Co., 2007-2441, 2007-2443 (La. 4/8/08), 988 So.2d 186, 193, on reh'g in part (La. 7/7/08), citing Huggins v. Gerry Lane Enterprises, Inc., 2006-2816 (La. 5/22/07), 957 So.2d 127, 129.
Assignments of Error
In its first assignment of error, LPD argues that the trial court committed "legal and reversible error" by failing to apply the proper legal standard and analysis for a motion for summary judgment. In the second and third assignments of error, LPD asserts that the trial court erred in making certain erroneous findings, as reflected in the trial court's oral and written reasons for judgment.
At the outset, we note that appellate courts review judgments and not reasons for judgment. Walton v. State Farm Mutual Automobile Insurance Co., 2018-1510 (La. App. 1st Cir. 5/31/19), 277 So.3d 1193, 1199. In fact, judgments are often upheld on appeal for reasons different than those assigned by a trial court. Wooley v. Lucksinger, 2009-0571, 2009-0584, 2009-0545, 2009-0586 (La. 4/1/11), 61 So.3d 507, 572. The written reasons for judgment are merely an explication of the trial court's determinations and do not alter, amend, or affect the final judgment being appealed. Davis v. Allstate Property & Casualty Ins. Co., 2019-0285 (La. App. 1st Cir. 11/15/19) (unpublished) 2019 WL 6044635, *2, citing Walton, 277 So. 3d at 1199.
Additionally, the standard of review of a summary judgment by an appellate court is de novo. Because this court reviews summary judgments de novo, we afford no deference to the trial court's underlying reasoning for its judgment. John River Cartage, Inc. v. Louisiana Generating, LLC, 2020-0162 (La. App. 1st Cir. 3/4/20), 300 So.3d 437, 453 n.12, citing King v. Allen Court Apartments II, 2015-0858 (La. App. 1st Cir. 12/23/15), 185 So.3d 835, 839, writ denied, 2016-0148 (La. 3/14/16), 189 So.3d 1069. On de novo review, we also afford no deference to the legal standard or analysis applied by the trial court. Accordingly, we will review the summary judgment de novo to determine whether there is any genuine issue of material fact, and whether the movant is entitled to judgment as a matter of law. See LSA-C.C.P. art. 966(A)(3).
In support of their motion for summary judgment, the defendants offered: LPD's petition for damages; the deposition of Stephen Waters, LPD's corporate representative, with various attachments; the deposition of Stephen Morel, the defendants' corporate representative, with various attachments; and various "footnoted" exhibits.
As previously noted, the only documents that may be filed in support of or in opposition to the motion are pleadings, memoranda, affidavits, depositions, answers to interrogatories, certified medical records, written stipulations, and admissions. LSA-C.C.P. art. 966(A)(4). However, Article 966(D)(2) provides that the court " shall consider any documents to which no objection is made." (Emphasis added.) Because neither party objected to the other's impermissible exhibits filed in support of and in opposition to the motion for summary judgment, we have considered all exhibits attached therein.
Through the motion, the defendants first contend that because Lots Q and R did not exist at the time of the transaction, the purported sale to LPD was absolutely null, causing the insurance contracts to be null as well. Thus, they maintain that LPD was restored to the situation that existed before the contract was made, in accordance with LSA-C.C. art. 2033 and therefore, LPD is not entitled to any damages. Alternatively, the defendants contend that even if the court finds that the transactions were not null, LPD is still not entitled to further damages because it was "promptly and fully refunded all amounts paid," which they contend is equal to the amount that may have been due under the insurance policies.
"An absolutely null contract, or a relatively null contract that has been declared null by the court, is deemed never to have existed. The parties must be restored to the situation that existed before the contract was made." LSA-C.C. art. 2033.
In regard to the nullity argument, the defendants point to LSA-C.C. art. 2439 and note that the thing, the price, and the consent of the parties are all requirements for the perfection of a sale. The defendants argue that the properties were the "thing" to be sold in the contract, but because they were previously dedicated to public use and not indexed in the public records, the properties (as described) "did not exist" and the sale is an impossibility.
In regard to LPD's claims under the terms of the title insurance contracts, the defendants admit that the policies were issued with coverage limits in accordance with the appraised value of each property. However, the defendants note that the only documents submitted by LPD to show proof of loss under the policies were the Settlement Statements, or HUD-1 statements, and LPD has already been compensated in accordance with the HUD-1 statements. Additionally, the defendants cite the testimony of the defendants' corporate representative, Mr. Morel, who testified extensively as to the terms of the policies. He testified that under Section 8 of the insurance policies, LPD cannot recover more than its monetary investment into the properties. Section 8 states that the policies are a "contract of indemnity against actual monetary loss or damage sustained or incurred."
Mr. Morel also relied on Schedule B of the policies, which lists the exceptions from coverage, to show that there is no coverage in this matter because LPD did not obtain surveys of the properties prior to insuring the properties with USNTI. Schedule B provides:
This policy does not insure against loss or damage ... which arise by reason of:
* * *
4. Encroachments, overlaps, boundary line disputes, shortage in square footage, acreage or area, right of access, ingress and egress, or other matters which would be disclosed by a current, complete
and accurate survey and inspection of the premises.
Thus, the defendants maintain that the title defects found in this instance are not covered risks because LPD did not obtain a survey prior to the issuance of the policies. Mr. Morel explained that title insurers do not conduct surveys, which are usually only performed at the request of lenders, when one is involved. Additionally, Mr. Morel noted that exclusions number three and five also apply in this instance. Number three states that there is no coverage for "Rights or claims of parties other than the Insured in actual possession of any or all of the property not shown in the public records." Number five states there is no coverage for "Unrecorded easements or claims of easements not shown by the public records."
Black's Law Dictionary defines "easement" as "[a]n interest in land owned by another person, consisting in the right to use or control the land ... for a specific limited purpose (such as to cross it for access to a public road)." EASEMENT, Black's Law Dictionary (11th ed. 2019). 13.
In opposition to the motion, LPD offered: excerpts from the deposition of Mr. Waters; the American Land Title Association listing for USNTI; Lot R Appraisal Report; Lot Q appraisal report; excerpts from the deposition of Mr. Morel; Owner's Policy of Title Insurance number EBG4169 issued by USNTI; and copies of emails regarding the survey of one of the properties.
LPD maintains that summary judgment is not appropriate because there are "issues of material fact as [to] USNTI's obligation [to pay] the policy limits based on the appraised value of said properties and ... LPD's payment" of additional policy premiums. LPD avers that it obtained appraisals on the property to "protect its value and reinvestment" by obtaining title insurance at the full appraised value of the properties. LPD further points to the Covered Risks section of the policy, which provides coverage "against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of ... a document not properly filed, recorded, or indexed in the Public Records," to maintain that LPD's "loss of value is clearly a covered risk."
LPD contends that the "very purpose of obtaining title insurance is to provide coverage in case of a defect and/or encumbrance in the title," noting that the Insurance Code, in LSA-R.S. 22:512(18), defines "Title insurance policy" and specifically provides that title insurance policies may cover those "lawfully interested in" the property, not only owners of the property. LPD argues that while USNTI denied further coverage under the policies due to the lack of a survey, USNTI "decided to insure [each] property without a survey" and LPD should not be "penalized" for the lack of a survey. LPD also argues that its damages or loss on the properties is the full appraised value of each property, as "the measure of loss under the title polic[ies] is the insured amount or at minimum fair market value of the property." Additionally, LPD further argues that, although the defendants repeatedly state that the public dedication of the properties "somehow renders the propert[ies] non-existent," they do not cite any law or jurisprudence to support this notion.
After reviewing the applicable policies and evidence submitted in support of and in opposition to the motion, we find that the defendants made the requisite showing that LPD is not entitled to further reimbursement beyond the amount already reimbursed. Pretermitting whether Lots Q and R "existed" at the time of the purported sale, the two insurance policies at issue herein only provide coverage for "actual monetary loss or damage." Additionally, we find that the defendants also made the requisite showing that rights or claims of parties in actual possession of the property not shown in the public records, as well as matters which would be disclosed by a survey of the properties, are specifically excepted from coverage under Schedule B of the policies. Thus, once the defendants put forth this evidence that the policies specifically except coverage in this instance and only provide coverage for actual monetary losses that can be documented, the burden shifted to LPD to produce factual support sufficient to establish the existence of a genuine issue of material fact or that USNTI is not entitled to judgment as a matter of law. See LSA-C.C.P. art. 966(D)(1).
While LPD argues that it is entitled to coverage for the "loss of value" of the properties, LPD has presented no evidence which rebuts the exceptions from coverage under Schedule B. In fact, LPD admits that it did not obtain surveys of the two properties and instead argues that USNTI should have either had the surveys conducted themselves or instructed LPD to have the properties surveyed. However, LPD does not provide any support, in the language of the policies or otherwise, for its claim that USNTI should have had the properties surveyed or instructed LPD to do the same prior to the issuance of the policies. See Sher, 988 So. 2d at 193 (an insurance policy may limit an insurer's liability and enforce reasonable conditions that do not conflict with statutory provisions or public policy).
Additionally, this court has previously addressed the situation where the municipal address in an act of sale did not match the property description. In McClendon v. Thomas, 1999-1954 (La. App. 1st Cir. 9/22/00), 768 So.2d 261, 263, the sale listed a property description of the land sold, which included a lot number, and also listed a municipal address for the property. However, the municipal address was the address for the neighboring lot, not the lot actually described by the sale. This court noted that although extrinsic evidence may be resorted to where there is an ambiguity in the property description, it is well settled that where property is described in reference to an attached plat, the plat controls in the event of a discrepancy in description between the worded description and the plat. McClendon, 768 So. 2d at 264-65. Accordingly, this court found that it was impermissible to allow the listed municipal address to override the plat and control the property description.
In the instant case, we face a similar issue wherein the legal descriptions and municipal addresses do not describe the same property, as admitted by both parties. While LPD bid on properties utilizing the municipal address on CivicSource's website, the act of sale for each property, signed by Mr. Waters on behalf of LPD, only listed the legal description of the properties. Thus, it would be impermissible for us to solely rely on the purported municipal addresses of the properties when reviewing the motion for summary judgment herein.
On review, none of the evidence presented in this case creates a genuine issue of material fact precluding summary judgment. Although factual inferences reasonably drawn from the evidence must be construed in favor of the party opposing the motion, mere conclusory allegations and unsupported speculation will not support a finding of a genuine issue of material fact. Guillory v. The Chimes, 2017-0479 (La. App. 1st Cir. 12/21/17), 240 So.3d 193, 195. While LPD contends that there are genuine issues of material fact regarding USNTI's payment obligation under the policy, LPD's mere conclusory allegations are not sufficient to defeat summary judgment. Cf. Russell v. City of Baton Rouge/Parish of East Baton Rouge, 2018-0600 (La. App. 1st Cir. 1/17/19), 271 So.3d 231, 235-236 (finding the plaintiff put forth sufficient evidence in opposition to a motion for summary judgment to demonstrate that there was a genuine issue of material fact). The evidence introduced in support of the motion for summary judgment reflects an absence of factual support for the essential element of LPD's claim, namely, that USNTI was required to provide further reimbursement under the terms of the title insurance policies.
Accordingly, after a thorough, de novo review of the summary judgment evidence, we find there is no merit to LPD's assignments of error.
CONCLUSION
For the above and foregoing reasons, the trial court's October 13, 2021 judgment, granting U.S. National Title Insurance Company, CivicSource Title, LLC, and CivicSource Holdings, LLC's motion for summary judgment and dismissing Louisiana Property Development, LLC's claims with prejudice, is hereby affirmed. Costs of this appeal are assessed to the appellant, Louisiana Property Development, LLC.