Amitech U.S.A., Ltd. v. Nottingham Construction Co., 57 So. 3d 1043

Amitech hired Nottingham to design-build a pipe-manufacturing facility in Baton Rouge; the Design-Build Contract was executed February 26, 2002.
Disputes over Nottingham's scope of work led to post-agreement negotiations resulting in a June 30, 2003 letter and a July 2, 2003 Program Management Agreement signed by Cormier as Amitech's President.
Amitech later sought to rescind the purported settlement on the ground that Cormier lacked authority; Nottingham sought enforcement of the settlement.
The trial court granted partial summary judgment rescinding the settlement, finding no written authority for Cormier to settle; Nottingham then pursued a merits trial.
At the merits trial, the court awarded Nottingham $893,520 after offsets; on appeal the First Circuit affirmed rescission of the settlement but amended the merits judgment to reflect a net favorable position for Amitech totaling $5,560 after setoffs.
The appellate court also determined Amitech owed damages for a fiduciary breach related to a real-estate transaction and allowed credits for certain dirt/work costs, while disallowing portions of the interior-work and early-completion bonus awards.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Enforceability of settlement via apparent authority	Nottingham claims apparent authority allowed settlement binding Amitech.	Amitech lacked written authorization; no putative mandate.	No apparent authority; lack of written authority defeats settlement enforceability.
Estoppel/detrimental reliance under art. 1967	Nottingham relied on Amitech's representations to its detriment.	Reliance unreasonable given required writing; art. 1967 not applicable.	Art. 1967 does not apply; reliance was unreasonable without writing.
Fiduciary duty between Amitech and Nottingham	Pre-contract dealings created fiduciary duties; Nottingham breached by real-estate related actions.	Contractual arms-length negotiations; no fiduciary breach.	Fiduciary duty existed in the real-estate transaction; damages awarded for breach.
Scope of work under the Design-Build Contract	Contract documents required interior electrical/mechanical work; not just shell.	Shell plus cost-plus items; interior work not within contract price.	Terms not clear; court’s interpretation supported by record; some interior-work expenses not recoverable.
Extra fill/site work and early completion bonus awards	Extra fill costs and early-completion credits were within contract scope or proper adjustments.	Costs outside the contract price; disputed credits improper.	Excavation/dirt credit reduced; early-completion bonus amount for pipe credits deemed manifestly erroneous.

Walton Constr. Co., L.L.C. v. G.M. Home & Co., Inc., 984 So. 2d 827 (La. App. 1 Cir. 2008) (apparent authority and putative mandatary concepts applied to principal-agent actions)
Carey Hodges Associates, Inc. v. Continental Fidelity Corp., 264 So. 2d 734 (La. App. 1 Cir. 1972) (notice of agent limits; party dealing with agent bound by statutory limitations)
East Tangipahoa Dev. Co., LLC v. Bedico Junction, LLC, 5 So. 3d 238 (La. App. 1 Cir. 2009) (reliance on oral promises when writing is required; reasonableness standard)
Morris v. Friedman, 663 So. 2d 19 (La. 1995) (writing requirement for certain promises; reasonableness of reliance typically limited)
Freeport-McMoRan, Inc. v. Transcontinental Gas Pipe Line Corp., 924 So. 2d 207 (La. App. 1 Cir. 2005) (contract interpretation and ambiguity; parol evidence admissible to clarify ambiguity)
Cajun Constructors, Inc. v. Fleming Const. Co., Inc., 951 So. 2d 208 (La. App. 1 Cir. 2006) (modification of written contracts by oral agreements; burden of proof on modification)
Rosell v. ESCO, 549 So. 2d 840 (La. 1989) (deference to credibility findings; manifest error standard)