Carmichael v. Bass Partnership
95 So. 3d 1069
La. Ct. App.2012Background
- This appeal concerns oil and gas remediation claims arising from the Hebert No. 1 Well and related properties.
- Bass sought defense, indemnity, and cost reimbursement from Cullen under a 2000 assignment and Letter Agreement.
- The Carmichaels’ suit against Bass triggered Bass’s third‑party demand against Cullen for indemnity.
- The trial court granted Cullen summary judgment, limiting indemnity to ownership/title obligations and excluding location restoration.
- The court found the Letter Agreement ambiguous and subject to parol evidence, reversing on appeal.
- The appellate court remanded for further proceedings consistent with its reasoning and denied Cullen’s supervisory writ as moot.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Is the Letter Agreement ambiguous on Cullen’s indemnity scope? | Bass argues indemnity covers location restoration and related costs. | Cullen contends indemnity covers only ownership/title obligations. | Ambiguous; summary judgment improper; parol evidence permissible. |
| Does Cullen's indemnity extend to costs arising before the effective date? | Bass seeks costs for defense and settlement prior to transfer. | Cullen argues only pre‑effective‑date protections, not restoration costs. | Ambiguity requires factual inquiry; not limited to title problems. |
| Should the court distinguish location restoration from damages? | Bass’s defense costs and restoration obligations fall within indemnity. | Indemnity limited to ownership issues; restoration not included. | Trial court erred; necessary to determine true intent and scope. |
| Was the trial court correct to rely on a strict reading of 'ownership' to limit liability? | Reading should not foreclose broader indemnity. | Language limits indemnity to ownership-related claims. | Insufficient to resolve; ambiguity requiring parol evidence. |
Key Cases Cited
- CLK Co., L.L.C. v. CXY Energy, Inc., 972 So.2d 1280 (La.App. 3 Cir. 2007) (contract interpretation and ambiguity; parol evidence)
- Sloane v. Davis, 619 So.2d 585 (La.App. 3 Cir. 1993) (ambiguous terms; extrinsic evidence allowed to ascertain intent)
- Blanchard v. Pan‑OK Prod. Co., Inc., 755 So.2d 376 (La.App. 2 Cir. 2000) (contracts involving immovable property; ambiguous intent analysis)
- CLK Company, L.L.C., v. CXY Energy, Inc., 972 So.2d 1280 (La.App. 3 Cir. 2007) (see above (duplicate citation in text))
- Soileau v. D & J Tire, Inc., 702 So.2d 818 (La.App. 3 Cir. 1997) (contract interpretation and material facts)
- Magnon v. Collins, 739 So.2d 191 (La. 1999) (summary judgment standards; de novo review)