Chickasaw Marine Services, LLC v. Ladnier
1:23-cv-00232
S.D. Ala.Apr 14, 2025Background
- Plaintiffs Haney, Kinzeler, and Salacia sought to purchase commercial property with the intent of operating a business (Chickasaw Marine Services, LLC, "CMS") on it; initial financing failed, requiring their solicitation of funding from Defendant Ladnier.
- An informal agreement was reached in which Ladnier would provide financing with reimbursement terms (monthly payments) and eventual shared ownership among the parties; however, the agreement was not reduced to writing.
- CMS was formed and began operating on the property, with Ladnier participating in various operational capacities, including financial and management decisions; payments toward the property and operations were made as outlined in the agreement.
- Subsequently, Ladnier changed his position, seeking instead to be only a landlord, demanded lease payments, and ultimately sought to evict Plaintiffs and deny them rights to the property.
- Plaintiffs brought claims for specific performance, fraudulent misrepresentation, and unjust enrichment, while Defendants (now property title holders) counterclaimed for trespass, conversion, unjust enrichment, and slander of title.
- Both parties moved for summary judgment; the court provided a detailed ruling on these cross-motions.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Existence/Enforceability of Contract | There was a valid verbal agreement and essential terms were agreed upon | No mutual assent/certain essential terms; agreement is too indefinite | Genuine issue of material fact; summary judgment denied for Defendants |
| Statute of Frauds | Exceptions apply: part performance, partial payment, and transfer of possession | Statute of Frauds bars enforcement: agreement concerns land, not written, cannot be performed in a year | Exceptions apply; agreement could be within one year/partial payment made |
| Breach of Contract | No breach—payments were tendered as soon as revenue allowed and Ladnier withdrew funds | Plaintiffs breached by failing to pay required monthly amounts | No breach on Plaintiffs' part, based on terms and performance shown |
| Trespass/Conversion/Slander of Title (Counterclaims) | Haney/Kinzeler acted only as CMS members; permission to occupy; slander not possible with colorable claim | Individual liability for Haney/Kinzeler; unauthorized occupancy/use; lis pendens improper | Summary judgment for Plaintiffs on claims against Haney/Kinzeler individually & conversion/slander of title, but denied for trespass and conversion of drydock |
Key Cases Cited
- Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (summary judgment standard)
- Celotex Corp. v. Catrett, 477 U.S. 317 (summary judgment burden)
- Ex parte Grant, 711 So. 2d 464 (Ala. 1997) (elements of contract formation)
- White Sand Grp., L.L.C. v. PRS II, LLC, 998 So. 2d 1042 (Ala. 2008) (essential terms for contract enforceability)
- Hooper v. Columbus Reg'l Healthcare Sys., 956 So. 2d 1135 (Ala. 2006) (elements of breach of contract)
- Folmar v. Empire Fire & Marine Ins. Co., 856 So. 2d 807 (Ala. 2003) (elements of slander of title)
- Covington v. Exxon Co., U.S.A., 551 So. 2d 935 (Ala. 1989) (conversion requirements)