John Paul Sapir, LLC v. Yum! Brands, Inc.
106 So. 3d 646
La. Ct. App.2012Background
- Lease agreement executed in 1991 between Taco Bell and Eddie L. Sapir Inter Vivos Trust #1 (predecessor of Sapir, LLC) granting use of Sapir Property for Taco Bell parking and traffic flow,”
- Sapir Property adjacent to Taco Bell Restaurant #2337, with no actual restaurant on site, comprising parking and driveway access for patrons to Broad Street.
- Post-Katrina, Taco Bell did not reopen; in 2005 it notified termination of the Lease; Sapir Trust sues to enforce lease and continue rent payments.
- The Sapir Property was transferred to John Paul Sapir, LLC; in 2008 settlement Taco Bell paid past due rent and left Lease in effect; in 2009 Taco Bell assigned Lease rights to Tulane, which used the property as a parking lot.
- Tulane has not operated a Taco Bell restaurant on the Sapir Property since assignment; Sapir LLC sued for breach arguing the Lease required Taco Bell to operate a Taco Bell restaurant on site.
- District court granted Taco Bell’s Motion for Summary Judgment, concluding no breach and no ambiguity; Sapir appeals seeking reversal.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Does the Lease require operation of a Taco Bell restaurant on the Sapir Property? | Sapir argues the intent was exclusive to a Taco Bell restaurant and prohibits other uses. | Taco Bell argues the Lease unambiguously permits use as a parking lot with assignability, not requiring a restaurant. | No; Lease does not require a Taco Bell restaurant to operate on site. |
Key Cases Cited
- Carter v. BRMAP, 591 So.2d 1184, 591 So.2d 1184 (La.App. 1st Cir.1991) (ambiguity and intent issues in contract interpretation)
- Schroeder v. Board of Supervisors of Louisiana State University, 591 So.2d 342 (La.1991) (summary judgment standard and de novo review)
- Corbello v. Iowa Prod., 850 So.2d 686, 850 So.2d 686 (La.2008) (meaning of contract terms; extrinsic evidence governed by articles 1848-1849)
- Ortego v. State, Through the Dep’t of Trans. & Develop., 689 So.2d 1358, 689 So.2d 1358 (La.1997) (extrinsic evidence admissibility; contract interpretation)
- Campbell v. Melton, 817 So.2d 69, 817 So.2d 69 (La.2002) (cannot rewrite contract to create ambiguity where none exists)