110 So. 3d 1107
La. Ct. App.2013Background
- Plaintiffs are C & V Enterprises, Riverbend Shell, and Victory Fuel Enterprises, former Shell-brand lessees with supply contracts and leases against LB&P (LBP).
- LBP allegedly overcharged under supply contracts by not passing on certain tax credits to plaintiffs.
- LBP raised an exception of no right of action arguing plaintiffs assigned all rights under the contracts, leaving no rights to sue for pre-assignment breaches.
- Trial court found the assignments were unambiguous and total, and barred parol evidence.
- Court reversed, holding the assignment language did not expressly assign plaintiffs’ pre-assignment personal rights to sue.
- This action is remanded for proceedings consistent with the opinion.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the rights to sue pre-assignment breaches are assignable. | Plaintiffs claim rights to sue for pre-assignment breaches are personal and not assignable. | LBP argues assignments of all rights included all contract rights, precluding personal claims. | Rights to sue pre-assignment breaches are not clearly assigned; issue must be decided against no-right-of-action. |
| Whether parol evidence was admissible to clarify assignment terms. | Plaintiffs sought to introduce parol evidence to show intent of assignments. | LBP argued parol evidence was improper as assignment terms were unambiguous and parties not in agreement. | Parol evidence issue moot because assignments were not unambiguously inclusive of personal pre-assignment rights. |
Key Cases Cited
- Louisiana State Bar Ass’n v. Carr and Associates, Inc., 15 So.3d 158 (La.App. 1 Cir. 2009) (no-right-of-action standard; capacity to sue determined de novo)
- Caro Properties, LLC v. City of Gretna, 3 So.3d 29 (La.App. 5 Cir. 2008) (assignment of rights can be full and not strictly personal; supports plaintiffs’ position)
- Eagle Pipe and Supply, Inc. v. Amerada Hess Corp., 79 So.3d 246 (La. 2011) (subsequent purchaser generally lacks rights for pre-purchase damages absent explicit assignment or subrogation)
- Brandner v. Staf-Rath, L.L.C., 64 So.3d 812 (La.App. 5 Cir. 2011) (parol evidence admissible to clarify ambiguity when terms susceptible to more than one interpretation)
- Sequoia Venture No. 2, Ltd. v. Cassidy, 968 So.2d 806 (La.App. 2 Cir. 2007) (contract interpretation focuses on common intent; ambiguity allows parol evidence)