Red Star Consultants, LLC v. Ferrara Fire Apparatus, Inc.
242 So. 3d 608
La. Ct. App.2018Background
- Red Star (US consultant) and Fepro (China-based distributor) sued Ferrara Fire claiming oral agreements to pay commissions/fees for sales and services related to four fire trucks sold in China. Plaintiffs alleged Ferrara received 90% of each purchase price and withheld 10% pending CCC (Chinese product) certification; plaintiffs say Ferrara ceased pursuing certification and refused payments.
- Plaintiffs sought $650,402 and dismissal of Ferrara's reconventional demand; trial court granted summary judgment in plaintiffs' favor (later adjusted to $576,436) and dismissed Ferrara’s counterclaims; judgment certified as final for appeal.
- Ferrara denied owing the claimed commissions to Red Star (contending commissions were owed only to Fepro), disputed amounts, asserted deductions for advances/shortages, and maintained plaintiffs had contractual responsibilities (e.g., pursuing CCC) and committed errors causing damages.
- Key documentary evidence included Ferrara "stripper sheets" and dealer cost analyses listing "Fepro Expenses and Commissions," plus deposition testimony from Ferrara personnel and plaintiffs' principals (Oubre and Tsai) describing oral arrangements and amounts.
- The appellate court reviewed the summary judgment de novo and held genuine issues of material fact exist regarding (1) existence/terms/amounts of any oral contracts (especially as to whether amounts on stripper sheets were Ferrara’s obligations to plaintiffs), and (2) responsibilities and causation relating to the CCC certification and alleged translation/errors supporting Ferrara’s reconventional demand.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Existence and amount of oral contracts/entitlement to $650,402 | Plaintiffs: stripper sheets, dealer cost forms, and affidavits corroborate oral agreements and amounts due | Ferrara: denies owing Red Star commissions, says only Fepro was dealer; disputes amounts and contends deductions/advances/shortages apply | Reversed — genuine factual disputes exist about existence, terms, and amounts; summary judgment awarding $576,436 cannot stand |
| Obligation to obtain CCC certification and payment condition | Plaintiffs: Ferrara agreed to pay cost of CCC and plaintiffs were to pursue certification | Ferrara: contends plaintiffs agreed to obtain CCC; Ferrara stopped active pursuit when certification appeared unattainable; dealer policy conditions commissions on full payment | Reversed — material facts (who had contractual duty, whether failure caused damages) are disputed and require credibility determinations |
| Reconventional demand for damages (translation/errors) | Plaintiffs: no evidence plaintiffs contractually bound to obtain CCC or caused damages | Ferrara: asserts plaintiffs/Oubre mistranslated documents and breached duties causing >$100,000 loss | Reversed — genuine issues of material fact preclude dismissal on summary judgment |
Key Cases Cited
- Kennedy v. Sheriff of East Baton Rouge, 935 So.2d 669 (La. 2006) (standard of appellate de novo review of summary judgment)
- Suire v. Lafayette City-Parish Consol. Government, 907 So.2d 37 (La. 2005) (corroboration requirement for oral contracts over $500 and self‑serving testimony limits)
- Jones v. Estate of Santiago, 870 So.2d 1002 (La. 2004) (burden shifting on summary judgment)
- Property Ins. Ass'n of Louisiana v. Theriot, 31 So.3d 1012 (La. 2010) (courts may not weigh credibility or determine disputed facts on summary judgment)
- Diversified Marine Servs., Inc. v. Jewel Marine, Inc., 222 So.3d 1008 (La. App. 1 Cir. 2017) (application of Suire corroboration principles to oral contract proof)