Schindler Elevator Corp. v. Long Property Holdings, L.L.C.
182 So. 3d 233
La. Ct. App.2015Background
- Long bought an office building with an existing Schindler maintenance contract held by the prior owner; Schindler proposed a new maintenance agreement and Long signed a 10‑year contract in Feb. 2009 (he contends he expected a 5‑year term).
- Long notified Schindler of a new on‑site contact (property manager David Little) and paid early invoices but later complained about missed/untimely services and inspections; Schindler’s sales rep (Gold) told Long Schindler would coordinate inspections.
- Long stopped payments in Feb. 2011 after telling Gold the relationship was over; Schindler claimed default and sought liquidated damages equal to half the remaining contract value under the written contract’s clause.
- Schindler produced unsigned service reports marked “NSA” and failed to produce underlying task lists requested in discovery; evidence showed limited access to the locked equipment room, calling into question whether required preventive maintenance occurred.
- Trial court found (1) not all service calls were made, (2) no meeting of the minds on contract term or inspection responsibility, and (3) the parties orally terminated the contract in Feb. 2011; it denied Schindler’s claim, denied Long’s reconventional rescission (as moot), and awarded Long attorney fees under the contract.
- On appeal the court affirmed: it found no manifest error in the trial court’s factual findings, held the contract could be orally terminated despite a written modification clause, found Schindler in default (barring liquidated damages), and awarded Long an additional $1,000 in appellate attorney fees.
Issues
| Issue | Schindler’s Argument | Long’s Argument | Held |
|---|---|---|---|
| 1. Whether the contract was terminated by oral agreement | Gold was only a salesman; oral talk insufficient to modify/terminate a written contract that requires written modification | Long relied on communications with Gold; Gold’s assent and lack of objection constituted termination | Affirmed trial court: oral termination proven by preponderance; parol evidence admissible to show subsequent oral modification/termination |
| 2. Whether Schindler proved entitlement to liquidated damages for early termination | Contract’s liquidated‑damages clause entitles Schindler to one‑half remaining contract value | Long argued Schindler defaulted by failing to perform required services, barring recovery | Held Schindler defaulted (service reports unsigned, no access to equipment room, missing task lists); liquidated‑damages claim denied |
| 3. Adverse inference for failure to produce task lists in discovery | Schindler contested the presumption and contested the weight of missing records | Long sought an adverse presumption; argued records likely would not help Schindler | Trial court permissibly drew an adverse inference; appellate court found no manifest error in that credibility/weight determination |
| 4. Attorney fees and costs on appeal | Schindler opposed additional fee award | Long sought fees under the contract’s prevailing‑party clause for trial and appeal | Court affirmed fee award to Long and granted $1,000 additional appellate fees; costs assessed to Schindler |
Key Cases Cited
- Rosell v. ESCO, 549 So.2d 840 (La. 1989) (appellate review of trial court factual findings limited to manifest error standard)
- Stobart v. State, through DOTD, 617 So.2d 880 (La. 1993) (appellate court defers to trial court credibility and factual inferences)
- Torrey v. Simon‑Torrey, Inc., 307 So.2d 569 (La. 1974) (parol evidence admissible to prove oral modification or revocation of a written contract by mutual consent)
- Salley v. Louviere, 162 So. 811 (La. 1935) (oral modification of written acts may be proven under appropriate circumstances)
- Four Rivers Gaming, Inc. v. Reliable Amusement Co., 737 So.2d 938 (La. App.) (party claiming modification must prove facts by preponderance)
- Monroe v. Physicians Behavioral Hosp., LLC, 147 So.3d 787 (La. App.) (contracts not required to be written may be orally modified; parol evidence admissible)
- Drive Pipeline Co. v. Cadeville Gas Storage, LLC, 150 So.3d 492 (La. App.) (whether an oral agreement modified a written contract is a question of fact)