[sin this suit, plaintiffs, C & V Enterprises, Inc., Riverbend Shell, Inc., and Victory Fuel Enterprises, L.L.C., all former Shell-branded retail service station lessees who had gasoline supply contracts and leases with the owner of the stations, defendant, LavigneBaker Petroleum, L.L.C. (“LBP”), sued defendant for damages for alleged breach of contract, unjust еnrichment, and violations of the Louisiana Unfair Trade Practices Act, La. R.S. 51:1401 et seq.
ASSIGNMENTS OF ERROR
In their first assignment of error, plaintiffs argue that the trial court erred in maintaining LBP’s exception of no right of action, and in dismissing all claims of plaintiffs. In this assignment, plaintiffs essentially claim that their rights to sue LBP for damages arising from the breach of the supply contracts are strictly personal, and therefore were not assignable as a matter of law. Plaintiffs also appear to argue alternatively that the rights wеre personal in nature (not strictly personal) and could not be assigned unless the assignments were express. Plaintiffs also argue that because the assignment agreements failed to mention these rights, they were accordingly not expressly assigned therein to the new lessees, and thus were retained by plaintiffs.
In their second assignment of error, plaintiffs argue that the trial court erred in denying the admission of parol evidence in the testimony of plaintiffs representative, John K Roberts, III, to explain the terms of the assignment agreements. As part of this assignment, plaintiffs also argue that the trial court erred in allowing LBP to objeсt to the admission of the parol evidence testimony, as it lacked standing to object because it was not a party to the assignment agreements.
J¿FIRST ASSIGNMENT OF ERROR— Exception of No Right of Action
A peremptory exception pleading the objection of no right of action tests whether the plaintiff has any interest in judicially enforcing the right asserted. Simply stated, the objection of no right of action tests whether a particular plaintiff, as a matter of law, has an interest in the claim sued on. Louisiana State Bar Ass’n v. Carr and Associates, Inc.,
La. C.C.P. art. 698, a procedural article that concerns the capacity to sue, states that an incorporeal right which has been assigned, whether unconditionally or conditionally for purposes of collection or security, shall be enforced judicially by the assignor and the assignee, when the assignment is partial, or the assignee, when the entire right is assigned.
La. C.C. art. 2642 provides that any right may be assigned except those pertaining to obligations that are strictly personal. Whether an obligation is strictly personal is defined in La. C.C. art. 1766, which provides:
An obligation is strictly personal when its performance can be enforced only by the obligee, or only against the obligor.
When the performance requires the special skill or qualification of the obli-gor, the obligation is presumed to be strictly personal on the part of the obli-gor. All obligations to perform personal services are presumed to be strictly personal оn the part of the obligor.
When the performance is intended for the benefit of the obligee exclusively, the obligation is strictly personal on the part of that obligee.
La. C.C. art. 1765 defines “heritable” or “transferable” obligations as follows:
IfiAn obligation is heritable when its performance may be enforced by a successor of the obligee or against a successor of the obligor.
Every obligation is deemed heritable as to all parties, except when the contrary results from the terms or from the nature of the contract.
A heritable obligation is also transferable between living persons.
Accordingly, this Court must first consider the nature of plaintiffs’ rights under the supply contracts and whether those rights were subject to assignment.
Both parties cite Eagle Pipe and Supply, Inc. v. Amerada Hess Corp., 10-2267 (La.10/25/11),
LBP also cites Caro Properties, supra, wherein this Court held that an agreement
At least one court has found that supply contracts contain рersonal, heritable obligations, rather than strictly personal obligations, and are, hence, assignable. In Re Cajun Elec. Power Co-op., Inc., (Bkrtcy.M.D.La.1999),
Given the nature of the supply contracts and the rights and obligations contained therein, we find that they are not strictly personal in nature, and therefore may be assigned.
The next question thence is: In the assignment agreements, did plaintiffs assign the causes of action sued upon herein — the right to sue for any alleged breaches of the covenants, duties, and obligations arising under the contracts occurring prior to execution of the assignments — to the assignees (the new lessees of the stations)?
| sThe interpretation of a contract is the determination of the сommon intent of the parties. La. C.C. art.2045. For purposes of interpreting a contract, a contract is “ambiguous” when it lacks a provision bearing on the issue, its written terms are susceptible to more than one interpretation, there is uncertainty as to its provisions, or the parties’ intent cannot be ascertained from the language used. Sequoia Venture No. 2, Ltd. v. Cassidy, 42,-426 (La.App. 2 Cir. 10/10/07),
Three assignment agreements were introduced into evidence by LBP.
..., Assignor does hereby assign, transfer, set over and convey unto As-signee, all of Assignor’s rights, title and interest, as Purchaser or Lessee in and to the fоllowing described contracts ... (hereinafter sometimes collectively referred to as the “Contracts”), to wit:
*1112 [The “following described contracts” mentioned above are the Contract of Sale (Branded), where Assignors had the status/capacity as Purchasers, and the Station Lease contraсt, where Assignors had the capacity as Lessees.]
|nTo have and to hold the same unto Assignee, its successors and assigns, forever.
Assignee hereby acknowledges and it hereby assumes the Contracts and agrees that it shall be hable to [LBP], the current Seller or Lessor under the Contracts, and its successors and аssigns, to perform and comply with each and every one of the covenants, duties, and obligations of Purchaser or Lessee arising under the contracts on and after the Effective Date of this Assignment. Assignor hereby acknowledges that it remains liable for every one of the covenants, duties, and obligatiоns of Purchaser or Lessor arising under the Contracts and is not released from any obligations arising under the Contracts .... Assignor and Assignee hereby further acknowledge and agree that upon execution of this Assignment and continuing for the remainder of the term of the Contracts, they shall each be jointly, severally and solidarily liable and responsible to LBP for the full, faithful and timely performance and discharge of each and every covenant, duty, and obligation of Purchaser or Lessee under the Contracts.
The Assignor and Assignee acknowledge that the assignment of the Contracts contained herein will not be effective until LBP executes a Consent to Assignment.
(Emphasis added.)
Although the first sentence of the language quoted above states that Assignors (plaintiffs) assigned “all of Assignor’s rights, title and interest, as Purchaser or Lessee in and to the following described contracts ... ”, plaintiffs argue that later language in the assignment agreements, also quoted above, limits or curtails their assignment of rights. They argue that the later language — that plaintiff(s) shall remain “liable for every one of the covenants, duties, and obligations of Purchaser or Lessor arising under the Contracts and is not released from any obligations arising under the Contracts” — had the effect of retaining to them the rights to sue for any alleged breaches of those covenants, duties, and obligations arising under the contracts occurring prior to execution of the assignments.
We find that the language assigning each assignor’s rights as purchaser “in and to the ... contracts” unambiguously includes all future rights and obligations [ mthat arise under the contrаcts. The assignment agreements are, however, unambiguously silent on the issue of whether assignors also assigned their personal rights that are the causes of action involved in this case — the right to sue for any alleged breaches of the covenants, duties, and obligations arising under the contracts occurring prior to execution of the assignments. In the face of this silence, this Court should not infer that plaintiffs intended to also transfer these personal rights to the assignees of the contracts. La. C.C. art.2051. Plaintiffs’ rights of action to sue for alleged violations of the contracts occurring prior to execution of the assignments are plaintiffs’ personal rights that accrued to them prior to execution of the assignments. We find that these causes of action are distinct from plaintiffs’ rights “in and to” their future rights and obligations arising under the contracts that were clearly assigned by plaintiffs in the assignments.
We also find that Caro Properties, supra, actually supports plaintiffs’ position.
Finding for the foregoing reasons that plaintiffs have a right of action to sue LBP for any alleged breaches of the covenants, duties, and obligations arising | n under the contracts occurring prior to execution of the assignments, we reverse the trial court’s grant of LBP’s exception of no right of action.
SECOND ASSIGNMENT OF ERROR— Parol Evidence Issues
In this assignment of error, plaintiffs argue that the trial court erred in finding the assignment аgreements unambiguous and therefore in not allowing them to introduce parol evidence to explain the terms of the assignment agreements. In this assignment of error, plaintiffs also argue that the trial court erred in allowing LBP to object to the introduction of the parol evidence testimony at issue (the tеstimony of Mr. Roberts), as it lacked standing to object because it was not a party to the assignment agreements. Because we have found that the assignment agreements were not ambiguous, in that they did not specifically include assignments of plaintiffs’ personal rights to sue for alleged violations of the cоntracts occurring prior to execution of the assignments, it is of no moment that the trial court did not allow plaintiffs to introduce parol evidence to explain the terms of the assignment agreements.
CONCLUSION
For the reasons assigned herein, we reverse the trial court’s grant of LBP’s exception of no right of аction. We remand the matter for proceedings consistent with this opinion.
REVERSED
Notes
. The plaintiff entities are all owned by John K. Roberts, III.
. The assignment agreements were executed in April of 2011. Plaintiffs filed this suit against LBP in May of 2011.
. The issue involved in Eagle Pipe was "whether a subsequent purchaser of property has the right to sue a third party for non-apparent property damages inflicted before the sale in the absence of the assignment of or subrogation to that right." In answering this issue, the majority opinion in Eagle Pipe found that "the fundamental principles of Louisiana property law compel the conclusion that such a right of action is not permitted under the law.” Eagle Pipe, supra, at 252.
. As this Court pointed out in Caro Properties, there are some rights of action that cannot be transferred through assignment or subrogation, such as the right to sue for personal injury, but those are not applicable in this case. Caro Properties, supra, at 33-34.
. Each plaintiff is an assignor of its particular supply contract and contract of lease to its successor purchaser and lessee, who are not patties to this suit.
. Mr. Roberts' testimony, which was proffered by plaintiffs, basically stated that when negotiating the contracts, the parties "did not mention” the breach of contract rights that plaintiffs now seek to enforce against LBP. He also testified that after the assignment of rights, plaintiffs and LBP continued to account to each other for all pre-assignment trade balances.