WILLIAM G. NAVARRE v. AIG PROPERTY CASUALTY COMPANY
No. 24-30639
United States Court of Appeals for the Fifth Circuit
July 10, 2025
Lyle W. Cayce Clerk
USDC No. 2:22-CV-1862
Before ELROD, Chief Judge, and KING and GRAVES, Circuit Judges.
JAMES E. GRAVES, Circuit Judge:
Appellant William Navarre alleges his house purchase included an assignment of post-loss insurance rights to pursue claims related to hurricane damage. Appellee AIG Property Casualty Company (AIG) contends that the assignment was not executed until seven months after Navarre filed suit, and after the relevant prescriptive period had already elapsed on his claims. Because we agree that Navarre lacked standing, we AFFIRM the district court‘s judgment.
BACKGROUND
Two hurricanes struck Lake Charles, Louisiana in August and October 2020, damaging the home of Bal and Rita Sareen. The Sareens filed a claim through their AIG homeowner‘s policy. AIG issued the Sareens payments totaling $392,466.52 and closed the file on January 21, 2021. The Sareens’ policy provided that any action against AIG must be brought within two years of a loss.
On May 8, 2021, Bal Sareen entered into a “buy-sell agreement” with William Navarre, agreeing to close the sale on or about June 30, 2021. The same day, they executed an addendum to their “buy-sell agreement” (“Addendum A“), agreeing to later “execute an Assignment & Power of Attorney which will contain an assignment by Seller to Buyer of the right to receive and collect insurance proceeds for any loss or damage” caused by Hurricanes Laura and Delta. On June 16, 2021, the Sareens
The Sareens and Navarre closed on the property on June 30, 2021, and the Sareens transferred their remaining insurance proceeds a few days later. Navarre testified that he never personally met the Sareens, they never spoke over the phone, and all discussions related to the property transaction were between agents.
Contrary to their agreements in Addendum A and the Side Letter, they did not create or execute the referenced “Assignment & Power of Attorney” at closing. Navarre believed the $205,000 was far from sufficient to repair the property, and his attorneys reached out to AIG to pursue his claim for further insurance proceeds.
On June 23, 2022, Navarre filed suit in the Western District of Louisiana to recover damages under the Sareens’ Louisiana Homeowner‘s policy, bringing state-law claims against AIG for breach of insurance policy, and breach of the statutory duty of good faith and fair dealing. He claimed he was the assignee as of May 8, 2021.
On January 3, 2023, the Sareens and Navarre executed a document entitled “Assignment of Post-Loss Insurance Claims & Limited Power of Attorney” (the “Assignment“). The Assignment stated that “Sellers hereby convey, transfer, and assign any and all rights, title and interest that Sellers may have in and to any insurance claims, . . . and to all insurance proceeds” resulting from Hurricanes Laura and Delta.
AIG filed a motion for summary judgment in August 2024, contending that Navarre lacked standing. The district court agreed with AIG, concluding Navarre was not the proper party to file suit on June 23, 2022, “because the assignment had not been executed and thus Navarre[] was not the assignee,” and the prescriptive period on any claims had run by the time the Assignment was executed.
This appeal followed. Navarre now contends that, although Addendum A and the Side Letter “may have contemplated the execution of further documents at the time of closing,” those documents themselves created a valid assignment of post-loss rights as of the closing date. According to Navarre, the January 2023 Assignment was executed “only out of an abundance of caution” and was “[un]necessary,” “superfluous, [and] duplicative.” He argues parol evidence may be used, in conjunction with the written contract, to deduce the parties’ intent. And, for the first time on appeal, he asserts that the parties created an independent oral assignment.
STANDARD OF REVIEW
Summary judgment is proper when “the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.”
DISCUSSION
Because this court sits in diversity, we apply the substantive law of the forum state, Louisiana. Wiley v. State Farm Fire & Cas. Co., 585 F.3d 206, 210 (5th Cir. 2009). The parties agree Louisiana law governs the interpretation of the buy-sell agreement and its supplemental documents.
Any action, however, “can only be brought by a person having a real and actual interest in that which he asserts.” Producing Manager‘s Co. v. Broadway Theater League, 288 So. 2d 676, 679 (1974) (citing
An assignee is “governed by the same prescriptive rules” as his assignor. TCC Contractors, Inc. v. Hosp. Serv. Dist. No. 3 of Par. of Lafourche, 2010-0685 (La. App. 1 Cir. 12/8/10), 52 So. 3d 1103, 1112. In TCC Contractors, Inc., a purported assignee of insurance rights, TCC, had not been assigned those rights on the day it filed suit—accordingly, it was not the proper party. Id. When the assignment was executed, TCC only acquired “those existing rights and causes of action that [the insurer] had as of that time.” Id. And, by that point, prescription had run on the claims. Id. at 1117. The Louisiana appellate court reasoned that the after-acquired assignment could not “operate retroactively to cure the plaintiffs’ deficient original petition and to bootstrap a timely right of action” against the insurer. Id. at 1113.
Louisiana law limits a party‘s right of action pursuant to an insurance contract to “twenty-four months . . . after the inception of the loss when the claim is a first-party claim,” and allows parties to contract for longer prescriptive periods.
Navarre does not contest the two-year prescriptive period or that an assignor-assignee relationship must exist when the purported assignee files suit. Rather, he contends a valid assignment did exist starting on the closing date, June 30, 2021. Accordingly, the main dispute centers on whether Addendum A or the Side Letter assigned post-loss insurance rights to Navarre. (To the extent Navarre alleges an independent oral assignment occurred, he forfeited any such contention by failing to present it in the district court. Rollins v. Home Depot USA, 8 F.4th 393, 397–98 (5th Cir. 2021).)
Under Louisiana law, “[t]he common intent of the parties to a contract is determined in accordance with the general, ordinary, plain and popular meaning of the words used in the contract.” Ochoa v. Aldrete, 21-632 (La. App. 5 Cir. 12/8/21), 335 So. 3d 957, 965. “Each provision in a contract must be interpreted in light of the other provisions so that each is given the meaning suggested by the contract as a whole.”
Navarre contends the plain language of Addendum A and the Side Letter, supported by outside evidence of party intent, created an assignment of post-loss rights as of June 30, 2021, the property closing date. AIG asserts that while an assignment was contemplated in Addendum A and the Side Letter, one was not created until January 3, 2023, when the parties executed the “Assignment & Power of Attorney.” Further, AIG argues parol evidence of party intent is inadmissible because the language in Addendum A and the Side Letter is clear.
Addendum A and the Side Letter each repeatedly reference a specific future document to be created and executed: the “Assignment & Power of Attorney.” Addendum A lists rights that the Assignment “will contain” upon execution, and notes that post-loss rights would be assigned “to the extent assignable.” The Side Letter contains the same language. Each document establishes that the Sareens would retain their rights until the Assignment was executed. And, although Addendum A and the Side Letter include a draft of an assignment, the draft is indented to indicate its separation from the rest of the document.
Neither the plain language in Addendum A, nor the plain language in the Side Letter, amount to a present assignment of rights. Instead, the assignment was subject to a suspensive condition: creation and execution of the “Assignment & Power of Attorney.” Campbell v. Melton, 2001-2578 (La. 5/14/02), 817 So. 2d 69, 76 (“A conditional obligation is one dependent on an uncertain event. If the obligation may not be enforced until the uncertain event occurs, the condition is suspensive.“) (quoting
Navarre contends the parties subjectively intended for an assignment to take effect at closing. But, whether the Sareens and Navarre intended an assignment or not, contract law principles forbid the court from looking into it. “[W]hen a clause in a contract is clear and unambiguous, the letter of that clause should not be disregarded under the pretext of pursuing its spirit, as it is not the duty of the courts to bend the meaning of the words a contract into harmony with a supposed reasonable intention of the parties.” Prejean v. Guillory, 2010-0740 (La. 7/2/10), 38 So. 3d 274, 279; see also Perfection Metal & Supply Co. v. Indep. Supply of N.O. Inc., 97-800 (La. App. 5 Cir. 1/14/98), 707 So. 2d 86, 90 (“[W]hen the words of a contract are clear and explicit and lead to no absurd consequences, no further interpretation may be made in search of the parties’ intent.“) (quoting
Navarre apparently concedes such clarity, repeatedly admitting in the district court and on appeal that Addendum A “contemplated the execution of further documents at the time of closing[.]” And he does not allege ambiguous language in his appellate brief, but rather the opposite: he states that “[t]he Side Letter Agreement could not be clearer,” and “unequivocally ‘set over, transferred, and assigned‘” post-loss rights. In an effort to reach this interpretation, Navarre relies on the Side Letter‘s “whereas” clauses. But, although recitals can be used to clarify the meaning of an ambiguous contract, “we
Navarre lacked standing to sue on June 23, 2022, because the Sareens had not assigned him their rights. See Producing Manager‘s Co., 288 So. 2d at 679. By the time the Assignment was finally executed, prescription had run. See
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For the reasons stated above, we AFFIRM the district court‘s judgment.