Couvillion Group, L.L.C. v. Plaquemines Parish Government

Supreme Court of Louisiana
April 27, 2020
Clerk of Court
For the Court
The Supreme Court of the State of Louisiana
COUVILLION GROUP, L.L.C.
VS.
PLAQUEMINES PARISH GOVERNMENT
No.2020-C-00074
_ _ _ _ _ _
IN RE: Prof
essional Engineering Consultants Corporation - Applicant Third Party;
Applying For Writ Of Certiorari, Parish of Plaquemines, 25th Judicial District Court
Number(s) 61-918, Court of Appeal, Fourth Circuit, Number(s) 2019-CA-0564;
_ _ _ _ _ _
April 27, 2020
Writ application granted. See per curiam.
JHB
JLW
JDH
SJC
JTG
WJC
04/27/2020 "See News Release 013 for any Concurrences and/or Dissents."

04/27/20
S
UPREME COURT OF LOUISIANA
No
. 2020-C-0074
COUVILLION GROUP, LLC
VE
RSUS
PL
AQUEMINES PARISH GOVERNMENT
O
N WRIT OF CERTIORARI TO THE COURT OF APPEAL, FOURTH
CIRCUIT, PARISH OF PLAQUEMINES
PE
R CURIAM:
P
laquemines Parish Government contracted with Couvillion Group, LLC, as
general contractor, for a public works project at Port Eads. In a separate , unrelated
contract, Plaquemines hired Professional Engineering Corporation (“PEC”) as the
project’s engineer. During the course of the project, P laquemines stopped
Couvillion’s work to address design issues related to the elevation of a tank. PEC
did not design the elevation of the tank and was wholly uninvolved in this portion of
the project.
Plaquemines ultimately authorized the project to continue, accept ed
substantial completion of the work and tender ed payment. Couvillion then
demanded contractual delay damages for the period the project was stopped. In
response, Plaquemines consulted PEC regarding whether delay damages were owed
and, if so, what amount to pay. PEC recommended payment of $1 ,045,211.
Plaquemines rejected PEC’s recommendation and chose not to pay any delay
damages.

2

Couvillion sued Plaquemines for the delay damages. P ursuant to Louisiana
Code of Civil Procedure article 1111, Plaquemines filed a third party demand against
PEC asserting contractual indemnity under a provision in the original engineering
contract between Plaquemines and PEC, wherein PEC agreed to “indemnify and
hold harmless [Plaquemines] against any and all claims asserted by any party for
loss of life or injury or damages to person or property.” PEC filed a n exception of
no cause of action, relying on the language of both L ouisiana Code of Civil
Procedure article 1111 and the contractual indemnity provision. T he trial court
granted the exception and dismissed the claims against PEC . The court of appeal
reversed and reinstated the claims. Judge Lobrano dissented concluding that
Plaquemines’ alleged liability to Couvillion arose from the Couvillion construction
contract, to which PEC was not a party. Judge Lobrano further noted PEC had no
design responsibility for the elevation of the tank and the alleged delay damages
attributed to that design were incurred before PEC was consulted by Plaquemines.
Louisiana Code of Civil Procedure article 1111 provides, “The defendant in a
principal action by petition may bring in any person, including a codefendant, who
is his warrantor, or who is or may be liable to him for all or part of the principal
demand.” Here, PEC is no t Plaquemines’ warrantor. Neither is PEC liable to
Plaquemines for any part of Couvillion’s principal demand. The principal demand
asserts Plaquemines’ negligence performing the Couvillion construction contract
gives rise to contractual delay damages. T here is no assertion by either Couvillion
or Plaquemines that PEC caused any part of the delay damages claimed under the
Couvillion construction contract. PEC’s only involvement relates to its
recommendation to Plaquemines made after the events giving rise to the delay
damages. As observed by Judge Lobrano, Couvillion’s claims against Plaquemines
are too “attenuated” from Plaquemines’ claims against PEC to support the third party
demand under Louisiana Code of Civil Procedure article 1111.

3

We also find no cause of action for contractual indemnity. The engineering
contract requires PEC to indemnify Plaquemines for “damages to . . . property .”
Neither the claims asserted by Couvillion against Plaquemines in the principal
demand, nor by Plaquemines against PEC in the third party demand, involve damage
to property. Rather, Plaquemines argues, and the court of appeal agreed, that
“damages to . . . property” includes economic-only losses. We find that definition
overly broad.
Words and phrases used in a contract must be given their plain, ordinary, and
generally prevailing meaning, unless the words have acquired a technical meaning.
La. C.C. art. 2047. Additionally, when 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. La. C.C. at. 2046. We find use of the term “damages to . . .
property” in the indemnity provision does not require a search for the parties’ intent,
as the term has a plain, ordinary, and generally prevailing meaning, which is physical
damage to tangible property. See Stewart Interior Contractors, L.L.C. v. Metalpro
Indus., L.L.C., 2007-0251 (La. App. 4 Cir. 10/10/07), 969 So. 2d 653, 661 (defining
“property damage” as “physical damage to tangible property”); see also Borden, Inc.
v. Howard Trucking Co. , 454 So. 2d 1081, 1090 (La. 1983): (acknowledging
“property damage” was not defined in the insurance policy, but finding “common
sense dictates that it means damage to tangibl e property . . . and not consequential
losses arising from loss of use of damaged property.”)
Expanding that common usage to include economic -only losses without any
relation to physical damage is neither warranted nor supported by law. See Lawyer
v. Kountz, 97-2701 (La. App. 4 Cir. 7/29/98), 716 So. 2d 493, 498, writ denied, 98-
2290 (La. 11/13/98), 731 So. 2d 264 . Our adoption of the generally prevailing
definition also aligns with the strict interpretation required for indemnity provisions.

4

See Berry v. Orleans Parish School Board, 2001-3283 (La. 6/21/02), 830 So.2d 283,
285 (Indemnity agreements are strictly construed). We reject the broader
interpretation suggested by Plaquemines that would include economic -only losses
within the definition of “damages to . . . property.”
We similarly conclude that indemnification for “any and all claims” as
provided for in the engineering contract does not cover losses allegedly caused by
the sole negligence of Plaquemines. Again, PEC had nothing to do with the work
stoppage that gave rise to Couvillion’s claim for contractual delay damages.
Requiring PEC to indemnify Plaquemines for damage related to the work stoppage
would result in Plaquemines being indemnified for its sole fault. Use of the phrase
“any and all claims ” does not expressly provide indemnity to Plaquemines for its
sole negligence, nor does it reflect the required specificity to trigger such indemnity.
Berry, 830 So.2d at 285. See also, Ponder v. SDT Waste & Debris Servs., L.L.C. ,
2015-1656 (La. App. 1 Cir. 8/16/17), 2017 WL 3498159.
The ruling of the court of appeal is reversed and va cated. The judgment of
the district court granting PEC’s exception of no cause of action is reinstated.
REVERSED AND RENDERED.