Estate of George Salicos v. Trevor Wyatt Richard

NOT DESIGNATED FOR PUBLICATION

STATE OF LOUISIANA
COURT OF APPEAL, THIRD CIRCUIT

21-48

ESTATE OF GEORGE SALICOS, ET AL.

VERSUS

TREVOR WYATT RICHARD

**********

APPEAL FROM THE
FOURTEENTH JUDICIAL DISTRICT COURT
PARISH OF CALCASIEU, NO. 2016-997
HONORABLE ROBERT LANE WYATT, DISTRICT JUDGE

**********

CANDYCE G. PERRET
JUDGE

**********

Court composed of Candyce G. Perret, Sharon Darville Wilson, and Charles G.
Fitzgerald, Judges.

AFFIRMED.

Annette Fuller Roach
Michael Roach
Roach & Roach, APLC
Post Office Box 1747
Lake Charles, LA 70602
(337) 436-2900
COUNSEL FOR PLAINTIFF/APPELLANT:
Estate of George Salicos through Karen Salico, Administratrix
Karen Salicos

Walter Marshall Sanchez
The Sanchez Law Firm, L.L.C.
1200 Ryan Street
Lake Charles, LA 70601
(337) 433-4405
COUNSEL FOR DEFENDANT/APPELLEE:
Trevor Wyatt Richard

PERRET, Judge.

This appeal originates from a suit for breach of contract between George

Salicos, deceased, and Trevor Richard, Appellee-Defendant. After a trial on the

merits, the trial court rendered judgment in favor of Appellee, dismissing

Appellants’ demands with prejudice. Thereafter, the trial court denied Appellants’

motion for new trial. On appeal, we affirm.

FACTUAL AND PROCEDURAL BACKGROUND:

George Salicos owned and operated Cajun Deelite, LLC (“Cajun Deelite”),

which contracted with local businesses to provide and service frozen drink

machines. Based on the record, Mr. Salicos came into some financial troubles and

decided to sell Cajun Deelite’s equipment and customer accounts. It is undisputed

that Mr. Salicos and Appellee signed a Bill of Sale on January 28, 2011, wherein

Mr. Salicos sold, and Appellee agreed to buy, “46-Frozen Drink Machines,

Replacement parts, Syrup Inventory, [and] Existing Customer Accounts

(Goodwill)” for a total of $125,000.00. Appellee was to make an initial $5,000.00

payment and then pay the balance in thirty $4,000.00 installments due on the first

of each month, beginning on March 1, 2011. The parties agree that the initial

down payment as well as payments until July 1, 2011, were made.

The parties further agree that an Addendum to Bill of Sale was signed on

July 1, 2011, providing for the potential amendment of the original Bill of Sale. In

the Addendum, the parties acknowledge that $104,000.00 remains as a balance

owed by Appellee. However, in the Addendum Mr. Salicos offers Appellee a

discount of $30,000.00 if he “can obtain the necessary financing from a lending

institution, be that institution a public bank, public lender, or from private

financing to pay the total sum of new price.” The Addendum continues: “New sale

price if Buyer is able to obtain financing will be Seventy-Four Thousand Dollars

($74,000).” It is undisputed that Appellee was unable to obtain financing for

$74,000.00. These facts, as mentioned above, appear to be all that the parties agree

on regarding the sale.

Mr. Salicos died in February of 2012, without notifying his wife of his

financial troubles or that he sold Cajun Deelite’s equipment and customer accounts

to Appellee. Following his death, Mrs. Salicos found two notes indicating

Appellee owed Mr. Salicos either $50,400.00 or $50,600.00 for the January 2011

sale. The notes were not dated. After a demand was made on Appellee, Mrs.

Salicos initiated this lawsuit for breach of contract as the appointed administratrix

of Mr. Salicos’s estate, as well as in her own right.

Appellee answered the petition and set forth the affirmative defense of

extinguishment. Appellee asserted that Mr. Salicos approached him regarding the

sale of Cajun Deelite equipment and accounts due to his financial distress.

Appellee further asserted that, after the Bill of Sale was entered, it was Mr. Salicos

who again approached Appellee in July 2011, seeking to discount the sale price to

quickly obtain funds. In addition to the Addendum, Appellee asserts that his

father, Preston Richard, executed a loan document with Mr. Salicos, lending him

$8,000.00. When Appellee could not get approved for the discounted sum, Mr.

Salicos provided Appellee a banking contact. Thereafter, Appellee was approved

for financing but could not obtain the discounted sale price Mr. Salicos sought.

Despite this fact, Appellee asserted that on October 28, 2011, Mr. Salicos accepted

a $32,000.00 check,1 $3,500.00 in cash,2 and permitted Appellee to pay off his debt

1
The returned check was admitted into evidence. The check was written out to Mr.
Salicos and contained in the memo section: “purchase of Cajun Deelite/$3,5000.00 Balance

2

to Preston Richard in the amount of $19,000.00, 3 all in full satisfaction and

extinguishment of the Bill of Sale. Appellee concludes: “The actions of defendant

on October 28, 2011[,] not only extinguished his obligation due Salicos originating

in the Addendum to Bill of Sale, but also extinguished the obligations due Preston

Richard by Salicos.”

Appellee further testified at trial regarding the Loan Agreement, which was

entered into evidence. Under the agreement, Preston Richard would loan Mr.

Salicos $8,000.00 “along with [Appellee’s] payment of Four Thousand Dollars

($4,000).” Appellee testified that he does not recall if the $4,000.00 was in

addition to the July 1st monthly payment that was due. The Loan Agreement

continues:

Borrower [Mr. Salicos] agrees that upon [Appellee’s]
obtainment of financing for the total sum of Seventy-Four Thousand
Dollars ($74,000) from lending institution which will be paid to [Mr.
Salicos] to satisfy the ADDENDUM TO BILL OF SALE. Borrower
shall give to Lender [Preston Richard] the total sum of Nineteen
Thousand Dollars ($19,000) in a single payment within two weeks of
receiving funds from lending institution.

If financing is not obtained by [Appellee] from lending
institution by any fault of Borrower, Borrower shall in return be
responsible for full payment in the amount of Twelve Thousand
Dollars ($12,000) to Lender. Borrower agrees that he has fully
disclosed all information pertaining to BILL OF SALE with
[Appellee].

remaining (equipment only).” The check was endorsed by Mr. Salicos as well as by another
signature.
2
Appellee admitted into evidence a check written out to him in the amount of $3,300.00,
which he testified he cashed and gave the amount plus an additional $200.00 cash to Mr. Salicos
on October 28, 2011.
3
A check from Appellee to his mother was admitted into evidence and contained in the
memo section: “Payoff for George Salicos debt.” Appellee testified that because Mr. Salicos
failed to pay his parents back before, Mr. Salicos permitted Appellee to write the check directly
to Appellee’s parents on his behalf.

3

Although Appellee alleges that he paid Mr. Salicos’s debt to Preston Richard

in the sum of $19,000.00, he testified that this total was for the $12,000.00

discussed in the last paragraph of the Loan Agreement plus $7,000.00 that Mr.

Salicos owed his parents for a prior unpaid loan.

Mrs. Salicos testified at trial that she was unaware of her husband’s financial

problems and unaware of any agreements between Mr. Salicos and Appellee until

after Mr. Salicos’s death. On the day of his death, Mrs. Salicos found two undated

notes on his office desk. One note stated, “If you . . . collect from Trevor

[Appellee] it will clear all my debt’s.” That note continued on page 2, “I sold

Cajun Deelite machines Feb 2011 for 125,000.00[.] Trevor has paid $74,400[.]

He owes $50,400.00[.] I told him if he paid off total loan I would give him 30,000

off[.] He did not pay off, still owes $50,400.00.” The second note admitted Mr.

Salicos’s financial troubles and acknowledged the Bill of Sale entered with

Appellee: “About four years ago I got behind. Since then I have been losing

money. I have went as far as I can go. I sold Cajun Deelite to Trevor last January,

he has paid on acc. Still owes 50,600.” The note continues to detail additional

accounts and policies that Mrs. Salicos may be able to collect on to pay off Mr.

Salicos’s debt and their house. Mrs. Salicos further testified that Appellee came to

her house after Mr. Salicos’s death and admitted that he owed $19,500.00 for the

sale, though Appellee denied he made this admission.

Following a bench trial, the trial court concluded Appellee did not breach his

contract with Mr. Salicos. In written reasons, the trial court concludes, “The Court

believes that the Sale of the Business and attachments was completed in October,

2011.” The trial court’s reasons are telling of the confusion in this business

transaction:

4

The consistent, common theme in all of the transactions
between Salicos and Richard is that Salicos initially wanted, and
contracted to sell his “business” to Richard for $125,000.00. But in
relatively short order Salicos himself sought to alter the terms of the
Bill of Sale apparently because of a rapidly deteriorating financial
collapse in his personal/business life. Within six months he sought to
reduce the agreed upon sale price to hasten the receipt of cash which
ultimately led to Richard, by October, apparently paying to, or for
Salicos, $32,000.00 directly, $19,000.00 for repayment of the loans to
Richard’s family, and yet another $3,500.00 ($3,300.00 by check and
$200.00 cash). There were no further payments to Salicos beyond
October, 2011.

It is without dispute that Richard has not paid Salicos or his
estate $125,000.00. How much was actually paid by Richard to, or on
behalf of, Salicos is uncertain. Salicos’ record keeping, if you will,
was suspect, vague[,] and confusing. Even the final “accounting(s)”
submitted into the record at the trial reflect uncertainty of exactly how
much Richard owed at the time of Salicos’ death – one has
$50,400.00, the other $50,600.00. Salicos #2 additionally reflects
“TREVOR HAS PAID $74,400.00”.

Not only is this court tasked with determining if in fact the
plaintiff has proven that the defendant, Richard, owes a remaining
debt to the Estate of George Salicos on the Bill of Sale executed on
January 28, 2011, but whether or not the Bill of Sale – contract – had
been altered by subsequent Agreements, either written or oral, either
reducing the amount owed, or even completely eliminating same.

The burden of proof is on the plaintiff to prove more probable
than not that a debt owed by the defendant, Richard is due and owing
and in what amount. That Richard did not pay Salicos all of the
$125,000.00 agree upon is without dispute. Has Richard paid Salicos
prior to his death what Salicos wanted to satisfy the debt at the time of
their last transaction, say in October, 2011? This court believes so,
more probably than not.

(Footnotes omitted.)

Appellants filed a motion for new trial, asserting that the trial court

improperly placed the burden of proving the amount owed on Appellants; thus, a

new trial was warranted. The trial court denied the motion on May 14, 2020. This

timely appeal followed.

5

Appellants assert three assignments of error on appeal: (1) the trial court

erred in denying Appellants’ motion for new trial; (2) the trial court erred in

placing the burden of proving the amount of the balance due on the Bill of Sale on

Appellants; and (3) the trial court erred in finding that the obligation between Mr.

Salicos and Appellee was satisfied in full, modified, or extinguished.

DISCUSSION:

The first two assignments of error are discussed together as Appellants’

reason for seeking a new trial was to “present reargument on the burden of proof

and consideration of the proper burdens by the court.” Appellants argue that they

were only required to prove the existence of the obligation and that the burden then

shifted to Appellee to prove the amount paid or remaining on the obligation or that

the obligation had been extinguished. However, Appellants assert that the trial

court’s written reasons disclose that the court burdened Appellants with proving

how much is remaining on the obligation. Appellants specifically point to the

following comment in support of their allegation: “The burden of proof is on the

plaintiff to prove more probable than not that a debt was owed by the defendant,

Richard[,] is due and owing and in what amount.”

“Applying the wrong burden of proof is not only an incorrect application of

the law, it is inherently prejudicial because it casts a more onerous standard than

the law requires on one of the parties.” Leger v. Leger, 03-419, p. 2 (La.App. 3

Cir. 7/2/03), 854 So.2d 955, 957. Thus, if the trial court improperly placed the

burden of proof on Appellants, the court’s factual findings are no longer entitled to

a manifest error review, and this court performs a de novo review of the record.

See Id.; see also Kinnett v. Kinnett, 17-625 (La.App. 5 Cir. 8/6/20), 302 So.3d 157,

writs granted, 20-1134, 20-1143, 20-1156 (La. 2/9/21), 309 So.3d 735, 738.

6

Additionally, “[w]hile an appeal is taken from the judgment, not the trial court’s

reasons for judgment, a trial court’s oral or written reasons may be considered in

determining whether the court committed legal error.” Kinnett, 302 So.3d. at 173.

Louisiana Civil Code Article 1831 sets forth the burden of proof for proving

an obligation:

A party who demands performance of an obligation must prove
the existence of the obligation.
A party who asserts that an obligation is null, or that it has been
modified or extinguished must prove the facts or acts giving rise to the
nullity, modification, or extinction.
Thus, Appellants are correct in that once the existence of the obligation was

established, the burden of proving its nullity, modification, or extinction shifted to

Appellee. However, Appellant is incorrect in concluding that the trial court erred.

In fact, our court has explained, “The burden of going forward with evidence is

initially on the plaintiff. When he establishes a prima facie case of the existence of

the obligation, the burden shifts to the defendant. If the defendant casts doubt

upon the reality of the obligation, the burden shifts back to the plaintiff.” Artificial

Lift, Inc. v. Prod. Specialties, Inc., 626 So.2d 859, 862 (La.App. 3 Cir. 1993), writ

denied, 634 So.2d 394 (La.1994).

The trial court recognized that Appellants proved the existence of the

obligation between the parties. The trial court also recognized that Appellee was

unable to obtain financing to activate the Addendum. The trial court further

recognized that the evidence from both parties resulted in uncertainty regarding

how much Appellee actually paid. However, how much Appellee paid or what

was left on the obligation is not the issue the trial court decided. Instead, the trial

court agreed with Appellee’s affirmative defense of extinguishment, finding the

7

obligation was modified and/or extinguished in October 2011, wherein Mr. Salicos

accepted payments in full satisfaction of the obligation. The trial court recognized

it was not only “tasked with determining if in fact the plaintiff has proven that the

defendant, Richard, owes a remaining debt to the Estate of George Salicos on the

Bill of Sale . . ., but whether or not the Bill of Sale – contract – had been altered by

subsequent Agreements, either written or oral, either reducing the amount owed,

or even completely eliminating same.” (emphasis added).

We find that, even if the trial court believed that it was Appellants’ burden to

prove not only the existence of an obligation, but also the amount of the remaining

debt, doing so was harmless error. The trial court’s decision did not depend on

determining the total amount paid by Appellee. Such a decision was unnecessary

after finding that Appellee “paid Salicos prior to his death what Salicos wanted to

satisfy the debt at the time of their last transaction[.]”

In summation, the trial court agreed Appellants proved the existence of the

obligation and even noted the original agreement was not in dispute. The trial

court then found Appellee carried his burden in proving that obligation was

ultimately extinguished. The trial court complied with La.Civ.Code art. 1831. We

find no merit to Appellants’ first and second assignments of error.

In their third assignment of error, Appellants assert that the trial court erred

in its ultimate finding that no obligation remained between Appellee and Mr.

Salicos. In support of their argument, Appellants contend that Appellee did not

prove that he and Mr. Salicos entered an oral contract that extinguished or

amended the terms of the original Bill of Sale. To prove an oral contract,

Appellants argue, Appellee was required to comply with the mandate of

La.Civ.Code art. 1846 requiring corroborating circumstances in addition to his own

8

testimony. Being contrary to the men’s normal practices (the sale and addendum

were both in writing) and pursuant to La.Civ.Code art. 1846, Appellants reason

that Appellee was required to prove the existence of the oral contract with other

corroborating circumstances in addition to his self-serving testimony, which

Appellants assert he did not do.

However, Appellee contends that once the original obligation was

established by Appellants, the burden shifted to him, and he was only required to

prove that the original Bill of Sale was modified or extinguished by “facts or acts

giving rise to the nullity, modification, or extinction.” La.Civ.Code art. 1831.

Alternatively, Appellee asserts that, although he was not required to provide

corroborating circumstances, he did so anyway. For instance, Appellee points to

the payment of $32,000.00 in October that was not otherwise due as circumstances

corroborating his testimony that the original contract was modified and

extinguished.

The determination of the existence or modification of an obligation is a

factual determination made by the trier of fact. See Dubois Const. Co. v. Mancla

Const. Co. Inc., 39,794 (La.App. 2 Cir. 6/29/05), 907 So.2d 855; Lantech Const.

Co., L.L.C. v. Speed, 08-811 (La.App. 5 Cir. 5/26/09), 15 So.3d 289. On appeal,

factual determinations are reviewed under the manifest error/clearly wrong

standard of review.

Where there is conflict in the testimony, reasonable inferences of fact
should not be disturbed on review, even though the appellate court
may feel its own evaluations and inferences are equally reasonable.
Stobart v. State, Through DOTD, 617 So.2d 880 (La.1993); Harrison
v. Gore, 27,254 (La.App.2d Cir.8/23/95), 660 So.2d 563, writ denied,
95–2347 (La.12/8/95), 664 So.2d 426; Gardner v. McDonald, 27,303
(La.App.2d Cir.8/23/95), 660 So.2d 107, writ denied, 95–2349
(La.12/15/95), 664 So.2d 453. Likewise, reasonable evaluations of
credibility should not be disturbed on review. Marshall v. Caddo

9

Parish School Board, 32,373 (La.App.2d Cir.10/29/99), 743 So.2d
943. It is the factfinder’s duty to weigh credibility and accept or reject
all or part of a witness’ testimony. Id. Furthermore, when findings of
fact are based on determinations of credibility of witnesses, the
manifest error-clearly wrong standard mandates great deference to the
determinations made by the trial court. West v. Williams, 30,842
(La.App.2d Cir.8/19/98), 717 So.2d 1224. If the trial court’s findings
are reasonable when the record is reviewed in its entirety, the
appellate court may not reverse them. Fowler v. Wal–Mart Stores,
Inc., 30,843 (La.App.2d Cir.8/19/98), 716 So.2d 511.
O’Glee v. Whitlow, 32,955, pp. 3–4 (La.App. 2 Cir. 4/7/00), 756 So.2d 1288, 1291.

In Scott v. Bank of Coushatta, 512 So.2d 356, 360 (La.1987), the supreme

court explained the various ways to extinguish obligations:

A civilian obligation may be extinguished by payment,
La.Civ.Code Ann. Art. 1854 (West 1987), novation, [La.Civ.Code]
art. 1879, or remission, [La.Civ.Code] art. 1888. The extinction of an
obligation may also result from acts of the creditor which, under the
factual circumstances in question, evidence intent to release the
debtor. Succession of Foerster, 9 So. 17 (La.1891).

Additionally, in Lantech Construction Co., L.L.C., 15 So.3d at 293-94

(footnotes omitted), the fifth circuit summarized the code articles pertaining to

proving obligations and the modification of existing obligations:

A written contract is the law between the parties, and the parties will
be held to full performance of the obligations flowing from their
contract. [La.Civ.Code art.1983; Aqua Pool Renovations, Inc. v.
Paradise Manor Community Club, Inc., 04-119 (La.App. 5 Cir.
7/27/04), 880 So.2d 875.] However, the law is clear that written
contracts may be modified by oral contracts and the conduct of the
parties . . . . [Id.; Rhodes Steel Buildings, Inc. v. Walker Const. Co.,
35,917 (La.App. 2 Cir. 4/3/02), 813 So.2d 1171, 1177.] Modification
of a written agreement can be presumed by silence, inaction, or
implication. [Aqua Pool Renovations, supra; Cajun Constructors,
Inc. v. Fleming Const. Co., Inc., 05-2003 (La.App. 1 Cir. 11/15/06),
951 So.2d 208, writ denied, 07-420 (La.4/5/07), 954 So.2d 146.] The
party who asserts that an obligation has been modified must prove by
a preponderance of the evidence facts or acts giving rise to the
modification. [La.Civ.Code art. 1831; Aqua Pool Renovations,
supra.]. It is a question of fact, therefore, as to whether there were
oral agreements that modified the written contract. [Cajun
Constructors, supra.]. Oral modifications alleged to be in excess of
$500 must be proved by at least one “credible witness” and “other

10

corroborating circumstances.” Only general corroboration is required.
[Peter Vicari Gen. Contractor, Inc. v. St. Pierre, 02-250 (La.App. 5
Cir.10/16/02), 831 So.2d 296.] Parol evidence is admissible for this
purpose. [Id.]
The fifth circuit has further noted that “[c]orroborating circumstances must come

from a source other than the plaintiff. . . . The question of whether evidence

presented is sufficient to corroborate a claim under [La.Civ.Code art.] 1846 is a

finding of fact to made by the trier or fact[.]” Gulf Container Repair Servs., Inc. v.

FIC Bus. & Fin. Ctrs., Inc., 98-1144, pp. 5-6 (La.App. 5 Cir. 3/10/99), 735 So.2d

41, 43. While testimonial evidence cannot “negate or vary the contents of an

authentic act[,]” it may “prove that the written act was modified by a subsequent

and valid oral agreement.” La.Civ.Code art. 1848. Based on the foregoing, we

agree that Appellee was required to prove any oral modifications to the original

sale contract by one credible witness and general corroborating circumstances, or

that the acts of Mr. Salicos evidence his intent to release Appellee.

In addition to his own testimony, Appellee offered evidence that Mr. Salicos

was in urgent need of money. The Addendum shows that Mr. Salicos agreed to

discount the sale by a whopping $30,000.00 if Appellee could provide the

remainder of the funds owed in a lump sum. The Loan Agreement between Mr.

Salicos and Preston Richard also supports the conclusion that Mr. Salicos was

making every attempt to obtain capital. Furthermore, Mr. Salicos’s endorsement is

on the $32,000.00 check, dated October 28, 2011, which notes in the memo,

“3,500.00 balance remaining.” That same day, Appellee wrote himself a check

from his business account in the amount of $3,300.00, which was cashed.

Appellee testified that Mr. Salicos was given those funds, plus an additional

$200.00 in cash, totaling the “remaining” $3,500.00. The check from Appellee to

11

his mother for repayment of Mr. Salicos’s loan is also dated October 28, 2011. All

three checks were submitted into evidence.

In addition to these documents, Appellee testified regarding the October

events:

Q. And when you went to the [banking] institution he [Mr.
Salicos] identified for you, was he aware of the limitations on what
funds you could borrow to pay him off to give him funds in his hand
at that time?

A. Yes.

Q. And did he accept that?

A. Yes.

Q. The memo on it [the $32,000.00 check] which talks about
how much you were paying him on Cajun Delight [sic] was on it at
the time that you wrote it and that he endorsed it. Correct?

A. Yes.

Q. And was that consistent with what you and he agreed that
day when those checks were written?

A. Yes.

Q. Whatever he did with that check for [$]32,000[.00] that
went someplace else, it did not go in his hand, did it?

A. I put it in his hand and he left Pappy’s parking lot, I don’t
know where he went.

Q. But it was endorsed some place else. Correct?

A. Yes.

Q. But the monies that you talked of, the $3300[.00] check
and the cash, did you pay that to him as part of your new agreement -
-

A. Yes.

Q. - - to resolve what you owed him.

A. Yes.

12

After the large payment on October 28, 2011, alleged to be evidenced by the

three separate checks written on the same day, Appellee testified that he continued

to have lunch as normal with Mr. Salicos every week until his death, yet never

made another payment on the Bill of Sale. While Appellants reason that no

payment was due in the months following October because Appellee paid several

months in advance, Appellee maintains that he had no issue making the normal

monthly payments and that it was Mr. Salicos who requested the lump sum

payment.

Appellee also offered the testimony of Michael Blake Hale. Mr. Hale

testified that he often had lunch with Mr. Salicos and spoke with him on the phone.

At some point Mr. Hale learned of the Bill of Sale between Mr. Salicos and

Appellee, though his memory of when he learned this information does not align

with the dates in evidence. Mr. Hale was under the impression that the business

deal between Mr. Salicos and Appellee was concluded:

A. And based on our conversation at that lunch it was
implied to me that - - you know it was end of the rope or the end of
the road, and he needed to face up to Ms. Salicos. That’s my
understanding of - - it was pretty clear.

Q. From your discussions with him did you understand that
he had been paid by Trevor for the business?

A. Yes. That was the reason for his mood that day was,
there were no more monthly payments, it’d come to a close. . . .

Q. So from what he told you at that point, he had finalized
his arrangement and received his last funds that he believed he was
entitled from Trevor. Correct?

A. Yes. And he added, if I was to sell it and - - you know,
he did. But if I was to sell it I wouldn’t sell it to anybody but Trevor,
he’s a good young man.

13

Q. So from his attitude in speaking about Trevor, what kind
of an attitude did he appear? Was he favorable to Trevor, or did he
have any animosity directed to him, from your assessment of his - -

A. Extremely favorable.

....

Q. Do you have any idea - - if you can recall - -
approximately how long after you had this lunch in which he
disclosed the conclusion of those payments with Trevor, before he
passed away?

A. What I do - - I couldn’t say. Probably within the year
would be my best guess.

The trial court acknowledged the extent that Mr. Hale’s testimony proved

useful in its written reasons:

The testimony by Blake Hale, a friend of Salicos, basically only
reinforces the apparent financial difficulty Salicos was experiencing
prior to his death and the efforts he was making to amass as much
cash as he could to address his overall debt situation. Inasmuch as
Blake Hale was uncertain at [sic] to when the purported conversation
he had with Salicos about the sale of Cajun Deelite to Richard, one
cannot be even remotely sure as to what Salicos could have been
referring to – the sale of the business to Richard in January, 2011?; the
Addendum to Bill of Sale and Loan Agreement in July, 2011?; the
receipt of monies from Richard in October, 2011? All of these dates
were within a year or close to a year before Salicos’ death.
Consequently, the Court cannot ascertain with any amount of certainty
which finalization, if any, Salicos may have been referring to.

While the trial court could not determine what “finalization” was being discussed,

we note that the trial court does not specifically disregard Mr. Hale’s

understanding that Mr. Salicos was not entitled to any additional payments from

Appellee.

Appellants’ evidence, the notes left behind by Mr. Salicos, also further the

conclusion that Mr. Salicos was in a bad financial situation and was trying to

obtain capital. Specifically, one note stated: “About four years ago I got behind.

Since then I have been losing money. I have went as far as I can go.” The notes

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also contain information regarding Mr. Salicos’s debts and unsuccessful attempts

to obtain additional funds: “I tried to buy another 50,000 ins [and] was rejected.”

Although Appellants point to Mr. Salicos’s notation that Appellee owes a

remaining balance, and thus argue the notes demonstrate Mr. Salicos’s belief that

the agreement with Appellee was not extinguished, we note that the notes are not

dated. There is no evidence in the record indicating when the notes were written.

Additionally, the amount Mr. Salicos alleges Appellee paid and still owes is

not supported by the evidence. A clear accounting of the transactions between

Appellee and Mr. Salicos does not appear in the record. Attempts at calculations

based on various combinations of the numbers in evidence do not amount to any of

the totals presented in Mr. Salicos’s notes. If, as stated in Mr. Salicos’s note,

Appellee “paid $74,400.00[,]” then he would, in fact, owe $50,600.00 of the

original sale price of $125,000.00, as indicated in that same note. However, no

combination of the evidence amounts to payments totaling $74,400.00. We also

note that Appellants’ petition alleges Appellee made only $60,400.00 in payments,

yet claims Appellee is indebted to Appellants for $50,600.00 (which would total

$111,000.00).

Appellants assert that Appellee was required to provide evidence

corroborating his testimony, but that the corroborating evidence could not come

from Appellee. However, after a review of the record, we find that evidence in this

case aside from Appellee’s testimony does exist to corroborate Appellee’s

testimony, including copies of checks, the Bill of Sale and addendum, testimony

from Mr. Hale, and the notes written by Mr. Salicos.

After taking the evidence under advisement, the trial court concluded that a

modification or extinction of the obligation occurred, finding that Appellee owes

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no additional funds to Appellants for the sale of Cajun Deelite equipment and

customer accounts. The trial court reasoned that Mr. Salicos was desperate for

cash and, therefore, accepted a reduced lump sum in full payment of the Bill of

Sale. Based on the record, we cannot say that the trial court erred in this

conclusion. The facts as presented generally corroborate Appellee’s testimony that

Mr. Salicos was willing to accept a lesser lump sum in full payment of the Bill of

Sale due to his dire financial situation. We cannot say that the trial court

committed manifest error in its factual findings.

DECREE:

For the forgoing reasons, the judgment of the trial court is affirmed at

Appellants’ cost.

AFFIRMED.

This opinion is NOT DESIGNATED FOR PUBLICATION.
Uniform Rules—Courts of Appeal, Rule 2-16.3.

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