Chandler Groceries, Inc. v. Ayoub Ali

STATE OF LOUISIANA
COURT OF APPEAL, THIRD CIRCUIT

22-63
CHANDLER GROCERIES, INC.
VERSUS
AYOUB ALI
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APPEAL FROM THE

NINTH JUDICIAL DISTRICT COURT
PARISH OF RAPIDES, NO. 268,231
HONORABLE PATRICIA EVANS KOCH, DISTRICT JUDGE

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VAN H. KYZAR
JUDGE

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Court composed of Elizabeth A. Pickett, Van H. Kyzar, and Candyce G. Perret,
Judges.

AFFIRMED.

Ramon J. Fonseca, Jr.

921 Kaliste Saloom Road

Lafayette, LA 70508

(337) 456-1163

COUNSEL FOR DEFENDANT/APPELLANT:
Ayoub Ali

William M. Ford

Susan Ford Fiser

Ford Law Office, LLC

1630 Metro Drive

Alexandria, LA 71301

(318) 442-8899

COUNSEL FOR PLAINTIFF/APPELLEE:
Chandler Groceries, Inc.

KYZAR, Judge.

Defendant, Ayoub Ali, appeals a judgment of the trial court annulling an
alleged cash sale from Plaintiff to Defendant of a convenience store/gas station in
Rapides Parish. Plaintiff answered the appeal seeking damages and attorney fees
in addition to the nullification of the sale. For the reasons set forth below, we
affirm the judgment of the trial court.

FACTS AND PROCEDURAL HISTORY

At issue herein is a certain Cash Sale deed purporting to transfer property of
Chandler Groceries, Inc., consisting of a lot and building housing a convenience
store and gas station in Rapides Parish, for $325,000.00.' The three-page
instrument is dated March 10, 2020, and appears to be in authentic form, having
signatures of the seller, through its representative Donald Chandler, the buyer
Ayoub Ali, two witnesses, and a Notary Public. It is noted that while the
document is three pages in length, the third page consists only of the signature
spaces for all signees. The deed, along with a corporate resolution, a description of
the property, and a survey plat of the property, was recorded in the conveyance
records for Rapides Parish, Louisiana on March 12, 2020.

On June 9, 2020, Plaintiff, Chandler Groceries, Inc., filed suit against
Defendant, Ayoub Ali, asserting that it is the owner of immovable property in
Rapides Parish, Louisiana described in summary as 1.96 acres, more or less,
together with all buildings and improvements located thereon, and all rights, ways,
and privileges thereunto appertaining, being, lying, and situated in Section 58, T4N,
R2W, Rapides Parish, and being more particularly described on the legal

description and shown as the “1.96+/- ACRES” tract on the Certificate of Survey

' Following the purported sale, the structure on the property was destroyed by fire. At the
time of the trial and this appeal, the origin of the fire was undetermined.

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by W. Aaron Wood, Professional Land Surveyor, dated January 4, 2019. Plaintiff
asserts that in early 2020, Mr. Ali inquired about the potential purchase of the
property and was told that it could be purchased for the sum of $325,000.00. The
petition claims that Plaintiff engaged the services of a local attorney to prepare a
credit sale and mortgage and later a Cash Sale deed for this purchase price and that
Mr. Ali missed two separate appointments to appear and purchase the property
with different excuses each time.

Plaintiff goes on to assert in its suit that, thereafter, Mr. All approached
Donald Chandler, who is the sole owner and president of the corporation, and
requested that he sign a document, which Mr. Ali represented to be a lease that was
needed so that he could apply for a liquor license. Plaintiff notes that Mr. Chandler
did sign a document, which was represented to him to be a temporary lease
agreement, and thereafter, a document purportedly bearing Mr. Chandler’s
signature was recorded in the conveyance records of Rapides Parish. This
recorded document is purported to be a Cash Sale comprising three pages, with a
document purporting to be a corporate resolution attached and a copy of a survey.

Plaintiff's petition states that neither the “President of the corporation nor its
sole share owner signed any document which was the Cash Sale recorded.” It
further states that the signature found on the document was not done before a
Notary Public and two witnesses and that no corporate resolution or corporate
meeting was held. Plaintiff asserts that the document filed in Rapides Parish was
fraudulently obtained under false intentions, and prayed for the trial court to
“rescind, vacate, set aside, annul, and declare null and void the said purported act
of Cash Sale, and further find and hold that it was not and is not translative of title,
and further that your petitioner be recognized as the sole owner of the immovable

property described above[.]”

We note that Mr. Ali initially failed to timely answer the petition, resulting
in a default judgment in favor of Plaintiff, after which the trial court granted a new
trial on January 25, 2021. Mr. Ali then answered the petition, and this litigation
ensued.

A bench trial took place on July 15, 2021. Donald Chandler, 77 years old at
the time of trial, testified that he was a farmer, a pilot who also owned a crop-
dusting business, and a commercial fish farmer. He has lived in Rapides Parish all
his life. He stated that the gas station/convenience store business known as
Chandler Groceries sat along La. Hwy 28 and was part of his larger tract of land
containing around 324 acres. He operated that store for approximately 10 years
after building it, following the transfer from him personally to the corporation,
Chandler Groceries, Inc., Plaintiff herein. He then began to lease the operation of
the store out for others to run. He had previously leased the store for 10 years to
Jason Heath Parker, prior to becoming involved with and renting it to Mr. Ali.

Mr. Chandler testified that Mr. Ali first approached him along with his
father at Chandler Aviation Services, his crop-dusting business, to inquire about
buying the grocery store. About three weeks later they came back to the aviation
business to again discuss buying the store. An offer of $325,000.00 was discussed,
with $200,000.00 to be paid in cash, and $125,000.00 in a personal check. Mr.
Chandler advised that a check as partial payment was not acceptable.

As Mr. Ali persisted in his effort to buy the property, Mr. Chandler
contacted his lawyer, Michael Walters, to prepare a credit sale, with $200,000.00
payable in cash and a promissory note and mortgage for $125,000.00. When this
fell through, Mr. Chandler had Mr. Walters prepare a Cash Sale deed for the full

$325,000.00 purchase price. Neither transaction was accomplished.

Mr. Chandler testified as to the events leading to the Cash Sale document in
question dated March 10, 2020.

A. We, we talked, uh, several times in, in a month about the sale.

And, and when they -- we were going, when they were going to pay

me, and they kept putting me off and putting me off and, and finally

we was in the office and he, he had a, uh, document, and he asked me

to sign it and (interrupted)

Q. Okay. Now, was that the same day that you went down to, uh, Ms.
Diane DeVille’s notary (interrupted)

A. That is the same day. Yes.

Mr. Chandler testified that he met with Mr. Ali at the office in the store,
where Mr. Ali told him he needed him to sign a document for him, Mr. Ali, to get
his liquor license. No money was exchanged. After that they went to a notary’s
office, though neither he nor Mr. Ali signed anything in front of the notary and no
witnesses went with them to the notary’s office. Mr. Chandler acknowledged that
the signature on the deed in question appears to be his but maintained that he did
not sign any document resembling the deed. He stated that after the March 10 date,
Mr. Ali paid him two checks, for $1,500.00 each, representing rent that Mr. Ali
was paying for the store, and, after that, Mr. Ali paid rent in cash. During this time,
Mr. Chandler continued paying for maintenance for the building, represented by
checks he identified and introduced as evidence.

Audrey McQueen, whose name appears as a witness on the March 10, 2020
Cash Sale deed in question, also testified. She stated that she worked at the subject
grocery store for the previous renter, Heath Parker, and then worked for Mr. Ali for
three weeks. It was during this time Mr. Ali asked her to sign a document to assist
him in getting a liquor license from Alcohol and Tobacco Commission (ATC).
When asked to examine the March 10 deed, the following colloquy took place:

Q. Did, did you sign and witness a sale document between Mr.
Chandier and Mr. Ali?

A. We signed a paper, but we were told it was for the ATC. I don’t
remember signing this exact paper.

Q. Does it look like the paper you signed?
A. No.
Q. What, what, what were you asked to sign?

A. A paper stating that we were under him, under the ATC for him to
get his liquor license.

Q. And who is, who asked you to sign that?

A. Ali.

Ms. McQueen testified that she never heard any discussions between Mr.
Chandler and Mr. Ali concerning the sale of the business or property, nor did she
ever see any money exchanged between them.

Christie Delaney, whose name also appears as a witness on the March 10,
2020 Cash Sale document, then testified. When asked about the events that day,
she stated that she signed a document but did not read it. She was asked to
examine the March 10, 2020 Cash Sale and stated that she did not recognize it.
She testified that she had been asked to sign a document by Mr. Ali who told her it
was to get a liquor and tobacco license. No one else signed the document in her
presence and she does not know the notary, Dianne Deville, nor has she ever been
to her office. She at no point witnessed any money pass between Mr. Ali and Mr.
Chandler.

The notary Dianne DeVille testified. She stated that she is a Notary Public
in Rapides Parish and vaguely knew Mr. Chandler from previous business but did
not know Mr. Ali. On March 10, 2020, the two men came into her business office,
and she was asked to notarize signatures. As to the March 10, 2020 Cash Sale

deed in question, the following colloquy occurred:

Q. Okay. And, uh, do you recall them presenting you with a three
page Cash Sale document at that time?

A. No, sir.

Q. What did, what did you recall having?

A. Two page document.

Neither Mr. Ali nor Mr. Chandler signed the document she was given in her
presence. She merely asked them if they signed and was told yes. No witnesses
were present for any signatures and no money changed hands between Mr. Ali and
Mr. Chandler in her office. On a later date, Mr. Ali came back to the store
demanding that Ms. DeVille sign another document for him concerning the
transaction, but she refused. Her husband was present and made Mr. Ali leave the
premises.

Michael Walters testified next, stating that he had been legal counsel for Mr.
Chandler for a number of years, particularly for real estate matters. Mr. Chandler
contacted him to advise him that he had a potential buyer for the grocery store
property, and Mr. Walters agreed to prepare the deed necessary to accomplish the
sale. He testified that he initially prepared a credit sale deed at Mr. Chandler’s
request, with a sale price of $200,000.00 in cash and a promissory note for
$125,000.00. However, that document was never executed. He proceeded to
prepare a cash sale document for the transaction for $325,000.00, but it too was
never perfected.

Q. Did, did anybody ever come in your office to pass this sale?

A. Donald Chandler came in that day and said that, uh, they had been

sitting -- uh, they rode together. They had been sitting in my parking

lot waiting on Mr. [Ali]’s dad to come in from Lafayette with the Two

Hundred Thousand Dollar cashier’s check for the closing, and Mr.

Chandler came in and said, uh, Mr. [Ali]’s dad had been in a car

accident on the way and that it wasn’t gonna happen today so they left.

Q. You didn’t see Mr. Ali that day.
7

A. I did not.

Q. What was the next, uh, thing that happened with regard to this
matter?

A. A couple of weeks later Mr. Chandler called me and said that they
have the entire Three Hundred Twenty - Five Thousand now. | said
okay I’m gonna — we’ll just tear the old documents up, and I will
prepare a cash sale for Three Hundred Twenty - Five Thousand which
I did. That document was completed on the, uh, 25", and they were
scheduled to come in on the 26".

Come in to your office (interrupted)

March, I’m sorry, March 26" 2020, come to my office and sign.
And, and, uh, did that -- did they show up?

Mr. Chandler showed up. Mr. [Ali] did not.

So, so, uh, that sale wasn’t passed either.

> ODO PF O F A

No, sir.

Q. And so, uh, then -- so you had prepared two documents. Sale and
mortgage first earlier in the month, and then this document, and, and,
uh, what day was, what day was Mr. Ali scheduled to come in?

A. For the cash sale or the (interrupted)

Q. Yes.

A. Uh, March 26", 2020.

Q. What, were you aware at that time that, that he had recorded a, a
sale of Mr. Chandler’s store, uh, two weeks before that on March the
12"(9]

A. No. I became aware of that probably in May. Mr. Chandler had
called me and said I think there’s been a deed filed, and I got on the

courthouse computer and found that, and, at that point, I referred him
to you immediately.

Q. Did, did -- so no sale was ever passed in front of you?
A. No, sir.

Q. You sent Mr. Chandler a bill on March the 26", did you not, for
Nine Hundred Dollars?

A. Yes, for preparation of documents.

Q. Did, did he pay it?

A. Yes.

Q. Did, did you know why -- any explanation given to you as to why,
uh, the, uh, Mr. Ali and his father or Mr. Ali and/or his father didn’t

show up to buy the property?

A. No, sir. Mr. Chandler, just called and said the deal was off
apparently, send him a bill, so we did.

After Plaintiff rested its case, Mr. Ali testified, personally and through the
use of an interpreter. He stated that in early 2020, he learned that Mr. Chandler
wished to sell the store building through his father and brother. He went to look at
the property, and the initial asking price was $350,000.00. After some talk, a price
was agreed upon at $325,000.00. On Feb. 27 or 28, 2020, Mr. Ali separately
bought the store inventory from the then lessee/operator, Heath Parker, for
$25,000.00.

As to the actual Cash Sale deed dated March 10, 2020, by which Mr. Ali
claims to have purchased the property, he testified that it was provided by Mr.
Chandler himself and that he, Mr. Ali, took it to an attorney in Carencro, LA to
make sure it was good.

Q. Who, who prepared the Cash Sale?

A. by Ali: Donald Chablis -- oh, Christopher -- the lawyer in, um,
Carencro.

Q. Right.
A. [] Yeah.

A. Donald gave me the Cash Sale and then I took it to the attorney in
Carencro to make sure that everything is okay in it.

Q. Okay. And what did he say?

A. Un, he said it’s okay. Sign it and have it notarized and bring it to
my office, and I will, um -- yeah, and I will, uh, record it.

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Q. So, so he instructed you on how to execute the document?
A. Yes.

Q. Okay. Um, and tell me about when, tell me about the process in
getting the document executed.

A. I, I brought the papers with me. I went to the store in the morning
and Donald was waiting for me at the store. And after that we went
inside the office because, uh, he was concerned that he did not want
anyone to see that I was giving him money that he wanted to do it
inside. He was concerned that someone might rob him.

Q. And how, how much money did you deliver to Mr. Chandler?

A. Uh, Three Hundred and Twenty-Five Thousand Dol, uh, Three
Hundred and Twenty-Five Thousand.

Later, he stated that Mr. Chandler did not count the money, he just looked at
it. The money was contained in two grocery bags similar to the cloth totes
obtained from the checkout at Walmart.

Q. So, so after you signed the -- or after you delivered the cash, was
that the time that y’all that you and Mr. Chandler signed the Cash Sale?

A. Yes.
Q. And what, and what happened next?

A. The two employees I had at the store, they signed the papers, and
then me and him we went, we went to the notary public after that.

Q. Okay. The, uh -- was there anybody else in the store besides the
two employees that could have witnessed?

A. My brother was there but he had just arrived. And, and he saw
Donald when he put the bag, uh, in his, in his truck, in his old truck.

Q. After, after you signed?
A. Yes.

Q. Um, what, what did you tell the, the witnesses to that document
they were signing?

A. | bought the building.

Q. So they understood that you were buying the building?
10

A. Yes. And, and I took a picture of their, um, driver’s licenses, but I
lost my, uh, my phone where | had stored that in.

Q. Okay. I see. But so you took pictures of their driver’s licenses.
Did you provide those to the notary?

A. The notary did not ask me about the witnesses. She just asked
about mine and Donald’s.

Later in his testimony, Mr. Ali attempted to explain why he gave Mr.
Chandler two checks later in March of 2020 for $1500.00 each, stating that it had
something to do with the air conditioning.

Q. Could you explain what those checks were for?

A. When I went to buy the building, there was something that he was

supposed to do with the AC. I wasn’t sure what it was. Something

that he was supposed to do with the kitchen. I did not know what it

was, and something that he was supposed to do with the sewer system,

and I didn’t know what that was.

Mr. Ali denied having anything to do with the fire that destroyed the
building, stating that he was out of town when it occurred. When asked why the
building was insured for $2,000,000.00 when he only paid $325,000.00 for it, Mr.
Ali testified this is the amount that the insurance representative recommended.

Mr. Ali’s father, Wahid Yousef, testified that he initially met with Mr.
Chandler and offered him $200,000.00 cash and a personal check for $125,000.00
for the grocery store property, on behalf of his son Mr. Ali. He stated that Mr.
Chandler would not accept a personal check. Mr. Yousef testified that he had
authorized Mr. Ali to have $200,000.00 cash to purchase the property, although Mr.
Ali had initially taken the money without his authorization. He does not know
where his son got the remainder of the money for the purchase.

Nidal Ali, Mr. Ali’s brother, testified and stated that he was with Mr. Ali

when he went to the store to meet with Mr. Chandler. He stated he saw a bag that

he thought had money in it, although he did not personally see the money. He
11

stated that the bag was given to Mr. Chandler. He notes that he remained in the car
while Mr. Ali and Mr. Chandler met and did not go into the building nor witness
any documents being signed.

Robert Soileau, who is employed in insurance sales with Haik Insurance
Holdings, also testified at trial. He stated that he was contacted by Mr. Ali in 2020
and that Mr. Ali was interested in purchasing insurance for the store, Chandlers
Groceries, in Rapides. Coverage was bound in April of that year. Mr. Soileau
testified that Mr. Ali specifically asked for the building to be insured for loss by
fire for $2,000,000.00, rather than that being an amount recommended by him. Mr.
Ali did not tell him that he purchased the property for only $325,000.00. Mr. Ali
gave Mr. Soileau the name of North West Enterprises as the insured. At the time
of the insurance transaction, Mr. Soileau states that he did not feel that there was a
language barrier between him and Mr. Ali.

On August 30, 2021, the trial court issued written reasons for judgment,
finding in favor of Plaintiff, nullifying the Cash Sale. Therein, the trial court
recited its factual findings pertaining to each of the witnesses that testified at trial,
including the Notary Public and witnesses whose names appear on the instrument,
making numerous credibility determinations thereon, and concluded “[flor written
reasons given this date, this Court has been presented evidence that make it clearly
convincing that the Cash Sale filed on March 12, 2020... was fraudulently
secured under false pretenses and is therefore rescinded, vacated, set aside and
declared null and void.” Formal judgment was rendered the same day, declaring
the deed to be null and void, and ordering the Rapides Clerk of Court to so note on
the instrument where it is recorded in the conveyance records for the parish. Mr.

Ali was cast with all costs of the proceedings.

On October 15, 2021, Mr. Ali moved for a devolutive appeal of the
judgment, which was granted on October 30, 2021. Therein, he asserts two
assignments of error, as follows:

1. The Trial Court committed legal and factual error in determining
that consent was vitiated by fraud.

2. The Trial Court committed legal and factual error in ruling that
Donald Chandler’s execution of the Cash Sale did not satisfy an act by
private signature.

Plaintiff thereafter answered the appeal, seeking to be awarded damages for
the loss of use of the property, damage to the property, lost rental income, and
attorney fees.

DISCUSSION

Mr. Ali first asserts that the trial court committed legal and factual error in
declaring the Cash Sale null and void as being the product of fraud perpetrated by
him. Appellate review of factual determinations of the trial court is conducted
pursuant to the manifest error-clearly wrong standard, which precludes setting
aside the trial court’s findings of fact unless they are clearly wrong in light of the
record viewed in its entirety. Rando v. Anco Insulations Inc., 08-1163, 08-1169
(La. 5/22/09), 16 So.3d 1065. Great deference is given to the trial court’s
determination of the credibility of witnesses, except where “documents or
objective evidence so contradict the witness’s story, or the story itself is so
internally inconsistent or implausible on its face, that a reasonable finder of fact
would not credit the witness’s story.” Rosell v. ESCO, 549 So.2d 840, 844-45
(La.1989).

“Appellate review of a question of law is simply a decision as to whether the

trial court’s decision is legally correct or incorrect.” Dugan v. Gen. Servs. Co., 01-

511, p. 3 (La.App. 3 Cir. 10/31/01), 799 So.2d 760, 763, writ denied, 01-3327 (La.

13

3/15/02), 811 So.2d 942. When a “trial court’s decision was based on its erroneous
application of law .. . its decision is not entitled to deference by the reviewing
court.” /d. When an appellate court finds a reversible error of law, the appellate
court “must redetermine the facts de novo from the entire record and render a
judgment on the merits.” /d.

“Fraud is a misrepresentation or a suppression of the truth made with the
intention either to obtain an unjust advantage for one party or to cause a loss or
inconvenience to the other[,]” and it “may also result from silence or inaction.”
La.Civ.Code art. 1953. “Fraud need only be proved by a preponderance of the
evidence and may be established by circumstantial evidence.” La.Civ.Code art.
1957.

While Mr. Ali argues that the trial court committed legal error in its finding
of fraud on his behalf, a trial court’s finding of fraud necessary to vitiate consent is
reviewed under the manifest error standard of review. Succession of Davisson,
50,830 (La.App. 2 Cir. 12/22/16) 211 So.3d 597, writ denied, 17-307 (La. 4/7/17),
218 So.3d 111.

The Louisiana Civil Code’s writing requirement for the sale or
transfer of immovable property states that the parties must execute “an
authentic act” or “act under private signature.” La.C.C. arts. 1839 and
2440. An authentic act is a “writing executed before a notary public
or other officer authorized to perform that function, in the presence of
two witnesses, and signed by each party who executed it, by each
witness, and by each notary public before whom it was executed.”
La.C.C. art. 1833. In contrast, an act under private signature only
requires the signatures of the parties and does not require the act be
signed by the party in whose favor it is made. Acceptance may be
established by acts clearly indicating it. La.C.C. art. 1837; See
Mitchell v. Clark, 448 So.2d 681, 686 (La. 1984) and Cecil Blount

Farms, L.L.C. v. MAPOO-NET, 47,246 (La.App. 2 Cir. 7/25/12), 104
So.3d 1, 5, writ denied, 2012-2263 (La. 1/11/13), 107 So.3d 614.

A sale is a contract whereby a person transfers ownership of a
thing to another for a price in money. The thing, the price, and the

14

consent of the parties are requirements for the perfection of a sale.
La.C.C. art. 2349. Because a sale is a conventional obligation, a valid
contract must exist. A contract is an agreement between two or more
parties whereby obligations are created, modified, or extinguished.
La.C.C. art. 1906. A contract is formed by the consent of the parties
established through offer and acceptance. La.C.C. art 1927.

The court must find there was a meeting of the minds of the
parties to constitute the requirement of consent. Worley v. Chandler,
44,047 (La.App. 2 Cir. 3/4/09), 7 So.3d 38, 41-42. Consent may be
vitiated by error, fraud, or duress. La.C.C. art. 1948. Fraud is a
misrepresentation or a suppression of the truth made with the intention
either to obtain an unjust advantage for one party or to cause a loss or
inconvenience to the other. Fraud may also result from silence or
inaction. La.C.C. art. 1953. Fraud does not vitiate consent when the
party against whom the fraud was directed could have ascertained the
truth without difficulty, inconvenience, or special skill. However, this
exception does not apply when a relation of confidence has reasonably
induced a party to rely on the other’s assertions or representations.
La.C.C. art. 1954.

Fraud need only be proven by a preponderance of the evidence

and may be established by circumstantial evidence. La.C.C, art. 1957.

Parol evidence is permissible when error, fraud, or duress is alleged.

Revision Comment (b) of La.C.C. art 1848. Even without evidence of

specific statements, fraud may be proved by “highly suspicious facts

and circumstances surrounding a transaction.” Skannal v. Bamburg,

44,820 (La.App. 2 Cir. 1/27/10), 33 So.3d 227, 237, writ denied,

2010-0707 (La. 5/28/10), 36 So.3d 254.

Id. at 609-10.

Here, the trial court determined that the Cash Sale deed was not an authentic
act. That finding is not clearly wrong or manifestly erroneous. In so concluding,
the trial court considered the testimony of Diane Deville, the Notary Public whose
name appears on the deed. The trial court found as matters of fact that she “was a
reluctant witness” who “readily admitted the limitations of her notarial
transactional business with Ali and Chandler” who testified that she “has little
memory of the events of that day”; “[s]he does not remember if Ali or Chandler

had witnesses that day”; “{s]he did remember that the[sic] Chandler and Ali had

already signed the document”; “[s]he did not read the document or discuss the

15

contents of the documents with Ali or Chandler”; and that “the two individuals did
not sign in her presence.”

The trial court further considered the testimony of one of the witnesses to the
alleged deed, Audrey McQueen, finding as fact that she did not recall the deed but
was asked to witness the signing of “something for the ATC, Alcohol Tobacco
Commission” and that while she signed a document, “[s]he did not see Chandler or
Ali sign any documents.” The trial court also considered the testimony of the other
alleged witness to the deed, Christy Delaney. In its reasons for judgment, the trial
court found as a matter of fact that Delaney signed her signature to a document
“while she was at work” and “vividly remembers being told that the document was
for a liquor license.” She “doesn’t remember if anyone else’s signature was on the
paperwork before hers or not[;]” she “did not go to the notary’s office” and “did
not see Chandler or Ali sign.”

Based on these findings alone, the trial court was not clearly wrong in
determining that the purported Cash Sale deed did not meet the requirements for an
authentic act, nor did it meet the requirements of an authenticated act. See
La.Civ.Code art. 1833. Thus, the question becomes whether the transaction was a
valid sale under private signature.

Louisiana Civil Code Article 2439 provides that a “[s]ale is a contract
whereby a person transfers ownership of a thing to another for a price in money[]”
and “(t]he thing, the price, and the consent of the parties are requirements for
perfection of a sale.” However, “[c]onsent may be vitiated by error, fraud, or
duress.” La.Civ.Code art. 1948. Here, the trial] court found as a matter of fact that
there was no agreement to sell the property as the document that ultimately
appeared to do so was produced and executed fraudulently by Mr. Ali, as stated in

its written reasons.

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The cash sale itself was greatly disputed and suspicious as
previously described. Chandler along with the two witnesses stated
that the document they believed they were signing concerned a
request for a liquor license. In addition, once the document was
signed, Ali did not provide a copy of the instrument to Chandler.

Chandler stated that it appeared to be his signature but was
unyielding that he did not sign a cash sale deed. Chandler is familiar

with documentation required for real estate transactions with evidence

of real estate transactions being introduced at trial[.] Chandler used

the services of an attorney and was ready to do so in this sale as well.

This Court is satisfied that the document presented as a cash sale was

not what was presented to Chandler to sign.

Recognizing your signature is not the same as acknowledging

your signature for the purposes of La. C.C. Art. 1836 and 1839 to

transfer immovable property. Like the Skannal court,[?] this Court

finds the circumstances surrounding the execution of the cash sale

deeds highly suspicious and further finds that it does not satisfy an act

by private signature. The proof has been strong and convincing that

this transaction is plagued with inconsistencies and misguidance.

We find no manifest error in the conclusion of the trial court. Neither of the
purported witnesses to the sale recognized the document introduced as evidence
and did not in fact witness any signatures thereon. Each of them thought they were
being asked to witness a document for a liquor license application. There was no
notary present when they signed the document, in whatever form it was in at the
time. The notary public did not recognize the full document, nor did she witness
the signatures of either Mr. Chandler or Mr. Ali. She stated the document she
examined on March 10, 2020 was a two page document, not three pages, as the
recorded deed is.

A review of the Cash Sale document is also supportive of the factual
findings of fraud by the trial court. It appears to have been prepared so as to place

the signature page by itself as page three of three, with the entirety of the

dispositive sale language on pages one and two, despite there being large space

2 Skannal v. Bamburg, 44,820 (La.App. 2 Cir. 1/27/10), 33 So.3d 227, writ denied,
10-707 (La. 5/28/10), 36 So.3d 254.

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gaps on the first two pages. The signature page could easily have fit into a two-
page document, but that is not what is presented. Indeed, a review of the
unexecuted cash sale deed prepared by Mr. Chandler’s attorney, Mr. Walters,
included the same language and signature arrangement, but was fully accomplished
as a two-page document with the signature spaces included within the dispositive
sale language on page two. While Mr. Ali adamantly argues that he presented the
Cash Sale deed for signing as was recorded with the clerk of court, that testimony
was contradicted, and the trial court rejected his account of the events. As stated
by the trial court in its written reasons:

The testimony was very revealing in how the pieces to deceive
were put into place. That deception involved multiple parties and
multiple events. The version given by Ali was self-serving while the
testimony of the others — Mr. and Mrs. Deville, McQueen and
Delaney - were more accurate reflections of the events of that day in
which the cash sale was developed.

As reflected from the above, the trial court made significant credibility
determinations in deciding this case.

It is well settled that a court of appeal may not set aside a trial
court’s or a jury’s finding of fact in the absence of “manifest error” or
unless it is “clearly wrong,” and where there is conflict in the
testimony, reasonable evaluations of credibility and reasonable
inferences of fact should not be disturbed upon review, even though
the appellate court may feel that its own evaluations and inferences
are as reasonable.

Rosell, 549 So.2d at 844 (quoting Arceneaux v. Domingue, 365 So.2d 1330, 1333
(La.1978)). It is not our role to second guess these determinations. Thus, we find
no error in the trial court’s decision finding that Defendant, Mr. Ali, fraudulently
created and executed the Cash Sale deed, and determining the same to be null, void,
and set aside. Mr. Ali argued in the trial court, and does so here, that any fraud he

committed did not vitiate consent because Mr. Chandler could have “ascertained

the truth without difficulty, inconvenience, or special skill.” La.Civ.Code art. 1954.

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The trial court rejected this argument at least implicitly in its finding of fact as
recited above, concerning the multi-layered fraudulent scheme perpetrated by Mr.
Ali, and we find no manifest error in this decision.

Having affirmed the trial court’s decision annulling the Cash Sale deed for
fraud, Mr. Ali’s second assignment of error that the trial court committed legal and
factual error in ruling that Mr. Chandler’s execution of the Cash Sale did not
satisfy the requirements of an act under private signature is rendered moot. An
authentic act is full proof of the agreement contained in it, against the contracting
parties, their heirs or assigns, unless forgery is alleged and proved. La.Civ.Code
art. 2236. Further, recorded deeds of conveyance speak for themselves, and
subsequent parol evidence cannot be admitted to modify their terms unless fraud or
error is alleged. Mathieu v. Nettles, 383 So.2d 1337 (La.App. 3 Cir.), writ denied,
390 So.2d 202 (La.1980). The same is true for acts under private signature, where
fraud is alleged and proven, as was the case here. Smith v. Remodeling Serv., Inc.,
94-589 (La.App. 5 Cir. 12/14/94); 648 So.2d 995. Considering the foregoing, we
find no manifest error in the trial court’s judgment.

Plaintiff has answered the appeal, seeking damages for its loss of use of the
property and for attorney fees. In its original petition, Plaintiff indeed sought such.
Following trial on the merits, however, the judgment of the trial court was silent as
to any award as prayed for. “Where a trial court’s ruling is silent with respect to
any demand which was at issue under the pleadings, such silence constitutes an
absolute rejection of such demand.” VaSalle v. Wal-Mart Stores, Inc., 01-462, p. 8
(La. 11/28/01), 801 So.2d 331, 337.

Louisiana Civil Code Article 2324.1 provides that “[iJn the assessment of

damages in cases of offenses, quasi offenses, and quasi contracts, much discretion

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must be left to the judge or jury.” The burden of proving damages is on the party

seeking such.

A court is not justified in fixing damages in the absence of
definite proof. The plaintiff has the burden of proving the damage
suffered by him as a result of the breach of contract. In a breach of
contract action, the plaintiff is entitled to recover the amount of loss
he has sustained and the profit of which he has been deprived. LSA-
C.C. art. 1934. While the absence of independent, corroborating
evidence may not be fatal to the plaintiff's burden of proof, the lack of
even a minimal degree of detail or specificity as to the extent of loss
precludes an award. Casadaban v. Bel Chemical & Supply Company,
Inc., 322 So.2d 854 (La.App., Ist Cir. 1975). Speculation and
conjecture cannot be accepted as a basis for fixing loss of earnings or
profits. Jones v. Rodgers, 179 So.2d 674 (La.App., 2d Cir. 1965).

Campbell v. Lelong Trust, 327 So.2d 533, 536 (La.App. 2 Cir.), writ denied, 331
So.2d 494 (La.1976), and writ denied, 331 $o.2d 496 (La.1976).

In the instant case, there was little to no evidence of damages for the trial
court to reasonably make an award, other than speculation. The only testimony
remotely related to damages sought came during the testimony of Mr. Chandler,
during the following exchange:

Q. Has he ever paid Three Hundred Twenty-Five Thousand Dollars
to you for that property?

A. No.

Q. Have you lost all of the monthly rental of Three Thousand Dollars
per month on that store since it burned? Since it burned on June 7,
2020?

A. Have I received anything after it burnt?

Q. No, have you lost, have you lost it. Right. Have you been unable
to rent it?

A. Right. Yes.

Q. And are you currently in possession of the store property that’s
just sitting out there in destroyed condition?

A. Yes.

Q. Yes what?
A. It’s just sitting there burnt up just idle land.

Q. And have, have you been able to clean up the premises or replace
the store?

A. No, sir, I haven’t done nothing.
Q. And has the value of that store property been diminished with it

having been destroyed and then, uh, lying there, uh, out of use and out
of order and unable to use it for so many, uh, for so long?

A. Yes.

Obviously, the entire premise of the lawsuit here is that Mr. Chandler did not
sell the business to Mr. Ali, thus, there is no expectation of receiving the
$325,000.00 purchase price. Further, there is no proof in this record pertaining to
the cause of the fire that destroyed the use of the building or whether Mr. Ali had
any fault therefore. Accordingly, we find no error in the trial court’s failing to
award damages.

Plaintiff further argues that the trial court erred in failing to award attorney
fees. We also find no error in failing to do so. “Louisiana courts have long held
that attorney fees are not allowed except where authorized by statute or contract.”
Stutts v. Melton, 13-557, p. 8 (La. 10/15/13), 130 So.3d 808, 814. No such statute
or contract exists here so as to give the trial court any authority to award attorney
fees.

DECREE

For the reasons above, the judgment of the trial court is affirmed in its
entirety, declaring the Cash Sale filed on March 12, 2020 to be declared null, void,
and set aside, and directing the Ninth Judicial District Clerk of Court to note on the
Cash Sale recorded in Conveyance Book 2137 at Page 597 bearing instrument

number 1663692 the judgment annulling and setting aside any purported sale and
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transfer of immovable property. The trial court’s decision not to award damages
and attorney fees to Plaintiff is also affirmed. All costs of these proceedings are
assessed to Defendant, Ayoub Alli.

AFFIRMED.

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