Gbb Properties Two, LLC v. Stirling Properties, LLC

STATE OF LOUISIANA
COURT OF APPEAL, THIRD CIRCUIT

17-384

GBB PROPERTIES TWO, LLC and DBR PROPERTIES, LLC

VERSUS

STIRLING PROPERTIES, LLC, AMBASSADOR INFRASTRUCTURE,
LLC, FOUR MAGNOLIAS, LLC, AND AMBASSADOR TOWN CENTER
JV, LLC

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SUPERVISORY WRIT FROM THE
FIFTEENTH JUDICIAL DISTRICT COURT
PARISH OF LAFAYETTE, NO. 2016-2400
HONORABLE EDWARD D. RUBIN, DISTRICT JUDGE

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JOHN D. SAUNDERS
JUDGE

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Court composed of John D. Saunders, Elizabeth A. Pickett, and Shannon J.
Gremillion, Judges.

WRIT DENIED.

Brent B. Barriere
Skylar Rosenbloom
Rebecca Sha
Fishman Haygood, L.L.P.
201 St. Charles Ave. Suite 4600
New Orleans, LA 70170-4600
(504) 586-5252
COUNSEL FOR DEFENDANT/RESPONDENT:
Stirling Properties, LLC
Ambassador Town Center JV, LLC
Ambassador Infrastructure, LLC

Rickey W. Miniex
Clyde R. Simien
Katrena A. Porter
Simien and Miniex, APLC
104 Rue Iberville
Lafayette, LA 70508
(337) 269-0222
COUNSEL FOR DEFENDANT RESPONDENT:
Stirling Properties, LLC
Ambassador Infrastructure, LLC
Ambassador Town Center JV, LLC

Patrick S. McGoey
Andrea V. Timpa
Ellie T. Schilling
Jacob K. Weixler
Schonekas, Evans, McGoey & McEachin, LLC
909 Poydras Street, Suite 1600
New Orleans, LA 70112
(504) 680-6050
COUNSEL FOR PLAINTIFF/APPLICANT:
DBR Properties, LLC
GBB Properties Two, LLC

SAUNDERS, Judge.

This case concerns the construction of various infrastructure improvements

in a commercial real estate development known as “Ambassador Town Center” on

a tract of land in Lafayette (the property), a portion of which is owned by the

plaintiff-in-reconvention, Ambassador Town Center JV, LLC (Town Center). The

remainder of the property is owed by Relators (GBB Properties Two, LLC and

DBR Properties, LLC). In 2014, Town Center and Relators planned to construct a

pond on the property for drainage and storm water management purposes (pond).

Initially, the parties agreed they would maintain the pond jointly and share

expenses pro-rata and negotiated a written agreement that the reflected same titled

“Pond Maintenance and Drainage Servitude Agreement” (PMDSA). This

agreement was never signed, however, because the parties entered into discussions

with the Parish of Lafayette to have the pond dedicated to the Lafayette

Consolidated Government (LCG) and for LCG to maintain the pond.

Consequently, the parties then entered into a Drainage Servitude Agreement (DSA)

on December 19, 2014, which contained the same terms as the PMDSA, but with

all references to maintenance removed. It is not disputed that the DSA is the only

written agreement between the parties and that it is silent regarding pond

maintenance, but explicitly states that it “contains the complete understanding and

agreement of the parties hereto with respect to all matters referred to herein, and all

prior representations, negotiations, and understandings are superseded hereby.”

After learning that LCG would not accept the dedication, Town Center requested

that Relators jointly maintain the pond and share expenses as originally agreed

upon, which Relators refused to do.

Relators then filed the present action against Town Center, among other

defendants. Town Center, in turn, filed its reconventional demand, seeking to

enforce, under various theories, the original oral agreement.1 In response, Relators

filed their peremptory exception of no cause of action, alleging the DSA

superseded any previous oral agreements between the parties. Although both

parties attached documents to their pleadings, no exhibits were formally introduced

into evidence at the hearing on the exception, at the close of which the trial court

took the matter under advisement.

On February 24, 2017, the trial court issued a minute entry, denying

Relators’ exception:

Now, having considered the memoranda, the applicable law,
and the evidence admitted at the hearing, (which includes, but is not
limited to the communications between the parties, and all attached
exhibits such as the 12/9/14 e-mail from Mr. Becker concerning the
“Pond” (See Exhibit 2) at issue, the Court finds as follows:
The Court finds that Town Center JV has stated a cause of
action upon which relief can be granted. The evidence indicates that
there was a meeting of minds, such that maintenance of the “Pond”
became an asset which benefits all of the property owners.
As such, all parties are responsible for, and shall jointly share in
the expenses related to the Pond[’]s maintenance, notwithstanding that
the city, Lafayette Consolidated Government failed to execute a
Notice of Acceptance of Perpetual Maintenance Agreement.
IT IS HEREBY ORDRED that [Relators]’ Peremptory
Exception of No Cause of Action is Denied.

Thereafter, on March 27, 2017, the trial court signed a written judgment,

likewise stating:

Having considered the memoranda, the applicable law, and the
evidence admitted at the hearing (which includes, but is not limited to,
the communications between the parties and all attached exhibits such
as the 12/9/14 e-mail from Mr. Becker concerning the “Pond” (See
Exhibit 2) at issue) and for the reasons set forth in the Court’s minute
entry dated February 24, 2017,
IT IS HEREBY ORDERED, ADJUDGED AND DECREED
that [Relators’] Peremptory Exception of No Cause of Action is
DENIED.

1
Town Center alleged five claims: (1) breach of oral contract, (2) declaratory relief, (3)
intentional and negligent misrepresentation, (4) detrimental reliance, and (5) an alternative claim
of unjust enrichment.
2

Relators now seek review of the trial court’s judgment, particularly as to its

“holding” on the merits.

SUPERVISORY RELIEF

“The proper procedural vehicle to contest an interlocutory judgment that

does not cause irreparable harm is an application for supervisory writs. See La.

C.C.P. arts. 2087 and 2201.” Brown v. Sanders, 06-1171, p. 2 (La.App. 1 Cir.

3/23/07), 960 So.2d 931, 933. But see La.Code Civ.P. art. 2083, comment (b),

“Irreparable injury continues to be an important (but not exclusive) ingredient in an

application for supervisory writs.” (Citation omitted.)

ON THE MERITS

A peremptory exception of no cause of action questions whether the law

extends a remedy to anyone under the factual allegations of the petition.

Everything on Wheels Subaru, Inc. v. Subaru S., Inc., 616 So.2d 1234 (La.1993).

“Every reasonable interpretation must be accorded the language of the petition in

favor of maintaining its sufficiency and affording the plaintiff the opportunity of

presenting evidence at trial.” Indus. Cos., Inc. v. Durbin, 02-665, p. 7 (La.

1/28/03), 837 So.2d 1207, 1213. Generally, “[n]o evidence may be introduced at

any time to support or controvert the objection that the petition fails to state a cause

of action.” La.Code Civ.P. art. 931. However, a jurisprudentially recognized

exception to this rule allows the court to consider evidence that is admitted without

objection to enlarge the pleadings. Maw Enters., L.L.C. v. City of Marksville, 14-90

(La. 9/3/14), 149 So.3d 210.

It is well settled that the trial court’s “oral or written reasons for judgment

form no part of the judgment, and that appellate courts review judgments, not

reasons for judgment.” Bellard v. Am. Cent. Ins. Co., 07-1335, p. 25 (La. 4/18/08),

980 So.2d 654, 671; La.Code Civ.P. art. 1918. “The written reasons for judgment
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are merely an explication of the Trial Court’s determinations. They do not alter,

amend, or affect the final judgment being appealed . . . .” State in the Interest of

Mason, 536 So.2d 530 (La.App. 1 Cir. 1977).

Relators assert that the trial court erred in deciding the merits of the

reconventional demand and holding that (1) there was a “meeting of the minds”

regarding maintenance of the pond and (2) “all parties are responsible for, and

shall jointly share in the expenses related to the Pond’s maintenance” when the

matter before the trial court was only a peremptory exception of no cause of action.

A hearing on an exception, Relators advance, is not the proper procedural tool to

determine fact-based findings or to make a judgment on the merits; the trial court’s

duty is not to determine whether plaintiff can prevail, but merely whether, on the

face of the pleadings, plaintiff is legally entitled to relief. Citing Everything on

Wheels, 616 So.2d 1234; Friel v. La. Citizens Prop. Ins. Corp., 11-1032 (La.App. 4

Cir. 2/28/12), 85 So.3d 180. Herein, however, Relators argue that the trial court

essentially granted Town Center’s reconventional demand without a trial and

without permitting Relators the opportunity to present any evidence in defense.

Therefore, the trial court’s judgment, which expressly incorporated its reasons

cited above, should be reversed, its rulings on the merits vacated, and this matter

remanded for a full trial on the merits. In a footnote, Relators claim this court

could grant this writ and, based on the pleadings, dismiss Town Center’s claims.

In opposition, Town Center argues Relators incorrectly treat the trial court’s

reasons and findings in the minute entry as a judgment, but reasons are not part of

a judgment. 2 Looking only to the words and relief granted in the trial court’s

formal judgment, Town Center notes that the judgment just denies Relators’

2
Citing Barlow v. Barlow, 13-1092, p. 4 (La.App. 3 Cir. 10/23/13), 161 So.3d 24, 28 (holding
that document titled “Reasons for Judgment” was not a judgment in absence of formal decretal
language, such as “ORDERED, ADJUDGED AND DECREED”).
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exception, i.e., it does not grant the reconventional demand or rule on any

evidentiary matters. Therefore, Relators’ contention that the trial court erred based

upon the language in its reasons, which are absent from its formal judgment,

should be rejected. Town Center further asserts the trial court did not err in

considering extrinsic evidence to which Relators did not object, as the law is clear

such evidence may be introduced in consideration of an exception of no cause of

action where the other party does not object. Citing Maw Enters., 149 So.2d 210;

Stewart v. Stewart, 15-153 (La.App. 3 Cir. 6/3/15), 166 So.3d 448. Documents

central to a petition and referenced therein, like the ones referred to by the trial

court, may also be considered.

Relators, in reply, assert that, despite its title, the minute entry is an

interlocutory judgment that is expressly incorporated into the formal judgment.

They also distinguish Barlow as it involved a final judgment, not an interlocutory

one. As to the trial court’s consideration of extrinsic evidence, Relators first assert

they have not assigned error on this point. Second, they do not take issue with the

trial court’s review of the documents, rather their position is that the trial court

could not and should not have reached the conclusions on the merits reflected in

the minute entry.

The primary problem with Relators’ argument is that it fails to take into

account the well-settled rule that the trial court’s oral or written reasons for

judgment form no part of the judgment, and that appellate courts review

judgments, not reasons for judgment. Even in the minute entry, all language

preceding the “decree” is merely explanatory and does not form part of the

judgment subject to review by this court. Although the trial court does expressly

incorporate those reasons into its formal judgment, they are still merely reasons.

Therefore, although the trial court did arguably exceed its authority in discussing
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the merits of the claim, its judgment only speaks to the exception, which was

properly before the court. Moreover, it logically follows that, if the trial court

found Town Center could succeed on its claim, its pleadings as expanded by the

un-objected to documents should be more than sufficient to withstand an exception

of no cause of action. Accordingly, we deny this writ, as we find no error in the

trial court’s ruling.

WRIT DENIED.

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