The question before the Court in this action for specific performance of contract and other relief is whether plaintiff has the right to purchase a half interest in the land it leased pursuant to a condition in that lease. The trial court granted plaintiff specific performance, finding plaintiff "is entitled to exercise its right of first refusal" to buy the half interest in its leased-land for the amount of $63,600. The trial court further ordered defendants to transfer all of their right, title, and interest in this land to plaintiff upon plaintiff's tender of this amount. Defendants appeal this judgment. Appellants argue the trial court erred because: it did not clearly reject each of defendants' arguments; plaintiff lost its right of first refusal because it defaulted on its lease obligation; plaintiff never properly exercised its right of first refusal; and the trial court erroneously determined the purchase price to be $63,600. For the following reasons, we find appellants' arguments to be without merit and therefore affirm the trial court's judgment.
Plaintiff, Royal Oldsmobile Company, Inc., leased certain land from its owners.
The lease was recorded in the public registry.
The lease between Royal and the land's owners, and subsequent owners, endured for its original term and through several
In a previous appeal, this Court chronicled how Joseph Dimitri's interest transferred to Heisler:
Royal Oldsmobile, 58 So.3d at 487.
Josephine Virga Dimitri and the Succession of Joseph Dimitri sold the 50% interest in a collection of properties, which included the 50% interest in the leased-land, to Josephine DeSalvo Dimitri pursuant to an "Agreement to Purchase and Sell," and its Extension.
On May 4, 2004, Royal filed suit against Heisler, and other defendants, seeking to enforce its right of first refusal to buy the leased-land.
In further proceedings, Henry Klein motioned to intervene in this suit. The record shows that on July 11, 2010, Heisler sold to Mr. Klein half of its 50% interest in the leased-land.
On November 30, 2011, the trial court held a trial to determine the merits of the claims between Royal and Heisler and Mr.
The trial court ruled upon these remaining claims in its December 6, 2011 judgment in which it ruled that Royal was entitled to specific performance to exercise its right of refusal in the amount of $63,600 and further ordered that when Royal tendered the $63,600 amount, that "Heisler and [Mr.] Klein must transfer all of their right, title and interest in the leased property at issue to Royal."
Appellants, Heisler and Mr. Klein, argue the trial court erred in its December 6, 2011 judgment because: it did not clearly reject each of defendants' arguments; plaintiff defaulted on its lease obligation; plaintiff never properly exercised its right of first refusal; and the trial court erroneously determined the amount of $63,600. We find each of these arguments to be without merit and address them individually below.
Appellants now argue that the trial court's December 6, 2011 judgment improperly failed to address its defenses and give a reasoned analysis. We disagree. Here, both sides proposed findings of fact and then made their respective arguments at trial. After this trial, the trial court entered its judgment on the merits and rendered Findings of Fact and Conclusions of Law in which the court adopted Royal's proposed findings of fact.
After the trial court rendered its judgment and Findings of Fact and Conclusions of Law, neither party timely sought additional reasons for judgment pursuant to La. C.C.P. Article 1917. Therefore, appellants waived their right to complain of the trial court's alleged failure to give a "reasoned analysis" in which it addressed each of appellant's defenses in ruling on the merits of the case. Bosley v. Hebert, 13313 (La.App. 1 Cir. 5/5/80), 385 So.2d 430. Furthermore, the district court's judgment and reasons for judgment are two separate and distinct legal documents. Appeals are taken from the judgment, not the written reasons for judgment which form no part of the judgment. Wooley v. Lucksinger, 09-0571 (La.4/1/11), 61 So.3d 507, 572, reh'g denied (4/29/2011). While appellants complain that the trial court failed to engage in a "reasoned analysis" of each of their defenses, "[a] final judgment need not dispose of all the issues between the parties; all that is required is that it determine issues involved on the merits of the action." Wellmeyer v. W. Reserve Life Assur. Co. of Ohio, 94-937 (La.App. 5 Cir. 8/30/95), 663 So.2d 745, 746 (citing Landry v. John E. Graham & Sons, 506 So.2d 843, 844 (La.App. 1st Cir.4/14/87)). Conduct that prevents an opposing party from having an opportunity to appear or to assert a defense constitutes a deprivation of the party's legal rights, and if demonstrated, provides grounds to annul a judgment. Advanta Bank Corp. v. First Mount Zion Baptist Church, 03-732 (La.App. 5 Cir. 12/30/03), 865 So.2d 165, 168. The trial court engaged in no such conduct here. The record reflects that appellants were afforded an opportunity
When a trial court's judgment does not address an issue involved in the merits of an action, courts will remand the matter for supplemental findings. Fishbein v. State ex rel. LSU Health Sciences Ctr., 06-0549 (La.App. 1 Cir. 3/9/07), 960 So.2d 67, 75, writ denied, 07-0730 (La.6/22/07), 959 So.2d 495; Dufrene v. Torch, Inc., 98-276 (La.App. 5 Cir. 10/28/98), 720 So.2d 438, 44. Here however, the trial court disposed of the merits of the claim after receiving pleadings and hearing argument on each of appellants' defenses.
Further, even when a trial court's reasons do not adequately explain its decision making process, a court of appeal may affirm that trial court's judgment. See Milton v. Crawford, 98-478 (La.App. 3 Cir. 10/7/98), 719 So.2d 743.
Appellants also complain that the trial court adopted Royal's Proposed Findings of Fact. In Dufrene v. Willingham, 97-1239 (La.App. 5 Cir. 10/28/98), 721 So.2d 1026, 1029, writ denied, 99-0032 (La.3/12/99), 739 So.2d 212, this Court recognized that even when "a trial judge adopts most or almost all of a party's suggested reasons for judgment, the reasons and the judgment itself will stand as long as the record supports them." (citing Lancaster v. Petroleum Corp. of Delaware, 491 So.2d 768, 773 (La.App. 3 Cir.1986).)
Here, the parties were permitted to argue their respective cases, and their defenses. After examining the judgment as well as the trial court's Findings of Fact and Conclusions of Law, we find that, while the trial court did not specifically address each of appellants' defenses, it did decide of all issues at trial. Further, we find that the record supports each of the trial court's findings of fact. Therefore, we find this assignment of error to be without merit.
At trial, defendants admitted Royal was not in default when Heisler bought the interest in the leased-land. Defendants contend however that Royal defaulted after they purchased the leased-land and that therefore, Royal lost its right to exercise its right of first refusal. We disagree. We find that any default by Royal after Heisler's purchase is irrelevant to our consideration because Royal's right of first refusal was triggered by Heisler's offer to purchase the land Royal leased.
A suspensive condition creates enforceable obligations when an event, which is uncertain to happen, occurs. La. C.C. art. 1767. A provision in a lease, such as a right of first refusal, allowing the leasee to buy the leased-land upon the occurrence of an uncertain event, is a suspensive condition.
Here, the right of first refusal is a suspensive condition in the lease because it
Heisler further argues that the trial court erred in its judgment because Royal never validly exercised its right of first refusal. Heisler points out that the right of first refusal provision in the lease allows Royal only "(30) days following delivery of a copy of the offer to its offices, to purchase the property for such amounts and upon such terms as the Lessor has an opportunity to sell such property to a third person." Heisler argues that Royal's right of first refusal expired under this term because Royal did not purchase the property within the required thirty days after the time it made the offer on the property and gave notice to Royal of the sale. Heisler also contends that Royal did not properly exercise its right of first refusal because it did not comply with the law of tender and deposit. Again, we disagree.
Here, the lease's right of first refusal provision states that the thirty-day period to buy the property begins to run from the day of "delivery of a copy of the offer to [the lessee's] offices." Our review of the record reveals no evidence that a copy of Heisler's offer was ever delivered to Royal's offices. Therefore, the lease's thirty-day period has never commenced and never expired.
Appellants assert the lease's term, requiring the delivery of the offer, was not triggered because they never made an offer on the leased-land. Appellants contend they came to own the leased-land through an act of sale which transferred a collection of properties in globo, not through an offer particularly for the leased-land.
Appellants' argument fails on two grounds. First, we find that, before its acceptance, the document which became the act of sale between Josephine DeSalvo Dimitri and Heisler, signed by Heisler, was a qualifying offer that triggered Royal's right of first refusal.
Because the words of the lease contract are clear, we may search for no additional meaning. La. C.C. art.2046. Additionally, because we find that no copy of Heisler's offer to buy the leased-land was delivered to Royal before the December 11, 2003 sale to Heisler, Heisler's arguments regarding tender and deposit law are irrelevant. See Hertz Corp. v. R & R Properties, L.L.C., 11-50 (La.App. 5 Cir. 12/28/11), 83 So.3d 205, 209, reh'g denied, (1/24/12), writ denied, 12-0438 (La.4/13/12), 85 So.3d 1249. For these reasons, we find this argument by Heisler to be without merit.
Finally, appellants allege the trial court erroneously determined an amount of $63,600 for Royal's exercise of its right of first refusal. Appellants argue that the trial court's determination of this amount is a barred creative exercise and that the trial court should have not allowed specific performance in this case.
Initially, we recognize that the Civil Code permits specific performance of a right of first refusal. La. C.C. art. 2625 states, "A party may agree that he will not sell a certain thing without first offering it to a certain person. The right given to the latter in such a case is a right of first refusal that may be enforced by specific performance." For a breach of contract granting a right of first refusal, specific performance is the appropriate remedy. Price v. Town of Ruston, 171 La. 985, 132 So. 653 (1931); Culp v. Eagle's Nest Church Of Monroe, 39-027 (La.App. 2 Cir. 11/19/04), 887 So.2d 743, 748. Specific performance is the preferred remedy in Louisiana, except where "it is impossible, greatly disproportionate in cost to the actual damage caused, no longer in the creditor's interest, or of substantial negative effect upon the interests of third parties." Weingarten v. Northgate, 404 So.2d 896, 901 (La.1981). We do not find any of the exceptions apply and therefore find that the trial court did not err in ordering specific performance.
Finally, on the issue of whether the trial court erred in calculating $63,600 as the amount for which Royal is entitled to exercise its right of first refusal, we find that this is a finding of fact subject to review by this court as set out in Minton v. Crawford, 98-478 (La.App. 3 Cir. 10/7/98), 719 So.2d 743, 746.
On review of the record before us, we find that the trial court did not manifestly err in this calculation. Evidence introduced by Royal reflects that, on May 14, 2003, pursuant to a U.S. Marshal's Sale, a 50% interest in the same collection of properties that Josephine DeSalvo Dimitri sold to Heisler was appraised at $864,500. Further, Royal introduced evidence which showed that the leased-land accounted for approximately 7.95% of the value of this appraised collection of properties.
Royal's right of first refusal entitled it to buy its leased-land "for such amount and upon such terms as the Lessor has an opportunity to sell such property to a third person." Here, the record shows that the "Lessor" — now, Josephine DeSalvo Dimitri — had such an "opportunity to sell" to Heisler for $800,000.
Heisler introduced no evidence into the first or second trial of this matter upon which the court should have questioned the efficacy of the sale price for the entire group of properties at the U.S. Marshal's Sale or the 7.95% calculation, nor upon which the court could have calculated the value of the leased-land as an individual parcel in an alternative manner.
For its $800,000 purchase price, Heisler bought a collection of properties which was appraised for $864,500 at the U.S. Marshal's sale. The trial court's reasons for judgment show that the trial court applied the leased-land's proportional value in the U.S. Marshal's sale, 7.95%, to the sale of the same collection of properties to Heisler for $800,000. We find that based upon the evidence in the record, the trial court reasonably determined that 7.95% of Heisler's $800,000 purchase price was attributable to the leased-land. Therefore, we also find that the trial court was reasonable when it determined that $63,600 of Heisler's sale price was attributable to its purchase of the leased-land and that Royal was entitled to exercise its right of first refusal for that amount. Therefore, this assignment of error has no merit.
Because of the foregoing, we affirm the judgment of the trial court.
Further, Heisler admits that Josephine DeSalvo Dimitri bought this interest pursuant to a prearranged agreement whereby she would serve as a conduit for Heisler to acquire the properties.