NOT DESIGNATED FOR PUBLICATION

HIGGINBOTHAM, J.

In this suit for damages, we reverse the trial court's judgment finding a breach of contract and awarding damages resulting from the alleged breach, and we render judgment dismissing all claims.

FACTS AND PROCEDURAL HISTORY

Kenneth Collins is a former deputy constable employed by the City of Baton Rouge/Parish of East Baton Rouge Constable's Office (the City). Mr. Collins was hired on March 21, 2001, and was terminated for rules violations on August 4, 2005. Mr. Collins filed suit against the City disputing his termination; however, to avoid further litigation, the parties entered into a reciprocal release and compromise agreement (the Agreement) on September 11, 2007. The current dispute involves the proper interpretation of the Agreement.

The Agreement obligated the City to rescind Mr. Collins's termination by placing a letter rescinding the pre-termination and termination letters in Mr. Collins's permanent personnel file. The Agreement allowed Mr. Collins to voluntarily resign from his employment with the City retroactive to August 4, 2005, and provided that Mr. Collins would receive $2,000 for settlement of his claims against the City. Additionally, the Agreement required the City to provide a letter indicating that Mr. Collins had satisfactorily performed his job as a law enforcement officer while employed with the City. The City further agreed that it would "not interfere or otherwise become involved in prospective future employment" of Mr. Collins. Both parties agreed to refrain from discussing the termination incident in the media, refrain from negative, adverse, or critical comments about the other party, or otherwise publically report any information regarding the incident except to confirm that Mr. Collins had resigned his employment with the City. The City specifically agreed to maintain the Agreement exclusively in the files of the attorney for the City. Mr. Collins further agreed to never seek re-employment with any department or agency of the City after his resignation.

Approximately one year after the parties executed the Agreement, Mr. Collins sought employment with the East Baton Rouge Parish Sheriff's Office (Sheriff's Office). As part of that pre-employment process Mr. Collins signed an authorization allowing the Sheriff's Office access to his confidential personnel file with the City. The City's personnel file for Mr. Collins contained copies of the pre-termination and termination letters. Mr. Collins was not hired by the Sheriff's Office and as a result, he filed suit against the City alleging he sustained breach of contract damages when the City "willfully and maliciously" interfered with his prospective future employment at the Sheriff's Office. The City denied any breach of the Agreement's terms, maintaining that it had absolutely no contractual obligation to destroy or permanently remove the letters or any other information contained in Mr. Collins's confidential personnel file concerning the City's internal investigation, findings, and recommendations for pre-termination and termination proceedings. The City further asserted that Mr. Collins was allowed to resign his position with the City pursuant to the Agreement, and that Mr. Collins's authorization to release his entire confidential personnel file to the Sheriff's Office is what caused the disclosure of the rescinded termination information.

A bench trial was held on the merits. After presentation of Mr. Collins's case, the City moved for an involuntary dismissal, which was taken under advisement and then denied by the trial court at the end of the trial.1 The trial court ruled in favor of Mr. Collins, determining that the intent of the Agreement was for the pre-termination and termination letters to be destroyed or permanently removed from Mr. Collins's personnel file. The trial court concluded that the City had breached the Agreement twice when it did not remove or destroy the termination documentation and then interfered with Mr. Collins's future employment possibilities when it released the termination information contained in Mr. Collins's personnel file to the Sheriff's Office. The trial court further found that Mr. Collins had suffered damages due to the breach and awarded Mr. Collins $100,000 in general damages and $92,000 in special damages, plus interest and court costs. The City appeals the trial court judgment.

LAW AND ANALYSIS

The Agreement at issue came about because the parties desired to settle Mr. Collins's disputed-termination claim against the City. The Agreement was drafted by both of the attorneys for the City and Mr. Collins, and it specifically outlined the purpose by stating that the parties "seek to resolve all of their outstanding claims[,] causes of action, grievances, [and] disciplinary proceedings against one another."

Contracts have the effect of law between the parties and parties are obliged to perform contractual obligations in good faith. See La. Civ. Code art. 1983. Under Louisiana law, where the words of a contract are clear and unambiguous, interpretation of the contract is a question of law and subject to the de novo standard of review on appeal. Guest House of Slidell v. Hills, 2010-1949 (La. App. 1st Cir. 8/17/11), 76 So.3d 497, 499. Where factual findings are pertinent to the interpretation of a contract, those factual findings are not to be disturbed absent manifest error. Id. A contract is considered ambiguous on the issue of intent when it lacks a provision bearing on the issue, its written terms are susceptible to more than one interpretation, there is uncertainty as to the provisions, or the parties' intent cannot be ascertained. Campbell v. Melton, 2001-2578 (La. 5/14/02), 817 So.2d 69, 75; Guest House of Slidell, 76 So.3d at 499-500. However, a provision is not considered ambiguous merely because one party creates a dispute about it. See Campbell, 817 So.2d at 76.

Louisiana Civil Code articles 2045-2057 govern the interpretation of contracts. Courts are obligated to give legal effect to a contract according to the common intent of the parties. See La. Civ. Code art. 2045. When the words of the contract are clear and explicit and lead to no absurd consequences, then we may not make any further interpretation in search of the parties' intent. See La. Civ. Code art. 2046. In such cases, the meaning and intent of the parties to the written contract must be sought within the four corners of the instrument and cannot be explained or contradicted by parol evidence. See La. Civ. Code art. 1848; Guest House of Slidell, 76 So.3d at 499. However, when the contract is ambiguous, it shall be construed according to the intent of the parties, which is an issue of fact to be inferred from all of the surrounding circumstances. Guest House of Slidell, 76 So.3d at 499.

A doubtful provision must be determined in light of the nature of the contract, equity, usages, the conduct of the parties before and after the formation of the contract, and other contracts of a like nature between the same parties. La. Civ. Code art. 2053; Guest House of Slidell, 76 So.3d at 499. When the parties have made no provision for a particular situation, it must be assumed that they intended to bind themselves not only to the express provisions of the contract, but also to whatever the law, equity, or usage regards as implied in a contract of that kind or necessary for the contract to achieve its purpose. La. Civ. Code art. 2054. We note further that interpretation of ambiguous terms in a contract requires construction against the drafter of the contract. La. Civ. Code art. 2056; Guest House of Slidell, 76 So.3d at 499.

With all of these contract interpretation principles in mind, we turn to the pertinent issue in this case: whether the Agreement between the parties obligated the City to remove or destroy any reference to the investigation, proposed disciplinary action, or recommendation for Mr. Collins's termination that was contained in the City's confidential personnel file for Mr. Collins. The Agreement, however, does not expressly require the removal or destruction of such information. The parties concede that the Agreement is silent on that subject. Instead, the pertinent parts of the Agreement provide, with emphasis added:

It is undisputed that the City rescinded Mr. Collins's pre-termination and termination by sending him an obligatory letter to that effect on the same date that the Agreement was executed. It is also undisputed that the City placed a copy of that letter in Mr. Collins's permanent personnel file. Additionally, it is undisputed that on the same date that the Agreement was executed, the City provided Mr. Collins a letter stating that his job performance with the City was satisfactory and that he performed his law enforcement duties to the best of his ability. It is further undisputed that the City did not remove, delete, or otherwise destroy the documentation referencing Mr. Collins's pre-termination/termination investigation or proceedings from his permanent personnel file until ordered to do so pursuant to a stipulated judgment after this suit was filed.

The trial court's written reasons for judgment do not specifically find that the Agreement's terms were ambiguous concerning the parties' intent. Instead, the trial court stated that "Mr. Collins was clearly agreeing to the removal of his pre-termination letter and termination. He certainly would not have agreed to allow [the City] to send the letter or the termination again; to assume that he would agree to such would be absurd." In order to make such a statement, the trial court implicitly concluded that the Agreement was unclear and ambiguous as to the City's obligation to remove or destroy the documentation concerning Mr. Collins's termination, and then looked outside the four corners of the Agreement to consider extrinsic evidence to interpret the Agreement. Because the Agreement is silent as to the removal or destruction of the termination documentation, we agree with the trial court's determination that the Agreement was ambiguous as to the parties' intent on that issue. However, we respectfully disagree with the trial court's conclusion that the parties intended for the City to remove or destroy the information about Mr. Collins's termination proceedings. The Agreement contains a provision that actually reveals the parties' intent to have some information regarding the rescission of the termination placed in Mr. Collins's permanent personnel file.

Louisiana Civil Code article 2054 provides direction for interpreting contracts where the parties have failed to make a provision for a particular situation. We are to assume that the parties intended to bind themselves to the express provisions of the contract, as well as whatever the law, equity, or usage regards as necessary to achieve the purpose of the contract. See La. Civ. Code art. 2054. Again, the purpose of the Agreement between Mr. Collins and the City was to resolve their dispute over Mr. Collins's termination and to allow him to resign from his position with the City rather than be terminated.

The Agreement specifically required the City to "place a copy of a letter [rescinding] the pre-termination letter dated July 21, 2005 [,] and the termination in [Mr. Collins's] permanent personnel file." It is undisputed that the City carried out that requirement in an obligatory letter addressed to Mr. Collins from the City's attorney that was dated the same date as the Agreement was executed. That letter provided in pertinent part as follows:

The evidence in the record shows that the Agreement expressly required this letter to be written and placed in Mr. Collins's permanent personnel file. There is no doubt as to the existence or meaning of that requirement. The evidence also reveals that Mr. Collins was clearly aware that a copy of this obligatory letter discussing the rescission of his termination proceedings would necessarily be placed in his personnel file pursuant to the express terms of the Agreement, which was signed by Mr. Collins and his attorney. Thus, when Mr. Collins subsequently authorized the Sheriff's Office access to his confidential personnel file from his employment with the City, he should have known that the letter revealing the settlement of his termination dispute would be in his file as mandated by the Agreement. The copy of the City's obligatory letter rescinding Mr. Collins's termination pursuant to the Agreement would have put the Sheriff's Office on notice of the rescinded termination proceedings involving Mr. Collins and the City. Consequently, there is no evidence that the City interfered with or otherwise became involved in Mr. Collins's prospective future employment with the Sheriff's Office. There is no evidence that the City breached the Agreement. Hence, we conclude that the trial court's factual finding of a breach was manifestly erroneous.

CONCLUSION

Because we find the trial court manifestly erred in concluding that the City breached the Agreement, we hereby reverse the trial court's judgment in favor of Kenneth Collins and render judgment in favor of the City of Baton Rouge/Parish of East Baton Rouge Constable's Office, dismissing all of Mr. Collins's claims against the City with full prejudice. Costs of this appeal are assessed to Kenneth Collins.

REVERSED AND RENDERED.