Mark Doyle Constr., LLC v. DVR LA2, LLC

324 So.3d 226

MARK DOYLE CONSTRUCTION, LLC, Plaintiff-Appellant

v.DVR LA2, LLC, and DVR Shreveport, LLC, Defendants-Appellees

No. 53,957-CA

Court of Appeal of Louisiana, Second Circuit.

Judgment rendered June 30, 2021.

McMICHAEL, MEDLIN, D'ANNA, WEDGEWORTH & LAFARGUE, L.L.C., By: James C. McMichael, Jr., Shreveport, Mark E. Carter, Counsel for Appellant

JUSTIN P. SMITH, Counsel for Appellees

Before STEPHENS, THOMPSON, and HUNTER, JJ.

HUNTER, J.

The plaintiff, Mark Doyle Construction, LLC, appeals a summary judgment in favor of the defendants, DVR LA2, LLC and DVR Shreveport, LLC. The district court determined that plaintiff had not presented evidence to raise an issue of fact as to whether additional payment was owed for the work performed. For the following reasons, we affirm.

FACTS

In 2013, Shreveport Business Park, LLC ("SBP"), leased a portion of the former General Motors automobile plant ("GM Plant") and 437 adjoining acres. In 2016, SBP subleased 100,000 square feet of office/processing space in the GM Plant and the acreage to DVR LA2, LLC, and DVR Shreveport, LLC (collectively referred to as "DVR"). In April 2017, DVR and Mark Doyle Construction, LLC ("Doyle"), entered into an agreement providing that Doyle would make parking area improvements at the plant, including land clearing, site preparation and paving. The contract stated that the two-phase project would consist of 75 unimproved acres in Phase I and 115 unimproved acres in Phase II, a total of 190 acres. In addition, section 15.7.4 of the contract provided that acceptance of final payment "shall constitute a waiver of claims by the payee except those previously made in writing" and identified as unsettled at the time of final payment.

From April to July 2017, Doyle worked on 68 acres of the 75 acres included in Phase I. During that time, Doyle submitted 34 invoices to DVR seeking payment for work performed and expenses in the total amount of $2,925,864.78. DVR paid each of those invoices in full. On July 24, 2017, Doyle sent DVR an invoice marked "Final Payment for 45 acres at GM Plant in Shreveport" in the amount of $75,000. On that same date, DVR wired the full amount of the invoice to Doyle, which accepted the payment.

In December 2017, the parties agreed to a second contract, which provided that Doyle would finish work on 9 acres of parking that had been partially completed in Phase I and develop an additional 24 unimproved acres with new parking for a total price of $505,000. This second contract was signed by the parties and contained an integration clause in section 1.1.2, stating that this contract "represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral." The contract does not refer to an agreement to pay for work already performed by Doyle or a promise of future work regarding an additional 50 acres. While performing the work described in the second contract, Doyle submitted weekly invoices to DVR, which paid each invoice in full. Doyle was paid the full amount for the work completed under the December 2017 contract.

In February 2018, Doyle sent an invoice to DVR seeking payment of $1,206,854 for work allegedly completed by Doyle during the months of April-June 2017, for which it had not been paid. DVR refused to pay and a short time later, Doyle sent another invoice seeking payment of $1,390,256. After DVR refused to pay, Doyle sent a third invoice, dated August 18, 2018, for the amount of $1,426,012. DVR denied that any amount was owed and again declined to pay. Doyle then filed a statement of claim and privilege in the public records of Caddo Parish to preserve its claims against DVR for payment of the alleged indebtedness.

Subsequently, the plaintiff, Doyle, filed a petition alleging that contrary to the parties’ agreements, DVR had failed to pay Doyle for the work described in the disputed invoice and to provide Doyle with the opportunity for additional work. DVR filed an answer and reconventional demand alleging that Doyle's statement of claim and privilege was not valid. Following discovery, DVR filed a motion for summary judgment on the grounds that Doyle had been paid for the work performed and that the integration clause in the December 2017 contract superseded any prior agreements between the parties. In its opposition, Doyle argued that issues of genuine fact existed as to whether it intended to waive all claims against DVR by submitting an invoice for final payment regarding 45 acres and whether the parties intended the integration clause to apply to the prior written contract and oral agreements.

After a hearing, the district court granted DVR's motion for summary judgment, finding that Doyle's acceptance of final payment waived any claims under the first contract and that the integration clause in the second contract superseded any prior agreements by the parties. The district court rendered summary judgment in favor of DVR, dismissing Doyle's claims and cancelling the statement of privilege. Doyle appeals the judgment.

DISCUSSION

We first address Doyle's assignment of error alleging that the trial court erred in finding insufficient evidence of an oral agreement by the parties providing that Doyle would be paid for the work shown on the disputed August 2018 invoice. After reviewing the trial court's oral reasons for judgment, we note that the court did not grant summary judgment based on a finding of a lack of evidence of an oral agreement. Rather, the trial court determined that even if there was evidence of an oral agreement by the parties, Doyle had waived its claims by accepting final payment without reserving in writing its rights to an unpaid amount and by signing the subsequent contract, which superseded all prior oral or written agreements. Thus, the assignment of error lacks merit.

Doyle contends the trial court erred in granting DVR's motion for summary judgment. Doyle argues there is a genuine issue of material fact as to whether accepting payment for an invoice noted as "final payment for 45 acres" constitutes a waiver of its claim based on an oral agreement with DVR.

Appellate courts review summary judgments de novo, using the same criteria that govern the trial court's consideration of whether summary judgment is appropriate. Samaha v. Rau , 2007-1726 (La. 2/26/08), 977 So.2d 880 ; Argonaut Great Central Ins. Co. v. Hammett , 44,308 (La. App. 2 Cir. 6/3/09), 13 So.3d 1209, writ denied , 2009-...