Shreveport Plaza, LLC v. Dollar Tree Stores, Inc. , 196 F. App'x 320 ( 2006 )

United States Court of Appeals
Fifth Circuit
F I L E D
IN THE UNITED STATES COURT OF APPEALS
FOR THE FIFTH CIRCUIT August 29, 2006
)))))))))))))))))))))))))) Charles R. Fulbruge III
No. 06-30223 Clerk
Summary Calendar
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SHREVEPORT PLAZA, LLC,
Plaintiff–Appellant,
v.
DOLLAR TREE STORES, INC.,
Defendant–Appellee.
Appeal from the United States District Court
for the Western District of Louisiana
District Court No. 5:05-CV-1516
Before SMITH, STEWART, and PRADO, Circuit Judges.
PER CURIAM:*
Plaintiff-Appellant Shreveport Plaza, LLC (“Shreveport
Plaza”) appeals the district court’s grant of summary judgment in
favor of Defendant-Appellee Dollar Tree Stores, Inc. (“Dollar
Tree”). Dollar Tree signed a lease, which is dated November 15,
1999, with Shreveport Plaza,1 to rent the space for five years.
The lease stated that the first five year term would
*
Pursuant to 5th Circuit Rule 47.5, the court has determined
that this opinion should not be published and is not precedent
except under the limited circumstances set forth in 5th Circuit
Rule 47.5.4.
1
The lease was signed by Shreveport Plaza Associates, LLC,
Shreveport Plaza’s predecessor-in-title.
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automatically renew, unless Dollar Tree provided written notice
at least six months in advance of the end of the term that it did
not wish to renew the lease. In addition, the lease stated that
the parties should execute a written instrument stipulating the
commencement date and expiration date of the original term of the
lease.2 Thus, on October 31, 2000, Dollar Tree and Shreveport
Plaza Associates, LLC, signed a Lease Commencement Certificate,
which stated that the expiration of the first five year term was
October 31, 2005.3 On April 5, 2005, more than six months prior
to the expiration of the first five year term, Dollar Tree
exercised its right not to renew the lease in a written notice to
Shreveport Plaza (“notice”).
Shreveport Plaza argues that Dollar Tree’s notice was
untimely. Specifically, Shreveport contends that despite the
clear, unambiguous language of the Lease Commencement
Certificate, the lease actually terminated on September 30, 2005;
in that case, Dollar Tree’s notice would have been too late. In
support of its contention, Shreveport Plaza points to a Revised
Lease Commencement Certificate (“revised certificate”), dated
2
Although the lease sets out a formula for determining the
commencement date of the original term—based on the date of
delivery and the store opening date—the lease also directs: “At
the time the Commencement Date is established, upon the request
of the Landlord, the parties will promptly execute a written
instrument stipulating the Commencement Date and Expiration Date
of the Term of this Lease.” (emphasis added).
3
The October 31, 2000 certificate states, “The expiration
date of the original term is 10/31/2005.”
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April 14, 2005. This revised certificate indicates that the
expiration date of the original term is September 30, 2005 or
September 25, 2005.4 Significantly, the revised certificate is
dated subsequent to Dollar Tree’s notice of April 5, 2005.
We review the district court’s grant of summary judgment de
novo. Austin v. Will-Burt Co., 361 F.3d 862, 866 (5th Cir.
2004).
Dollar Tree’s April 5, 2005 notice, stating that it would
not exercise its option to lease the property at issue for an
additional five year term, was timely. “[A] contract is the law
between the parties and [] they are bound by their agreements.”
Texaco Inc. v. Vermillion Parish Sch. Bd., 152 So. 2d 541, 547
(La. 1963). “The intention of the parties is of paramount
importance. . . .” Id. at 548. When the language of the
contract is clear and explicit, we look to it to determine the
parties’ intent, without the aid of extrinsic evidence. Id. at
547. The unambiguous agreement of the parties, expressed in the
Lease Commencement Certificate dated October 31, 2000, states
that the original lease term expired on October 31, 2005. Based
on that termination date, Dollar Tree’s notice was timely.
Shreveport Plaza argues, however, that the October 31, 2005
termination date, expressed in the October 31, 2000 Lease
4
But for the October 31, 2000 Lease Commencement
Certificate, the lease expiration date would have been September
30, 2005. See discussion supra, note 2.
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Commencement Certificate, was an error. Assuming arguendo that a
mistake was made, Shreveport Plaza is, in effect, asking this
court to reform the Lease Commencement Certificate. “A contract
may be reformed as an equitable remedy, in order to correct
mistakes in a written instrument” if a mutual mistake has
occurred. Fireman’s Fund Ins. Co. v. Bulliard Farm, Inc., 915
So. 2d 1014, 1017 (La. Ct. App. 2005). “A mutual mistake is a
mistake shared by both parties to the instrument at the time of
reducing their agreement to writing, and the mistake is mutual if
the contract has been written in terms which violate the
understanding of both parties. Id. (emphasis added). Here, the
burden is on Shreveport Plaza to establish by clear and
convincing evidence that a mutual mistake occurred. See id.Shreveport Plaza has not presented any evidence to indicate
that the October 31, 2005 termination date was a mistake, shared
by both parties, at the time that the Lease Commencement
Certificate was reduced to writing. The revised certificate was
crafted nearly five years after the Lease Commencement
Certificate and did not exist at the time that Dollar Tree gave
notice to Shreveport Plaza. The Lease Commencement Certificate
clearly states: “This [certificate] will confirm that the above
information is correct.” The “above information” announces that,
“[t]he expiration date of the original term is 10/31/2005.” The
original term expired on October 31, 2005, and Dollar Tree’s
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notice was timely.
Shreveport Plaza contends, however, that even if there was
no mistake in the original Lease Commencement Certificate, the
revised certificate modified the expiration date of the original
term to September 30, 2005. Again, assuming for the sake of
argument that the revised certificate effectively modified the
expiration date of the term, Dollar Tree’s notice was timely.
The revised certificate was not in existence when Dollar Tree
gave its notice. Under Louisiana law, at the time Dollar Tree
gave its notice, the original Lease Commencement
Certificate—which announced the expiration of the initial lease
term as October 31, 2005—was a “promise” upon which Dollar Tree
relied to its detriment.5
The doctrine of detrimental reliance is designed to
prevent injustice by barring a party from taking a
position contrary to his prior acts, admissions,
representations, or silence. To establish detrimental
reliance, a party must prove three elements by a
preponderance of the evidence: (1) a representation by
conduct or word; (2) justifiable reliance; and (3) a
change in position to one’s detriment because of the
reliance. Significantly, to prevail on a detrimental
reliance claim, Louisiana law does not require proof of
5
In Louisiana:
A party may be obligated by a promise when he knew
or should have known that the promise would induce the
other party to rely on it to his detriment and the other
party was reasonable in so relying. Recovery may be
limited to the expenses incurred or the damages suffered
as a result of the promisee’s reliance on the promise.
Reliance on a gratuitous promise made without required
formalities is not reasonable.
LA. CIV. CODE ANN. art 1967.
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a formal, valid, and enforceable contract.
Suire v. Lafayette City-Parish Consol. Gov’t, 907 So. 2d 37, 59
(La. 2005) (internal quotations and citations omitted). Dollar
Tree relied on Shreveport Plaza’s written promise that the
expiration of the initial five year term was on October 31, 2005
by giving notice on April 5, 2005. Shreveport Plaza cannot
change its position after Dollar Tree has relied to its
detriment.
Shreveport Plaza also claims that summary judgement was
improper because issues of fact remain. However, because the
remaining fact issues relate to the validity of the revised
certificate, which is not dispositive of this controversy, no
remaining fact issue is material to the resolution of this
dispute. See Austin, 361 F.3d at 866 (pointing out that summary
judgment is proper if “the record indicates that there is no
genuine issue as to any material fact and that the moving party
is entitled to judgment as a matter of law.”) (emphasis added).
AFFIRM.
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