MICKEL v. CHAMPION RETAIL HOUSING INC (2025)

Plaintiffs Craig and Kelly Mickel appeal the trial court's dismissal of their claim for damages related to the failed purchase of a manufactured home from Defendant Champion Retail Housing, Inc. d/b/a Titan Factory Direct Housing. For the following reasons, we affirm.

FACTS AND PROCEDURAL BACKGROUND

Plaintiffs pursued the purchase of a manufactured home following the June 2019 destruction of their own Rapides Parish home by a tornado. Plaintiffs visited Champion's retail lot in Alexandria on November 29, 2019, where they were assisted by Champion employee Travis Worley. Plaintiffs chose a double-section model from the lot and secured their selection with a $1,000.00 deposit.

The parties entered into a “Titan Factory Direct Homes Contract To Purchase,” which identified a “Wholesale Base Price” of $133,000.00 for the manufactured home and identified “Non-Taxable Options/Improvements” of $6,500.00. The second page of the contract, titled “Land Improvement Allowances,” delineated the “Non-Taxable Options” as well as included “Furnishing and Equipment.” The Plaintiffs signed the first page of the contract and signed/initialed the second page of the Contract to Purchase. Mr. Worley signed the first page on behalf of Champion, as “housing consultant.” The contract provided that “Agreement contains the entire understanding between you and me and no other representatives or inducement spoken or written has been made which is not contained in this contract.”

Plaintiffs, however, were unsuccessful in securing financing for the purchase. In an effort to complete the sale, the parties entered into successive Contracts to Purchase.¹ Following a May 2020 appraisal of the property on which Plaintiffs intended to install the home—and which would be included in the mortgage—21st Mortgage Corporation denied Plaintiffs’ application for financing. Its Denial Notice explained, however, that it would extend financing if Plaintiffs would provide an additional deposit in order to reach 20% equity in the property.

When Plaintiffs did not provide the additional payment, the parties pursued a new Contract to Purchase in order to assist Plaintiffs in obtaining financing. The resulting July 27, 2020 Contract to Purchase reflected a reduced base price for the manufactured home. According to Champion's Vice President of Operations Joel Wooldridge, the contract represented a “no profit deal” that removed earlier promotional offers and allowances for improvements. The second page of the contract again provided Land Improvement Allowances, comprised of Non-Taxable Options and Furnishings and Equipment. Although Plaintiffs signed the first page of the Contract, they did not sign/initial the second page, which delineated the “Non-Taxable Options” and included “Furnishing and Equipment.”

Despite that omission, 21st Mortgage approved Plaintiffs’ application for financing based on the newly configured July 27, 2020 contract. On August 7, 2020, Champion's General Manager Michael Sheldon signed off on the final loan figures identified on 21st Mortgage's Closing Confirmation Form. The figures included the $38,038.25 in “Land Improvements” delineated on the unsigned/initialed second page of the Contract to Purchase. The resulting mortgage provided Plaintiffs’ property as security for funds to assist in their purchase of the manufactured home. Plaintiffs signed the resulting $157,436.58 mortgage with 21st Mortgage on August 24, 2020. However, 21st Mortgage did not release funds associated with the mortgage.

Rather, Champion maintained that the underlying July 27, 2020 Contract to Purchase had not been perfected due to Plaintiffs’ failure to sign/initial the document's second page. Mr. Wooldridge explained that Mr. Sheldon contacted him regarding cancelling the “deal,” as Plaintiffs continued to demand costly improvements that they alleged were verbally promised. He stated that Plaintiffs sign the agreement as they “didn't want to move forward without those things.” Stating that Champion was at the limit of what it would lose on the contract, Mr. Wooldridge explained that Champion therefore approved Mr. Sheldon's proposal to “unwind” the transaction. Champion returned Plaintiffs’ deposits and reimbursed 21st Mortgage for the lender's incurred costs. Murray Sinclair, 21st Mortgage's credit manager, explained that 21st Mortgage thus “unwound” the loan and cancelled the mortgage issued on Plaintiffs’ property.

Plaintiffs instituted this matter against Champion in February 2021 with the filing of its Petition for Breach of Contract and Under the Louisiana Unfair Trade Practices and Consumer Protection Law. Plaintiffs related its history with Champion dating to the initial November 29, 2019 Contract to Purchase and asserted that “[t]he cause of the contract was the future purchase, financing, and set up of a manufactured home[.]” Plaintiffs noted that, due to the destruction of their home by a tornado, they were in “desperate need of alternative housing[.]” They maintained that, “[b]ased upon the obligations of the parties under the terms of the contract,” they and their children continued to live in an extended-stay hotel, suffering inconvenience and incurring associated expenses.

Plaintiffs advanced a host of allegations against Champion and/or its employees related to changes in the terms of the contract, including price, representations inducing them to enter into the series of contracts, and intentionally delaying and hindering the closing process. Plaintiffs also suggested that their names were falsified on electronic documents, that credit applications were submitted in their name without approval, and that 21st Mortgage was falsely and unilaterally notified that there was a dispute as to the “down payment, and that the loan was cancelled.” Plaintiffs maintain that although they signed the loan documents, Champion thereafter refused to deliver the home.

Plaintiffs sought damages related to their loss of use of their money, excess living expenses and general damages, including mental anguish, humiliation, and inconvenience. Plaintiffs further sought an award of attorney fees, costs, and expert witness fees.

Following a bench trial in October 2024, the trial court rendered written reasons, concluding that:

[T]he Plaintiffs fail to prove a meeting of the minds with Champion because there was never an agreement as to the land improvement allowances. These terms were crucial to the overall Contract to Purchase and were clearly relied on by 21st Mortgage in “booking” the loan.

The original November 29, 2019 contract was a binding contract between the parties but was contingent on financing. It contained both signed pages, with the Land Improvement Allowance page specifically listing items the Mickels later refer to as the verbal agreement (eg. A free washer and dryer and concrete runners). The contract became void when the financing fell through, and Champion submitted new terms for a Contract to Purchase. Each time a new Contract to purchase was executed, it superseded and voided all prior agreements. Based on the Mickels’ testimony and insistence on continued negotiations, signing the first page of the Contract to Purchase would be considered an “agreement to agree” which, “is no agreement at all, since either party may avoid it by mere failure to agree.” Nola Title Co., L.L.C. v. Archon Info. Sys., LLC, 360 So.3d 166 [(La.App. 4 Cir. 2023)], citing McNeely v. Vidalia, 157 La. 338, 342, 102 So. 422, 423 (1924). It is established that an agreement to agree is unenforceable in Louisiana.

As stated above, the Plaintiffs never signed the Land Improvement Allowances page of the July 27 Contract to Purchase. It was evident from their testimony at trial that this refusal to sign was due to their disagreements with the terms contained therein. They continued to insist at trial that Champion was to honor the “verbal agreements” and other items contained on the original November 2019 Contract to Purchase. Additionally, the post-closing email exchanges demanding Champion honor verbal agreements indicate there was not a meeting of the minds. Champion's offer expressed in the July 27, 2020 Contract to Purchase was never fully accepted by the Mi[c]kels.

As there was no meeting of the minds, there was no consent, and there was no contract.

The trial court reduced its ruling to judgment on December 30, 2024, dismissing Plaintiffs’ claims against Champion with prejudice.

Plaintiffs appeal, assigning the following as error:

1. The trial court erred in rendering judgment in favor of the Defendant and denying Plaintiffs’ request for relief;

2. The trial court erred in finding no “meeting of the minds”, and thus no valid contract between Plaintiffs and Defendant despite the cost of the home and the improvements being agreed to in writing.

3. The trial court erred in failing to enter judgment for the Plaintiffs and awarding damages.

DISCUSSION

Motion to Strike

Following Plaintiffs’ filing of their appellants’ brief to this court, Champion filed a “Motion to Strike Appendix B to Plaintiffs-Appellants’ Original Appellate Brief.” Champion maintains that the attachment, which lists a recapitulation of Plaintiffs’ lodging expenses incurred during time of their negotiations with Champion is not contained in the appellate record “and was not a document introduced into evidence in the lower court proceedings.” Champion thus argues Plaintiffs have improperly attached Appendix B to their brief for consideration and that both the attachment and all references thereto should be stricken.

While La.Code Civ.P. art. 2164 provides that an appellate court shall render judgment “upon the record on appeal[,]” Local Rules—Court of Appeal, Third Circuit, Rule 28 provides:

Appellate courts are courts of record and may not review or consider evidence that has not first been properly and officially offered, introduced, and considered in the proceedings below. See Denoux v. Vessel Mgmt. Servs., Inc., 07-2143 (La. 5/21/08), 983 So.2d 84. Thus, all briefs and memoranda filed in this Court with attachments to be considered by this Court as evidence, whether filed in conjunction with appeals, motions, or writ applications, that contain attachments shall contain the following certification:

“I hereby verify that all attachments to this brief or memorandum, for the purpose of review and consideration as evidence by this Court, have been entered and/or accepted into evidence or proffered as evidence, and/or considered in the lower court, to the best of my knowledge, information and belief. I understand that failure to comply with this local rule may result in this Court's refusal to consider said attachments. WILLFUL FAILURE TO COMPLY WITH THIS LOCAL RULE MAY SUBJECT ME TO PUNISHMENT FOR CONTEMPT OF COURT.”

No such attachment will be considered by this Court if not filed and/or accepted or proffered, or considered in the lower court unless by Order of this Court for good cause shown.

Without addressing the propriety of Plaintiffs’ inclusion of Appendix B, we do not find it necessary to grant the Motion to Strike. First, Appendix B does not reflect new evidence. Rather, by Plaintiffs’ Exhibit 11, Plaintiffs submitted a “Candlewood Suites” bill from their stay at the hotel during the subject time period. Reference to Appendix B indicates that Plaintiffs represent that the attachment is a “Summary of Plaintiffs’ Exhibit 11, Candlewood Suites charges beginning page 7 through 41.” Each entry includes a reference to the page number on which it is found on the admitted exhibit.

We are further mindful that Rule 28 includes a footnote providing that: “This local rule shall not be interpreted to prohibit, and this certification shall not apply to, other non-evidentiary attachments required by the Uniform Rules—Courts of Appeal, or allowed in practice to facilitate the Court's understanding of the issues and precedents involved.”

Moreover, we herein affirm the trial court's determination that the parties did not perfect a contract to purchase; a determination that renders Plaintiffs’ arguments as to damages and quantum moot. Therefore, Appendix B, which offers a recapitulation of purported damages, is superfluous to resolution of this appeal.

Given those circumstances, we deny Champion's Motion to Strike and turn to the merits of Plaintiffs’ appeal.

Standard of Review

Reflective of the trial court's focus on “consent,” La.Civ.Code art. 1927 provides, in part, that “[a] contract is formed by the consent of the parties established through offer and acceptance. Unless the law prescribes a certain formality for the intended contract, offer and acceptance may be made orally, in writing, or by action or inaction that under the circumstances is clearly indicative of consent.” The party demanding performance of a contract, such as Plaintiffs in this case, “must prove the existence of the obligation.” La.Civ.Code art. 1831. Thus, a party seeking to show that a contract exists bears the burden of proof. FIA Card Servs., N.A. v. Weaver, 10-1372 (La. 3/15/11), 62 So.3d 709.

As the existence or nonexistence of a contract is a question of fact, we review the trial court's determination of this issue pursuant to the manifest error standard of review. See Read v. Willwoods Cmty., 14-1475 (La. 3/17/15), 165 So.3d 883.

Confection of the Sale

Plaintiffs challenge the trial court's determination that there was no “meeting of the minds” so as to perfect the Contract to Purchase. Foundationally, Plaintiffs observe that the trial court applied general contract principles. They contend, however, that the specialized articles surrounding sales dictate a different result. In that context, Plaintiffs argue that the trial court “failed to consider that the thing, the price, and the consent were determined from at least July 27, 2020,” the date of the final Contract to Purchase. See La.Civ.Code art. 2439 (“Sale is a contract whereby a person transfers ownership of a thing to another for a price in money. The thing, the price, and the consent of the parties are requirements for the perfection of a sale.”).

Plaintiffs suggest that the July 27, 2020 Contract to Purchase demonstrates each of La.Civ.Code art. 2439’s requirements as the document identifies: 1) their chosen manufactured home by serial number; 2) a price of $38,038.50 for “non-taxable options/improvements” as well as a “taxable subtotal” of $109,782.86; and 3) the signatures of both Plaintiffs and Mr. Sheldon, signing as Champion's General Manager. Plaintiffs maintain that the Contract to Purchase was thus perfected and the transfer of ownership of the home to them was required pursuant to La.Civ.Code art. 2475 (“[t]he seller is bound to deliver the thing sold and to warrant to the buyer ownership and peaceful possession of, and the absence of hidden defects in, that thing. The seller also warrants that the thing sold is fit for its intended use.”).

Plaintiffs acknowledge that they did not sign/initial the second page of the July 27, 2020 Contract to Purchase, an omission critical to the trial court's reasoning. Despite that failure, Plaintiffs suggest that the record otherwise indicates that the parties agreed on included, non-taxable improvements. For instance, Plaintiffs argue that, while they did not sign the second page of the Contract to Purchase, both the first page of the Contract to Purchase, which Plaintiffs signed, and the Closing Confirmation, which Mr. Sheldon signed, reflect the parties’ agreement that a common sum of $38,038.25 would be paid for improvements. Further, the Closing Confirmation, again signed by Mr. Sheldon, includes an itemization of numerous improvements comprising that figure.

Plaintiffs’ argument downplays the necessity of their signature on the second page of the July 27, 2020 Consent to Purchase or the itemization of the included allowances. The document, on its face, however, supports the trial court's determination that acquiescence as to the second page's itemizations—rather than merely price—is integral to perfection of the contract. For instance, the first page of the Consent to Purchase, which Plaintiffs signed, distinctly provides that:

THIS AGREEMENT CONTAINS THE ENTIRE UNDERSTANDING BETWEEN YOU AND ME AND NO OTHER REPRESENTATIVE OR INDUCEMENT SPOKEN OR WRITTEN HAS BEEN MADE WHICH IS NOT CONTAINED IN THIS CONTRACT.

․

You and I certify that the additional terms and conditions printed on all pages of this contract are agreed to as part of this agreement, the same as if printed above the signature ․ We have read and understand all pages of this agreement.

(Emphasis added.) The second page of the document further states that:

NOTE: All items included in Total Base Price must be listed as taxable/non-taxable options and must show the person/company that is to provide the options/service and include where you may contact them and their license if applicable. Items listed here that are included in the Base Cash Price will be noted as “included” in the price column.

(Emphasis added.) And finally, the second page further requires initialing of a passage affirming that: “We understand that the above two documents represent all of the standard and optional features of the home purchased.” Purchasers must thereafter confirm that: “This document verifies that no other promises, special choices, materials, accessories, furnishings or land improvements other than what has been indicated have been included in the sale.”

Despite these strictures, Plaintiffs distance themselves from the necessity of the second page. They instead maintain that the agreement as to the price of the non-taxable options/improvements included on the first page of the Contract to Purchase, as well as agreement as to an overall a “taxable subtotal” of $109,782.86, sufficed to perfect the contract. We find no merit in Plaintiffs’ argument. A review of the entire record in this matter instead supports the trial court's conclusion that the parties never reached a meeting of the minds. The trial court reasoned that:

[T]he Plaintiffs never signed the Land Improvement Allowances page of the July 27 Contract to Purchase. It was evident from their testimony at trial that this refusal to sign was due to their disagreements with the terms contained therein. They continued to insist at trial that Champion was to honor the “verbal agreements” and other items contained on the original November 2019 Contract to Purchase. Additionally, the post-closing email exchanges demanding Champion honor verbal agreements indicate there was not a meeting of the minds. Champion's offer expressed in the July 27, 2020 Contract to Purchase was never fully accepted by the Mi[c]kels.

The trial court correctly identified that, although Champion extended the offer of its July 27, 2020 Contract to Purchase, Plaintiffs failed to sign/initial the critical second page.

While Plaintiffs maintain that the first page of the Contract to Purchase and the subsequent Closing Confirmation indicate that the parties identified $38,038.25 for “non-taxable options/improvements,” that common understanding pertained only to the fixing of the price. Louisiana Civil Code Article 2456, as advanced by Plaintiffs, provides that ownership is transferred only when “agreement on the thing and the price is fixed[.]” (Emphasis added.) While true the parties agreed that the sale involved Plaintiffs’ chosen manufactured home, the object of the Contract to Purchase was greater than the mere purchase of the home itself and included options and improvements. These options and improvements were the very thing that ultimately kept Plaintiffs from signing the second page of the Contract to Purchase.

Plaintiffs’ failure in this regard is determinative in light of the contract's requirement for itemization of options and improvements as set forth above. It thus cannot be said that the parties reached an “agreement on the thing.” See also La.Civ.Code art. 2601(“An expression of acceptance of an offer to sell a movable thing suffices to form a contract of sale if there is agreement on the thing and the price ․ [.]” (Emphasis added.)

As a final matter, the parties attempted to complete this sale within a challenging environment. In particular, they were engaged in negotiations for an extended period, and their attempts to reach a suitable outcome entailed multiple, amended contracts necessitated by failed financing and a lower than anticipated appraisal on Plaintiffs’ property. Champion was also operating within a changing business environment as well as changing personnel.² Those personnel issues drew complaints from Plaintiffs, which are beyond the scope of this contractual inquiry, but which nonetheless inform the background of the parties’ dealings. At the very least, the record demonstrates that the parties were hampered by poor and piecemeal communication. Those factors evidence the cloud of confusion surrounding the parties’ relations and support the trial court's determination that the parties simply did not reach a point of consensus.

Accordingly, we affirm the trial court's ruling, a determination that pretermits Plaintiffs’ remaining arguments regarding damages.

DECREE

For the foregoing reasons, the Motion to Strike filed by Defendant/Appellee Champion Retail Housing, Inc. is denied. The judgment of the trial court is affirmed. Costs of this proceeding are assigned to Plaintiffs/Appellants Craig Mickel and Kelly Mickel.

MOTION TO STRIKE DENIED; AFFIRMED.

FOOTNOTES

1.   The Contracts to Purchase indicated that: “This sales transaction has involved significant negotiations between the Seller and Buyer(s). The Buyer(s) acknowledge and agree that this contract supersedes (completely replaces) all prior contracts regarding this sale, if any, which Seller and Buyer(s) have signed prior to this date.”

2.   Champion was in the process of closing its Alexandria location at the time Mr. Wooldridge approved of the “no profit deal” reflected in the July 27, 2020 Contract to Purchase. He explained that, even with the reduction in price, completion of the contract would benefit Champion since the closure of a retail location would result in its inventory either being located to another Champion location or sold to a competitor. Either option would be costly to Champion.

STILES, Judge.