BAYOU TITLE INC v. BAINGUEL (2026)

In this concursus proceeding, Kimberly and Marico Bainguel appeal the judgment of the Twenty-Third Judicial District Court in favor of the appellee, Nathan Michel. For the following reasons, we reverse.

FACTS AND PROCEDURAL HISTORY

The Bainguels (buyers) and Mr. Michel (seller) entered into a Louisiana Residential Agreement to Buy or Sell (the agreement) on March 22, 2024, for the purchase of the seller's home for $1,430,000.00. The buyers then deposited a cash sum of $10,000.00 into an escrow account with Bayou Title, Inc., (Bayou Title) the real estate broker who was retained to handle the closing on the property, scheduled for May 10, 2024.¹

Prior to the closing, the buyers exercised their right under the agreement to inspect the property and hired a third party to complete an inspection. The inspection revealed numerous problems with the property, and the inspector's report was forwarded to the seller on April 8, 2024. The seller agreed to remedy the problems listed in the report.

On May 5, 2024, the seller's listing agent informed the buyers that all of the problems listed in the report had been fixed, with the exception of the windows. The buyers then had a second inspection of the property conducted, and that second inspection report identified some problems that were listed on the first inspection report that did not appear to have been addressed. The buyers then issued a cancellation of the agreement on May 10, 2024, based on the unresolved problems with the property, and requested that Bayou Title remit the $10,000.00 deposit to them. Bayou Title and the seller did not sign the cancellation.

On July 8, 2024, Bayou Title filed a petition for concursus with respect to the $10,000.00 deposit. Bayou Title claimed that a dispute had arisen between the buyers and the seller, and as a result, the real estate closing never occurred. Bayou Title also argued that it requested the buyers and seller reach an agreement on the cancellation, but no such agreement was reached. Therefore, Bayou Title requested in its petition that the deposit be transferred into the district court's registry, and that the buyers and seller appear to argue their claims to the disputed deposit.

On November 16, 2024, the seller filed a cross-claim against the buyers, wherein he stated that he had a claim to the funds in the registry. The seller alleged that he remedied all the problems cited by the buyers prior to the closing date of May 10, 2024, but that the buyers were absent from the closing, and they instead issued a cancellation of the agreement. The seller alleged that the problems the buyers claimed still existed were two electrical miswirings and water in the front yard, which could have been from a supply line leak. The seller claimed that all the other listed problems were not included in the first inspection report. The seller attached to his cross-claim his report of the water issue that he submitted to Ascension Water Company, to whom a work order was sent, and also claimed that the wiring issues were subsequently repaired.

The seller further alleged that he had spent over $100,000.00 in updating and repairing the property as requested by the buyers in anticipation of their purchasing the property. He claimed that the buyers breached the terms of the agreement, which allowed him to seek its termination, 10% of the agreed sale price as stipulated damages, and the deposit.² Based on the foregoing, the seller alleged that he relied on the agreement made with the buyers to his detriment, and that he is entitled to the $10,000.00 deposit under the terms of the agreement.

Trial on the concursus was held on January 7 and 15, 2025. In a judgment signed on March 10, 2025, the district court found that “the funds held in the registry of the Court in the amount of $10,000.00 should be released to [Mr. Michel].” The buyers appealed this judgment. On July 22, 2025, this court issued a “show cause order” to the district court, because we deemed the “March 10, 2025 judgment․ appears to lack appropriate decretal language as it fails to name specific parties who the ruling is in favor of and against as required by [La. C.C.P. art.] 1918(A).”

On October 15, 2025, the district court issued a notice of supplementation of record to this court, in which is included an amended judgment, stating the following, in pertinent part:

1. Judgment is hereby rendered in FAVOR of Nathan Michel, and AGAINST Kimberly Adams Bainguel and Marico Rayon Bainguel, finding that Mr. Michel fulfilled his contractual obligations under the Residential Agreement to Buy or Sell, and that Mr. and Mrs. Bainguel defaulted without legal justification.

2. The funds held in the registry of the Court in the amount of [$10,000.00] are to be released to [Mr. Michel]. Accordingly, the Concursus Proceeding is hereby dismissed with prejudice as fully disposed of by this Judgment.

This court found the amended judgment to be satisfactory, and we maintained the appeal.

ASSIGNMENTS OF ERROR

The buyers assert the following assignments of error:

1. The district court erred by not declaring the agreement null and void based on the seller's failure to provide the sewage report mandated by the agreement, as well as his failure to make all of the repairs listed from the inspection that he obligated himself to do.

2. The district court erred by using detrimental reliance as the justification for ordering the release of the funds in the registry of the court to the seller.

DISCUSSION

A concursus proceeding is defined, in relevant part, as “one in which two or more persons having competing or conflicting claims to money ․ are impleaded and required to assert their respective claims contradictorily against all other parties to the proceeding.” La. C.C.P. art. 4651. Concursus serves important interests by efficiently resolving potential multiple actions in the same lawsuit, thereby conserving judicial and party resources. It also allows a person subject to the possibility of competing claims to avoid the risk of multiple liability that could result from adverse determinations in different courts. Cimarex Energy Co. v. Mauboules, 2009-1170 (La. 4/9/10), 40 So.3d 931, 946. The seminal issue presented by the buyers’ assignments of error is whether the district court had the authority to award funds to the seller in a concursus proceeding. This issue is a legal one. Accordingly, the standard of review is de novo. See International Carriers, Inc. v. Pearl River Navigation, Inc., 2014-1189 (La. App. 4 Cir. 4/15/15), 166 So.3d 1114, 1118.

The buyers and seller in the instant case have competing or conflicting claims under the Louisiana Residential Agreement to Buy or Sell, into which they both entered. Contracts have the effect of law for the parties and the interpretation of a contract is the determination of the common intent of the parties. La. C.C. arts. 1983 and 2046. The reasonable intention of the parties to a contract is to be sought by examining the words of the contract itself, and not assumed. Clovelly Oil Co., LLC v. Midstates Petroleum Co., LLC, 2012-2055 (La. 3/19/13), 112 So.3d 187, 192. When the words of a contract are clear and explicit and lead to no absurd consequences, no further interpretation may be made in search of the parties’ intent. La. C.C. art. 2046. Common intent is determined, therefore, in accordance with the general, ordinary, plain and popular meaning of the words used in the contract. Clovelly Oil, 112 So.3d at 192.

Accordingly, when a clause in a contract is clear and unambiguous, the letter of that clause should not be disregarded under the pretext of pursuing its spirit, as it is not the duty of the courts to bend the meaning of the words of a contract into harmony with a supposed reasonable intention of the parties. Most importantly, a contract must be interpreted in a common-sense fashion, according to the words of the contract their common and usual significance. Each provision in a contract must be interpreted in light of the other provisions so that each is given the meaning suggested by the contract as a whole. Clovelly Oil, 112 So.3d at 192.

The March 22, 2024 agreement contains the following pertinent language concerning the deposit:

DEPOSIT: ․[T]he SELLER and the BUYER shall be bound by all terms and conditions of this Agreement, and the BUYER․ shall deliver within 72 hours, upon notice of acceptance of the offer, the BUYER'S deposit․ in the amount of [$10,000.00]․ The Deposit shall be held by․ Bayou Title.

․

RETURN OF DEPOSIT: The Deposit shall be returned to the BUYER and this Agreement declared null and void without demand in consequence of the following events:

1) If this Agreement is declared null and void by the BUYER pursuant to the Due Diligence and Inspection Period as set forth in․ this Agreement.

․

PROPERTY CONDITION: [The Buyer acknowledges that the sale price of the property was negotiated based upon the property's apparent current condition; accordingly, the seller is not obligated to make repairs to the property․ The Seller is responsible for maintaining the property in substantially the same or better condition as it was when the agreement was fully executed.]3

DUE DILIGENCE INSPECTION PERIOD: If acceptance of this Agreement occurs, the BUYER shall have a Due Diligence and Inspection Period (hereinafter “DDI period”) commencing on the first day after acceptance of this Agreement and expiring [fourteen] calendar days after commencement OR upon the date and time of the BUYER'S Request to the SELLER.

․

BUYER'S OPTIONS, PRIOR TO THE EXPIRATION OF THE DDI PERIOD: If the BUYER is not satisfied with the condition of the Property or the results of the BUYER'S due diligence or investigations, the BUYER may choose one of the following options prior to the expiration of the DDI period:

OPTION 1:

A: The BUYER may elect, in writing, to terminate the Agreement and declare the Agreement null and void.

Effect of the BUYER'S Termination of the Agreement pursuant to Option 1: If the BUYER elects to terminate this Agreement in writing, the Agreement shall be automatically ipso facto null and void with no further action required by either party except for return of Deposit to the BUYER. [Emphasis added]

OPTION 2:

A. The BUYER may present a single, signed, and complete written list to the Seller of the deficiencies and desired remedies (“BUYER'S Request”).

B. If the BUYER selects Option 2, the following process shall apply:

1. (a) SELLER'S Response to BUYER'S Request: If provided a BUYER'S REQUEST, the SELLER shall respond in writing as to the SELLER'S willingness to or refusal to remedy and deficiencies identified in the BUYER'S Request. [SELLER'S] signed, written response shall be provided to the BUYER within 72 hours of receipt of the BUYER'S Request (“SELLER'S Response”).

(b) Effect of SELLER'S Failure to Timely Respond to BUYER'S Request: If the SELLER fails to timely respond to the BUYER'S Request in writing within the desired time frame, then the BUYER shall have 72 hours from when the SELLER'S Response was due to notify the SELLER in writing that the BUYER will:

(i) accept the Property in its current condition; or

(ii) elect to terminate this Agreement.

(c) Effect of the BUYER'S Failure to Timely Respond to SELLER'S Failure to Timely Respond: If the BUYER fails to provide this notice․ in writing within the required time frame, the Agreement shall be automatically, with no further action required by either party, ipso facto null and void except for return of Deposit to the BUYER. [Emphasis added]

2. (a) BUYER'S Response to SELLER'S Response: Should the SELLER'S Response refuse to remedy any or all the deficiencies listed by the BUYER, then the BUYER shall have 72 hours from the receipt of the SELLER'S response or 72 hours from the date that the SELLER'S Response was due, whichever is earlier, to take one of the following actions (“BUYER'S Response”). The BUYER'S Response shall be provided to the SELLER in writing.

(i) accept the SELLER'S Response to the BUYER'S Request, or

(ii) accept the Property in its current condition, or

(iii) to elect to terminate the Agreement in writing which shall automatically make this Agreement ipso facto null and void with no further action required by either party except for the return of Deposit to the Buyer. [Emphasis added]

(b) Effect of BUYER'S Failure to Timely Respond to SELLER'S Response: If the Buyer fails to respond to the SELLER'S Response within the time specified, then the Agreement shall be automatically, with no further action required by either party, ipso facto null and void except for return of Deposit to the BUYER. [Emphasis added]

․

FINAL WALK THROUGH: The BUYER shall have the right to reinspect the Property within five (5) calendar days prior to the Act of Sale, or occupancy, whichever will occur first in order to determine if the Property is in the same or better condition as it was at the initial inspection(s) and to insure all agreed upon repairs have been completed. The SELLER agrees to provide utilities for the final walk through and immediate access to the Property. [Emphasis added]

DEFAULT OF AGREEMENT BY THE SELLER: In the event of any default of this Agreement by the SELLER, the BUYER shall at the BUYER'S option have the right to declare this Agreement null and void with no further demand, or to demand and/or sue for any of the following:

1) Termination of this Agreement

2) Specific performance

3) Termination of this Agreement and an amount to 10% of the Sale Price as stipulated damages.

Further, the BUYER shall be entitled to the return of the Deposit. [Emphasis added]

․

DEFAULT OF AGREEMENT BY BUYER: In the event of any default of this Agreement by the BUYER, the SELLER shall have at the SELLER'S option the right to declare this Agreement null and void with no further demand, or to demand and sue for any of the following:

1) Termination of this Agreement

2) Specific Performance

3) Termination of this Agreement and an amount equal to 10% of the Sale Price as Stipulated damages.

Further, the SELLER shall be entitled to retain the Deposit. [Emphasis Added]

Only in the circumstance that the buyers did not comply with their obligations to the seller would the seller receive the deposit. The agreement is clear that if the seller did not comply with his obligations to the buyers, the buyers would receive the deposit. In the event that both the buyers and the seller failed to comply with their obligations to one another, the buyers would receive the deposit. If the buyers did not comply with their obligations to the seller, only in that circumstance would the seller receive the deposit.

The agreement was accepted by all parties on March 22, 2024. By the terms of the agreement, the buyers then had a period of fourteen days, beginning on the day after the agreement was accepted, to complete a due diligence inspection. By an addendum to the agreement dated March 22, 2024, the seller agreed to extend the DDI period by two days. The buyers therefore had until April 7, 2024, to complete the inspection and they timely issued their DDI response on April 6, 2024. In their DDI response, the buyers stated that they found conditions in the property that they deemed unsatisfactory, and provided a detailed list of those deficiencies in their request for remedies. This action by the buyers was according to “Option 2” of the agreement. Although the buyers did not choose “Option 1,” we note that had the buyers chosen to terminate the contract at that point, they would have been entitled to the return of the deposit under the terms of the agreement.

In the seller's response to the buyers’ remedy request, the seller obligated himself to remedy all items listed as deficiencies on the buyers’ remedy request. The parties agreed upon a closing date of May 10, 2025, by which time the repairs had to be completed, as per the “final walk through” section of the agreement. The buyers performed a timely second inspection of the property on May 9, 2024, and the inspection noted three deficiencies from the remedy request that had not been completed. Two of the deficiencies concerned electrical wiring, and the third concerned the front yard being saturated with water from a possible supply line leak.

Based on these facts, the seller had not completed his obligations to the buyers as contained in the agreement and the seller's response to the remedy request. According to the “Default of Agreement by Seller” section of the agreement, the buyers were then given the options of terminating the agreement, demanding specific performance, or terminating the agreement with 10% of the sale price as stipulated damages. The buyers chose to simply terminate the agreement; however, under all three options, the buyers were entitled to the return of the deposit.⁴

The seller argues in his brief that the buyers breached the terms of the agreement, but we disagree. As shown above, the actions of the buyers follow the terms of the agreement. Conversely, the seller failed in his obligations under the agreement to complete all of the cited deficiencies by the closing date. The only circumstance by which the seller could have retained the deposit did not occur, and the “Default of Agreement by Buyer” section of the agreement was not triggered. Thus, after a de novo review of the record, we find merit in the buyers’ argument that the district court erred in not declaring the agreement null and void for the seller's failure to make all the cited repairs to the property, as he was obligated to do.

The buyers also argue that the district court erred in basing its decision in favor of the seller upon the doctrine of detrimental reliance. We agree. The theory of detrimental reliance is codified in La. C.C. art. 1967:

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.

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. Suire v. Lafayette City-Parish Consol. Government, 2004-1459 (La. 4/12/05), 907 So.2d 37, 59. 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. Id. to prevail on a detrimental reliance claim, Louisiana law does not require proof of a formal, valid, and enforceable contract. Id. However, the doctrine of detrimental reliance is not favored in Louisiana law, and all claims must be examined strictly and carefully. Harris v. Board of Supervisors of Community and Technical Colleges, 2021-0844 (La. App. 1 Cir. 2/25/22), 340 So.3d 1121, 1126.

The basis of detrimental reliance is “the idea that a person should not harm another person by making promises that he will not keep.” The 1984 Revision of the Louisiana Civil Code's Articles on Obligations: Detrimental Reliance, 45 La. L.Rev. 747, 765-66 (1985). Thus, the focus of analysis of a detrimental reliance claim is not whether the parties intended to perform, but, instead, whether a representation was made in such a manner that the promisor should have expected the promisee to rely upon it, and whether the promise so relies to his detriment. Suire, 907 So.2d at 59. We must therefore determine whether the buyers in the instant case made any promise or representation to the seller upon which he could have reasonably relied.

As stated above, the buyers completed the first due diligence inspection and found numerous deficiencies with the property. Under the terms of the agreement, the buyers chose to issue a list of those deficiencies to the seller, rather than terminate the agreement outright. The seller then chose to remedy all of cited deficiencies. At no point did the buyers promise to buy the property; rather, their option to buy was conditioned upon all of the cited deficiencies being remedied.

In the seller's response to the buyers’ remedy request, the seller had four ways to respond to the remedy request: he could have agreed to remedy all of the cited deficiencies, which he chose to do; he could have agreed to remedy only some of the cited deficiencies; he could have agreed to pay to the buyer a sum of money in lieu of making the repairs; or he could have chosen to not make any repairs at all. The buyers never made a binding declaration to do any specific thing, much less “promising” the seller anything in a “clear and unambiguous” manner. See Harris, 340 So.3d at 1127. Further, we do not find the seller was induced by any representation of the buyers to make the repairs, especially when he had the option to do as much or as little repairs to the property as he wished. Based on our de novo review of the record, we find that the seller does not have a valid claim of detrimental reliance.

DECREE

The judgment of the Twenty-Third Judicial District Court in favor of the appellee, Nathan Michel, is reversed. All costs of this appeal are assessed to Mr. Michel.

REVERSED.

FOOTNOTES

1.   This agreement superseded a previous agreement between the parties and altered the price and closing date, so that the seller could perform the repairs requested by the buyers.

2.   The seller alleged in his cross-claim that he intended to file a petition for damages against the buyers. However, that petition is not at issue in the instant appeal, and neither is the 10% of the sale price as stipulated damages, to which the seller claimed he is entitled under the terms of the agreement.

3.   The original text of this section was written completely in capital letters.

4.   We pretermit discussion on whether the seller failed to provide a sewage report pursuant to the agreement.

LANIER, J.