EDWARD WOMAC JR ASSOCIATES v. EGENBERG APLC BRADLEY EGENBERG QUINTESSA MARKETING LLC AND LAUREN VON MCNEIL (2026)

This is a breach of contract dispute. The contract is a Settlement Agreement and Mutual Release (the “Release”) entered into by a trio of New Orleans personal injury law firms—plaintiff, Edward Womac, Jr. & Associates (“Womac”); defendants—Egenberg, APLC, and Bradley Egenberg (“Mr. Egenberg”) (collectively “Egenberg”); and a non-party to this suit—Morris Bart, LLC (“Bart”).¹ Simply stated, the Release settled a similar suit between these parties filed in federal court. The narrow issue here is whether Egenberg breached the Release one time, as Egenberg contends, or 151 times, as Womac contends and as the trial court found. Finding the trial court erred in resolving this contractual interpretation issue on Womac's summary judgment motion, we reverse and remand. We also dismiss Womac's answer to the appeal.

Factual and procedural background

The underlying facts in this case essentially are undisputed. In February 2019, Womac and Bart sued Egenberg and Alliance Injury Group, L.L.C. (“AIG”)—a professional referral service—in federal court. The federal suit, like this one, was an internet-based advertising dispute. The alleged wrongful conduct involved purchasing and using keywords and protected service marks, including “Womac,” “Edward Womac,” “Ed Womac,” the “Womac Law Firm,” and “Put the Womac on ‘Em.”” In the federal complaint, Womac and Bart pled claims for federal trademark infringement, false advertising, false designation of origin or unfair competition, and a LUTPA violation. To resolve the federal suit, Bart, Womac, and Egenberg entered into the Release.

Using injunctive-type language, the Release imposes on Egenberg two duties:

(i) To immediately and permanently cease any form of internet advertising or marketing involving the purchase of, or bidding on, “ ‘Morris Bart,’ ‘Bart,’ ‘One Call That's All,’ ‘One Click That's It,’ ‘Womac,’ ‘Edward Womac,’ ‘Ed Womac,’ and ‘Put the Womac on ‘Em’ ”; and

(ii) To include those terms as “ ‘negative keywords’ in any and all Google Ad campaigns.” The Agreement further provides that any violation of those duties constitutes a “breach” and that “any such breach shall entitle [Bart and Womac] to liquidated damages in the amount of $10,000.00 per breach.”

Because the Release is the core of the dispute presented on this appeal, we quote the relevant language of the Release, which is as follows:

• [Egenberg will] immediately and permanently cease and desist any form of advertising and/or marketing involving purchasing and/or bidding on search terms related to the names and/or slogans of ․ Womac on Google Ads or any other Internet platforms to trigger paid advertisements and/or preferential search results, and further agree to include the prohibited search terms as ‘negative keywords’ in any and all Google Ad campaigns. The prohibited search terms and/or keywords include the following: ․ ‘Womac,’ ‘Edward Womac,’ ‘Ed Womac,’ and ‘Put the Womac on ‘Em,’ and any other phrases that incorporate these terms.

• [A]ny violation of the provisions contained in Sections 2.1(1) through (3) [i.e., Egenberg's duties not to buy certain search terms and to include the negative keywords in any and all Google ad campaigns] shall constitute a breach of this Agreement, and that any such breach shall entitle [Womac and Bart] to liquidated damages in the amount of $10,000.00 per breach. The parties acknowledge and agree that [Egenberg is] not liable for any associations made by internet search engines or algorithms outside of [Egenberg's] control.

• [T]he prevailing party shall be entitled to recover all reasonable attorneys’ fees and costs incurred against the party or Parties against whom it prevails.

Suspecting that Egenberg had violated the Release by hiring a new professional referral service, Womac filed this suit. Womac named as defendants both Egenberg and its new referral service—Quintessa Marketing, L.L.C, and its owner Lauren Von McNeil Mingee (“Ms. Mingee”) (collectively, “Quintessa”). In his petition, Womac asserted three claims: (i) breach of contract; (ii) fraud; and (iii) violation of the Louisiana Unfair Trade Practice and Consumer Protection Law, La. R. S. 51:1409 (“LUTPA”).²

The gist of the allegations in Womac's petition is that Egenberg, through Quintessa, violated the Release. As to the breach of contract claim, Womac avers that Egenberg breached the Release “by engaging the services of a different referral service [Quintessa], purchasing and/or bidding on [Womac's] name and logos as a keyword advertisement on Google's search engine, and/or failing to classify [Womac's] name as a negative keyword term in [Egenberg's] advertising and marketing campaigns, despite [Egenberg's] agreement to do so.”

After engaging in discovery and answering the petition, Womac filed a motion for partial summary judgment on its breach of contract claim. In support, Womac attached, among other things, Ms. Mingee's deposition. In her deposition, Ms. Mingee testified that she received an email from Mr. Egenberg, on November 19, 2020, asking her if she was using negative keywords. Until then, she was not asked and had not utilized negative keywords in the Egenberg ad campaign. Ms. Mingee identified a spreadsheet containing 151 leads that were sent to Egenberg from the effective date of its contract with Quintessa—May 13, 2020—through the date she added the negative keywords. Ms. Mingee explained that when she was under contract with Egenberg, a lead was “a person who had been injured in a motor vehicle accident that met certain qualifiers.”

In its motion, Womac contended that Egenberg owed $10,000 per breach and that there were at least 151 breaches—one for each lead that Egenberg obtained from Quintessa during the 189 days it ran an ad without the prohibited negative keywords. Womac argued that any other interpretation of the Release would be inequitable. Womac pointed out that the intent of the Release was to prevent Egenberg from siphoning off Womac's potential clients and profiting off of Womac's good name.

Opposing the motion, Egenberg argued that the Release was unambiguous. According to Egenberg, it ran one ad campaign through its contract with Quintessa, and there was one breach. As a result, Egenberg contended that the amount it owes Womac is only $10,000. In support, Egenberg submitted, among other things, Mr. Egenberg's affidavit in which he attested to the following:

• On March 7, 2022, in response to Womac[’] discovery, my firm and I admitted the first time me or my firm told Quintessa to run negative keywords was in November 2020.

• On May 5, 2022, ․Quintessa's lawyers circulated․interrogatory responses to all record counsel denying running negative keywords for Egenberg and declaring that Quintessa did not purchase or bid on any of the prohibited Womac keywords in the Egenberg campaign.

Replying to Egenberg's argument that the Release unambiguously supports a finding of only one breach, Womac pointed out the absence of language in the Release addressing how to determine the number of breaches under the circumstances presented here. Womac averred when a contract lacks a provision on an issue, it can be considered ambiguous on the issue of intent, citing Redstone v. Sipes, 53,416, p. 6 (La. App. 2 Cir. 4/22/20), 294 So.3d 1113, 1117. Hence, Womac contended that the trial court must look to the parties’ intent to determine the number of breaches.

Following a hearing, the trial court, in May 2024, granted Womac's partial summary judgment motion and awarded Womac $1,510,000—$10,000 multiplied by 151 breaches. Although the trial court did not provide written reasons for judgment, the trial court orally observed that it believed the Release was unambiguous and, agreeing with Womac's interpretation, that there were 151 breaches. The trial court further observed that the Release obligated Egenberg to make certain the negative keywords were in place for every display of its ad.

Both this court and the Louisiana Supreme Court denied Egenberg's writ application seeking review of that interlocutory ruling. Edward Womac, Jr. & Assocs., LLC v. Egenberg, APLC, 24-0465 (La. App. 4 Cir. 9/13/24) (unpub.), writ denied, 24-01258 (La. 12/27/24), 397 So.3d 1223.

After the partial summary judgment was granted, Womac dismissed its remaining two claims—its fraud and LUTPA claims—leaving only the issue of attorney's fees and costs to be litigated. Thereafter, in January 2025, the trial court held a hearing and rendered judgment awarding Womac $60,321.00 in attorney's fees and $5,383.53 in costs. Egenberg then filed a motion for new trial (“MNT”). The trial court, on May 5, 2025, rendered judgment denying Egenberg's MNT and incorporating its previous two interlocutory rulings—the partial summary judgment rendered in May 2024; and the attorney's fees and costs judgment rendered in January 2025.³ This appeal by Egenberg from the May 5, 2025 judgment followed. Womac answered the appeal, seeking an award of “additional attorney's fees and costs from [Egenberg] incurred in connection with the [MNT] and in preparation of the appellate portion of this case.”

DISCUSSION

Assignments of error

On appeal, Egenberg assigns as error the following:

A. The district court erred in granting partial summary judgment to Womac and finding Egenberg liable to Womac for 151 times the amount of damages the parties stipulated for a breach of their agreement.

B. The district court erred in awarding fees and costs to Womac based on his improper efforts to evade stipulated damages.

Standard of review and summary judgment principles

The principles governing summary judgment are well settled. “According to established jurisprudence, an appellate court reviews a trial court's ruling on a summary judgment motion by applying a de novo standard.” Singleton v. Dillard Univ., 23-0295, p. 5 (La. App. 4 Cir. 10/27/23), 376 So.3d 997, 1000 (citing Planchard v. New Hotel Monteleone, LLC, 21-00347, p. 2 (La. 12/10/21), 332 So.3d 623, 625). To determine if summary judgment is proper, an appellate court applies the same principles as a trial court—“ ‘whether there is any genuine issue of material fact, and whether the movant is entitled to judgment as a matter of law.’ ” Singleton, 23-0295, p. 5, 376 So.3d at 1000-01 (quoting Planchard, 21-00347, pp. 2-3, 332 So.3d at 625).

By statute, “[t]he summary judgment procedure is designed to secure the just, speedy, and inexpensive determination of [almost all] actions,” and “[t]he procedure is favored and shall be construed to accomplish these ends.” La. C.C.P. art. 966(A)(2). A summary judgment “shall be granted if the motion, memorandum, and supporting documents show that there is no genuine issue as to material fact and that the mover is entitled to judgment as a matter of law.” La. C.C.P. art. 966(A)(3). The burden is placed on the moving party. La. C.C.P. art. 966 (D)(1).

As the Supreme Court has observed, “[a]n issue is genuine if reasonable persons could disagree.” Smith v. Our Lady of the Lake Hosp., Inc., 93-2512, p. 27 (La. 7/5/94), 639 So.2d 730, 751 (internal quotations and citation omitted). “A material fact is one that ‘might affect the outcome of the suit.’ ” Breaux v. Ochsner Clinic, LLC, 23-0062, p. 6 (La. App. 4 Cir. 9/29/23), 382 So.3d 889, 893 (quoting Smith, 93-2512, p. 27, 639 So.2d at 751). Whether a fact is material must be determined based on the applicable substantive law. Roadrunner Transp. Sys. v. Brown, 17-0040, p. 7 (La. App. 4 Cir. 5/10/17), 219 So.3d 1265, 1270 (citation omitted).

The governing law here is contract law. As noted at the outset of this opinion, this is a contractual interpretation dispute.⁴ The contract is a settlement agreement—the Release. Settlement agreements are governed by the same principles as ordinary contracts. See Brown v. Drillers, Inc., 93-1019 (La. 1/14/94), 630 So.2d 741, 748 (observing that a compromise agreement is governed by the same general rules of construction applicable to contracts).

Questions of contractual interpretation typically are legal questions appropriate for summary judgment resolution. Caddo Gas Gathering L.L.C. v. Regency Intrastate Gas LLC, 44-851, p. 3 (La. App. 2 Cir. 11/12/09), 26 So.3d 233, 235; Sims v. Mulhearn Funeral Home, Inc., 07-0054, p. 10 (La. 5/22/07), 956 So.2d 583, 590 (observing that “when a contract can be construed from the four corners of the instrument without looking to extrinsic evidence, the question of contractual interpretation is answered as a matter of law”). But “if a court determines as a matter of law that a contract is ambiguous, then discerning the parties’ intent becomes, in part, a question of fact, and summary judgment will rarely be appropriate.” Luv n’ Care, Ltd. v. Groupo Rimar, CV 14-02491, 2018 WL 1440845, at *4 (W.D. La. Mar. 22, 2018) (citing Carter v. BRMAP, 591 So.2d 1184, 1188 (La. App. 1st Cir. 1991)).⁵ Such is the case here.

Ambiguity of the Release

The threshold question we must decide is whether the Release is ambiguous. The determination of whether a contract is ambiguous is a legal one. Sims, 07-0054, p. 10, 956 So.2d at 590. Both parties contend, albeit voicing different interpretations, that the Release is unambiguous.

Egenberg's interpretation is that there was one breach of its duty to configure its Google ad campaign to include the prohibited negative keywords. According to Egenberg, this one breach occurred when it contracted with Quintessa and failed to instruct Quintessa to include the negative keywords in the ad campaign. Simply put, Egenberg contends that it had one Google ad campaign and that it violated the Release one time—when it set up that single ad campaign.

Womac's interpretation is that each time Egenberg's ad ran without the negative keywords, throughout the campaign, was a new breach. In support, Womac cites the trial court's finding that the Release obligated Egenberg to make certain the negative keywords were in place for every display of its ad. According to Womac, the minimal number of breaches is 151—the number of leads that Quintessa delivered to Egenberg during the 189-day period the ad ran without the negative keywords.

Womac contends that Egenberg is equating the word contract—Egenberg's one contract with Quintessa—with campaign. But the Release does not use the word contract; rather, it uses the broader word campaign. A campaign is defined as “a connected series of operations designed to bring about a particular result.” “campaign,” Merriam-Webster.com Dictionary, https://www.merriam-webster.com/dictionary/compaign (last visited April 28, 2026). In essence, Womac's argument is that there were repeated breaches of the Release.

Responding to Womac's argument, Egenberg analogizes it to the plaintiff's argument in Winesberry v. St. Bernard Par. Gov't, 25-00065, p. 1 (La. 4/15/25), 406 So.3d 416, 417, that the Supreme Court rejected. There, the plaintiff argued that a defective project that results in routine flooding of a neighbor's property breached a duty to the neighbor every time it rained. Rejecting that argument, the Supreme Court observed that “[t]he periodic flooding of plaintiff's property is not the operative conduct; it is the continuing effect of that conduct.” Id. Likewise, Egenberg contends that its breaching conduct occurred once—when it set up the single ad campaign—and that Womac is conflating breach and effects. Multiple instances of damages allegedly following a single breach do not establish multiple breaches.

Repeating, both parties advocate that the Release is unambiguous and that it supports their respective position—Egenberg's, single (1) breach; Womac's, multiple (151) breaches. In deciding the issue presented, our task is not to determine which of the parties’ interpretations is best. Rather, our task is to determine whether both parties’ interpretations are plausible. If so, the Release is ambiguous. See Thomas v. Bankers Specialty Ins. Co., 24-0043, p. 8 (La. App. 4 Cir. 6/25/24), 398 So.3d 29, 35 (observing that “[a] contract is ambiguous when uncertainty exists as to the parties’ intentions and the contract is susceptible to more than one reasonable meaning upon application of the established rules of construction”).

Moreover, in deciding the issue presented, we are not bound by the parties’ interpretation of the Release as unambiguous; rather, our task is to determine de novo whether the Release is ambiguous. The Louisiana Supreme Court has observed that a contract is ambiguous regarding intent when:

• [I]t lacks a provision bearing on that issue[;]

• [T]he terms of a written contract are susceptible to more than one interpretation[;]

• [T]here is uncertainty or ambiguity as to its provisions[;] or

• [T]he intent of the parties cannot be ascertained from the language employed.

Campbell v. Melton, 01-2578, p. 6 (La. 5/14/02), 817 So.2d 69, 75 (reformatted).

Applied here, we find the Release is ambiguous. First, the Release lacks a provision defining how to calculate the number of breaches in this context. As noted elsewhere in this opinion, Womac acknowledged this ambiguity in the reply brief it filed in the trial court. Womac cited the Redstone case for the proposition that when a contract lacks a provision on an issue, it can be considered ambiguous on the issue of intent. See Redstone, 53,416, p. 8, 294 So.3d at 1118 (observing that “the contract was ambiguous in part”). Such is the case here.

Second, the parties’ respective positions establish that the Release is susceptible to two plausible interpretations—Egenberg's, single (1) breach; Womac's, multiple (151) breaches. The existence of two plausible interpretations renders the Release ambiguous. Thomas, 24-0043, p. 8, 398 So.3d at 35.

Finally, the parties’ intent cannot be determined from the language of the Release. Again, the Release is silent as to how the number of breaches are to be calculated. The Release does not refer to leads, advertisements, or duration as the basis for calculating the number of breaches or violations. The failure to include such language in the Release renders it ambiguous.

Given the ambiguity in the Release, we find, based on a de novo review, that there are genuine issues of material fact precluding the granting of summary judgment. Accordingly, we reverse the trial court's judgment granting Womac's partial summary judgment motion on the breach of contract claim.

Trial court's award of attorney's fees and costs

Egenberg next contends that if this Court reverses the partial summary judgment on the breach of contract claim, it likewise must reverse the trial court's award of attorney's fees and costs. We agree. Under the Release, attorney's fees and costs are due only to a prevailing party. As a result of this Court's reversal of the summary judgment ruling, Womac is no longer a prevailing party. On remand, the trial court will be required to revisit not only the breach of contract claim, but also the attorney's fees and costs claim. Accordingly, we reverse the trial court's award of attorney's fees and costs.

Answer to appeal—frivolous appeal claim

Given our reversal of the trial court's judgment in its entirety, we dismiss Womac's answer to the appeal, seeking additional attorney's fees and frivolous appeal damages.

DECREE

For the foregoing reasons, the trial court's May 5, 2025 judgment is reversed; and this matter is remanded. The answer to the appeal is dismissed.

REVERSED AND REMANDED; ANSWER TO APPEAL DISMISSED

FOOTNOTES

1.   Bart filed a separate suit against Egenberg, which it settled.

2.   Womac also sought injunctive relief. In December 2020, the trial court signed a Consent Order for Preliminary Injunction; Egenberg agreed to a preliminary injunction preventing it from bidding on the Womac name and slogans and requiring Egenberg to include the Womac name and slogans as negative keywords.

3.   Incorporating those interlocutory rulings into a final judgment, the trial court stated that “all issues in the litigation [have] been ruled upon” and decreed that judgment be entered in Womac's favor against Egenberg as follows: [i] “on the breach of contract claim in the amount of $1,510,000, plus judicial interest from the date of judicial demand, November 25, 2020, until the judgment rendered herein is paid in full”; and [ii] “for attorney's fees and court costs in the amount of $65,704.53, plus judicial interest from January 14, 2025, until the judgment rendered herein is paid in full.”

4.   In Prejean v. Guillory, 10-0740, pp. 6-7 (La. 7/2/10), 38 So.3d 274, 279, the Louisiana Supreme Court outlined the principles of contractual interpretation as follows:“Interpretation of a contract is the determination of the common intent of the parties.” La. Civ. Code art. 2045. The reasonable intention of the parties to a contract is to be sought by examining the words of the contract itself, and not assumed. Sims, [v. Mulhearn Funeral Home, Inc.], 07-0054, p. 7 [(La. 5/22/07), 956 So.2d [583,] 589. McConnell v. City of New Orleans, 35 La. Ann. 273 (1883). “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. Civ. Code art. 2046. Common intent is determined, therefore, in accordance with the general, ordinary, plain and popular meaning of the words used in the contract. Louisiana Ins. Guar. Ass'n v. Interstate Fire & Cas. Co., 93-0911, p. 5 (La.1/14/94), 630 So.2d 759, 763. 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. See Maloney v. Oak Builders, Inc., 256 La. 85, 98, 235 So.2d 386, 390 (1970); McConnell, 35 La. Ann. at 275. Most importantly, a contract “must be interpreted in a common-sense fashion, according to the words of the contract their common and usual significance.” Lambert v. Maryland Cas. Co., 418 So.2d 553, 559 (La. 1982).

5.   See also Renne v. Bd. of Supervisors for Univ. of Louisiana Sys., 23-0798, p. 14 (La. App. 4 Cir. 5/13/24), 401 So.3d 143, 152-53, writ denied, 24-00748 (La. 10/8/24), 394 So.3d 269 (quoting Coto v. J. Ray McDermott, S.A., 99-1866, p. 4 (La. App. 4 Cir. 10/25/00), 772 So.2d 828, 830) (observing “ ‘[a] summary judgment is rarely appropriate for a determination based on subjective facts such as intent, motive, malice, knowledge or good faith’ ”).

Judge Rosemary Ledet

C.J. BELSOME DISSENTS IN PART AND CONCURS IN PART.