GERRAD THERIOT ET AL v. FPI COLORADO LLC (2026)

Purchaser of farmland, defendant/appellant, FPI Colorado, LLC, appeals the judgment in favor of a number of Louisiana farmers, plaintiffs/appellees, who leased land from the seller of the farmland for rice and crawfish cultivation.^{1  2} For the following reasons, we affirm.

FACTUAL AND PROCEDURAL BACKGROUND

Dixie Water, LLC (Dixie Water) owned the land that the appellees (the Farmers) farmed for rice and crawfish. Dixie Water and the Farmers entered into three year contracts that began on April 1, 2020 and expired on April 1, 2023, except for one contract which was signed on February 1, 2021 and expired on February 1, 2024. In Spring 2021, the Farmers planted rice crops for harvesting in July, August, and November. In May 2021, they seeded crawfish that would be harvested in late 2021 and early 2022.

On May 27, 2021, Dixie Water sold the farm to Conn Properties, LLC (Conn) who, the same day, conveyed the farm to FPI Colorado, LLC (FPI) at a purchase price of $27,000,000.00. Both Conn and FPI signed documents assuming Dixie Water's leases with the Farmers. FPI's assumption, titled “ASSIGNMENT OF FARM AND PASTURE LEASES,” names Conn as the assignor and FPI as the assignee and states:

Obligations of Assignee. Assignee hereby assumes the Assignor's obligations and liabilities arising under the Lease only from and after the Effective Date of this act, in accordance with the Lease. Assignor will have the right to enforce the covenants assumed by Assignee directly against Assignee.

Attached to the assignment contract was Exhibit “A,” which consisted of nine individual leases between Dixie Water and the Farmers. The documents noted the term of the leases with most beginning April 1, 2020, with a duration of three years.

The Farmers filed suit in March 2022 against Dixie, Conn, and FPI. In June 2025, the Farmers filed a motion for partial summary judgment regarding La.R.S. 9:3203 as to the proper measure of damages and a partial motion for summary judgment on breach of contract. In July 2025, FPI filed a motion for partial summary judgment on damages.³ Following an August 2025 hearing, the trial court granted the Farmers’ motion relating to La.R.S. 9:3203 as to FPI, finding market value of the average crop that could have been grown on the land or on like land located in the immediate vicinity is the proper measure of damages rather than lost profits. It granted the Farmers’ motion on breach of contract finding that FPI breached the Farmers’ leases by:

failing to give timely notice of the termination of the Farm Leases, as the June 15, 2021, letter did not act as a termination of the Farm Leases, and the October 6, 2021, letter was untimely. The Court further orders that FPI breached the Plaintiffs’ Farm Leases by failing to allow the Plaintiffs a limited right of entry on the property to harvest their 2021 Ratoon Rice crop and 2021/2022 crawfish crop.4

In September 2025, the Farmers filed a motion for summary judgment regarding damages and seeking an award of $2,646,425.92, legal interest from the date of demand, and court costs. FPI filed a motion in opposition arguing that genuine issues of fact remained which precluded summary judgment and the award of $2,646,425.92. In a judgment rendered on December 9, 2025, the trial court granted the Farmers’ motion regarding damages and awarded them $2,646,425.92, legal interest from the date of the breach of contract, October 6, 2021 until the Judgment is paid in full, and ordered that costs be assessed to FPI except in a few situations. FPI now appeals.⁵

ASSIGNMENTS OF ERROR

1. The trial court erred in finding that there were no genuine issues of material fact that FPI breached the Farm Leases by failing to give timely notice of the termination of the Farm Leases and by failing to allow the Plaintiffs a limited right of entry on the property to harvest their crops, thereby granting Plaintiffs’ Motion for Partial Summary Judgment on Breach of Contract, and denying FPI's Motion for Partial Summary Judgment.

2. The trial court erred in finding that La.R.S. 9:3203 applies to Plaintiffs’ claims against FPI, that Plaintiffs’ potential recovery against FPI is gross revenue and is not limited to lost profits, and that the correct measure of damages is the market value of the average crop that could have been grown on the land or on like land located in the immediate vicinity, thereby granting Plaintiffs’ Motion for Partial Summary Judgment Regarding La.R.S. 9:3203, and denying FPI's Motion for Partial Summary Judgment on Damages.

3. The trial court erred in finding that there were no genuine issues of material fact regarding quantum of Plaintiffs’ damages, and in granting Plaintiffs’ Motion for Summary Judgment Regarding Damages and awarding $2,646,425.92 in gross revenue damages, plus interest and court costs.

DISCUSSION

Summary Judgment law

Louisiana Code of Civil Procedure Article 966(A)(3) provides that “[a]fter an opportunity for adequate discovery, a motion for 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.” The burden is on the party moving for summary judgment; however, La.Code Civ.P. art. 966(D)(1) further states, in part:

Nevertheless, if the mover will not bear the burden of proof at trial on the issue that is before the court on the motion for summary judgment, the mover's burden on the motion does not require him to negate all essential elements of the adverse party's claim, action, or defense, but rather to point out to the court the absence of factual support for one or more elements essential to the adverse party's claim, action, or defense. The burden is on the adverse party to produce factual support sufficient to establish the existence of a genuine issue of material fact or that the mover is not entitled to judgment as a matter of law.

An appellate court considers a ruling on a motion for summary judgment de novo “using the same criteria that govern the trial court's determination of whether summary judgment is appropriate -- i.e., whether there is any genuine issue of material fact, and whether the movant is entitled to judgment as a matter of law.” Davis v. A Bar and Grill with a Bite, Inc., 19-1928, p. 2 (La. 3/16/20), 294 So.3d 1051, 1052.

ASSIGNMENT OF ERROR ONE

Breach of Contract

In this assignment of error, FPI argues that it did not breach the farm leases by terminating the Farmers’ leases, relying on Article 14 of the contract, because it “had the right to terminate the Farm Leases in the event of the property being sold.” In Professional Fluid Services, LLC v. Norsk Bronnservice AS, 17-920, pp. 4–6 (La.App. 3 Cir. 4/25/18), 245 So.3d 47, 51-52, writ denied, 18-869 (La. 10/29/18), 254 So.3d 1208 (footnotes omitted), we summarized the well-settled law relating to contract interpretation:

The Louisiana Supreme Court has stated:

“[W]hen 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.” Sims v. Mulhearn Funeral Home, Inc., 07-0054, p. 10 (La. 5/22/07), 956 So.2d 583, 590. “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, 07–0054 at p. 7, 956 So.2d at 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.

Prejean v. Guillory, 10-740, pp. 6–7 (La. 7/2/10), 38 So.3d 274, 279.

To determine the meaning of words used in a contract, a court should give them their generally prevailing meaning. If a word is susceptible to different meanings, it must be interpreted as having the meaning that best conforms to the object of the contract. A provision susceptible of different meanings must be interpreted with a meaning that renders the provision effective, and not with one that renders it ineffective. Furthermore, 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.

St. Mary Operating Co. v. Guidry, 06-1495, p. 6 (La.App. 3 Cir. 4/4/07), 954 So.2d 397, 402, writ denied, 07-962 (La. 6/29/07), 959 So.2d 520, quoting Claitor v. Delahoussaye, 02-1632 (La.App. 1 Cir. 5/28/03), 858 So.2d 469, writ denied, 03-1820 (La. 10/17/03), 855 So.2d 764 (internal citations omitted).

“Interpretation of a contract and, specifically the issue of whether a contract is ambiguous, is a question of law properly determined at the summary judgment stage.” Semco, LLC v. Grand Ltd., 16-342, p. 43 (La.App. 5 Cir. 5/31/17), 221 So.3d 1004, 1035, writ denied, 17-1291 (La. 11/6/17), 229 So.3d 475. “In case of doubt that cannot be otherwise resolved, a provision in a contract must be interpreted against the party who furnished its text. A contract executed in a standard form of one party must be interpreted, in case of doubt, in favor of the other party.” La.Civ.Code art. 2056.

Article 14 of the farm lease states (emphasis added):

ARTICLE 14. LESSOR'S TERMINATION RIGHTS

It is understood and agreed that in case all or a portion of the Premises are placed under contract to be sold, Lessor shall have the option, upon (30) days’ notice to Lessee, to terminate this Lease.

****

If this Lease is terminated pursuant to this Article 14 before the end of the normal production year for Rice Farming or Crawfish Cultivation, the Lessee shall have a limited right of entry for the purpose of completing the annual harvesting of corps seeded or crawfish cultivated before the termination of this lease.

On June 15, 2021, an attorney representing Conn sent the Farmers a letter relating to the assumption of the farm leases. It stated:

I represent Conn Properties LLC, a land investment company. On or about June 1, 2021 Conn Properties, LLC, along with Farmland Partners, Inc. participated and acquired from Dixie Water, LLC the Dixie Farm, which consists of 8,350 acres +/- of farm and marsh land situated in Cameron and Vermilion Parish, Louisiana. In conjunction with the acquisition, Dixie Water, LLC furnished my client copies of all current farm leases which were executed between you and Dixie Water, LLC. Provisions of the lease provide my client certain rights to terminate each lease.

It is my client's desire to re-evaluate and renegotiate new farm leases for the 2022 growing season. Should you have a desire to remain and continue leasing the property we would like to start discussions upon receipt of this Notice. If my client and you fail to renegotiate an acceptable lease for the 2022 growing season, your current lease shall terminate upon the 2021 crop harvest. Please contact Steve Son upon receipt of this letter to discuss the 2022 lease options. He may be reached at (870)622-7644.

Furthermore, if you are currently farming crawfish on Dixie we desire that you do not spend or invest on future input cost regarding crawfish unless a new lease has been executed for 2021/2022 season.

Thank you for your attention to this matter and we look forward to the opportunity to work with you in the future.

On October 6, 2021,the same attorney sent another letter to the Farmers with a heading of “RE: Cameron Parish - Lease Termination”:

On or about June 15, 2021, a Notice was sent to you by Conn Properties, LLC and Farmland Partners, Inc. regarding lease renewals for farming and crawfish operations in Cameron and Vermillion [sic] Parish. The Notice provided that should you have a desire to remain and continue leasing the property, a new lease must be negotiated and executed by you and my client; that in the event a new lease should fail to be negotiated, your current lease would terminate upon the 2021 crop harvest. The Notice further stated that if you are currently farming crawfish, no future input cost should be expended unless a new lease has been executed for the 2021/2022 season.

As of date, you have failed to execute a new lease for the 2021/2022 season. Conn Properties, LLC along with Farmland Partners, Inc. regret to inform you that they will not be leasing the subject property to you for the 2021/20222 season. Accordingly, you have until October 20th, 2021 to remove all equipment, crawfish traps, and other personal property from the premises. Should you have any questions, please do not hesitate to reach out to Steven Son at (870)622-7644 or Thomas Boggs at (318)307-5811.

The trial court found that the June 2021 letter did not serve as a proper termination of the farm leases and that the October 2021 letter was untimely. It further found FPI in breach of the leases when it failed to allow the Farmers back on the property to harvest their crop as allowed in Article 14.

FPI argues that Article 14 means that if the property is placed under a contract to be sold, the seller or buyer has the right to terminate the contract with the Farmers pursuant to the Article 14 terms. The trial court also implicitly found that FPI could terminate the lease, it just failed to do so correctly. FPI states that “[i]t would be absurd to suggest the Farm Leases allow termination in the event of a contract to sell, but not a contract of sale.” We disagree. The lease was confected between Dixie Water and the Farmers and refers to the terms governing the relationship between Dixie Water and the Farmers in twenty Articles spanning eight pages.⁶ It is clearly a contract contemplating the rules governing the relationship between Dixie Water and the Farmers and not a potential future buyer of the property. If it was, the contract should have added language indicating that such as “the Lessor and any subsequent purchaser” or something to that effect. There is nothing in the plain language of this contract that would confer the right of termination to a subsequent buyer of the property. The plain meaning of “to be sold” means something that will be happening in the future and is immediately followed by what the named lessor, i.e., Dixie Farms, has an option of doing under those circumstances. There is nothing ambiguous in this language. FPI could have negotiated the termination of the leases and assumption of the terms with the sellers.

FPI did not have the option to terminate the Farmers’ leases pursuant to the agreement it chose to assume. Moreover, even assuming it did have a right to terminate the contract pursuant to Article 14, as the trial court found, it still would be in breach because it failed to do so within thirty days, a requirement of the contract clause. While the October letter clearly conveyed the intent to terminate, it was months past the thirty-day time period and would have failed as a termination method if FPI could terminate the lease under the assumption agreement it entered into with Conn.

The timing of the letter, however, is relevant in relation to the Farmers’ failure to make the rent payment. The Farmers refused to make the November rent payment, and FPI refused to let the Farmers re-enter the property to cultivate their crops. Once it became clear following receipt of the October 6, 2021 letter that FPI was breaching the lease agreement, the Farmers were not obligated to make the November rent payment. Recently, in A Plus Home Care Services, LLC v. A Blessing Personal Home Care Services, LLC, 24-444 (La.App. 3 Cir. 3/19/25), 408 So.3d 1125, writ denied, 25-510 (La. 9/10/25), 415 So.3d 1276, we noted that a buyer of a home health care business was no longer under an obligation to perform under the contract by making a final payment for the business it purchased once the seller substantially breached the contract. The Louisiana Civil Code provides for nonperformance by the non-breaching party and the supreme court has affirmed that principle:

Our jurisprudence has consistently held that where one party substantially breaches a contract, the other party to the contract has a defense and an excuse for nonperformance. La. C.C. art. 2013 (“When the obligor fails to perform, the obligee has a right to the judicial dissolution of the contract or, according to the circumstances, to regard the contract as dissolved.”); Commerce Ins. Agency, Inc. v. Hogue, 618 So.2d 1048, 1052 (La. App. App. 1 Cir. 1993), writ denied, 626 So.2d 1171 (La. 1993)(citations omitted)(finding breach of a non-solicitation clause a material breach); J.H. Garrison & Son v. Sherill Hardwood Lumber Co., 156 La. 147, 150, 100 So. 253, 254 (1924)(a party may not claim damages for nonperformance of a contract to which he has not performed); IberiaBank v. Broussard, 907 F.3d 826, 837 (5th Cir. 2018)(in accordance with La. C.C. art 2022, an employee could not recover under an employment agreement, a commutative contract under La. C.C. art. 1911, due to his own breach); B.F. Edington Drilling Co. v. Yearwood, 239 La. 303, 118 So.2d 419 (1960); and Olympic Ins. Co. v. H.D. Harrison Inc., 463 F.2d 1049 (5th Cir.1972), cert. denied, 410 U.S. 930, 93 S.Ct. 1373, 35 L.Ed.2d 593 (1973). See also, V.P. Owen Const. Co. v. Dunbar, 532 So.2d 835, 837 (La. App. 4 Cir. 1988) (trial court did not err in rejecting a claim for attorney fees and interest made by construction company that breached the contract).

Stuart Servs, L.L.C. v. Nash Heating & Air Conditioning, Inc., 23-15, pp. 1–2 (La. 3/14/23), 357 So.3d 337, 338 (footnote omitted).

The same holds true here, and the Farmers were not obligated to pay a rent payment to FPI, a party who breached the Farmers’ leases, at the latest, when the October 6, 2021 letter was issued. This assignment of error is without merit.

ASSIGNMENT OF ERROR TWO

Louisiana Revised Statutes 9:3203-Market Value

In this assignment of error, FPI argues that the Farmers are only entitled to lost profits rather than gross revenue and refers to multiple cases unrelated to the cultivation of farm crops. The trial court found that “[m]arket value is not defined in the statute, but the Court does not find that it is the net profit. Market value would be the usual meaning of market value.” We agree. Louisiana Revised Statutes 9:3203 states:

Any lessor of property to be cultivated who fails to permit the lessee to occupy or cultivate the property leased, is liable to the lessee in an amount equal to the market value of the average crop that could have been grown on the land or on like land located in the immediate vicinity.

Pursuant to the ordinary meaning of the words in the statute, the language is clear that the Farmers are entitled to “market value” of the average crop. Black's Law Dictionary (12th ed. 2024) defines “fair market value” as “[t]he price that a seller is willing to accept and a buyer is willing to pay on the open market and in an arm's-length transaction; the point at which supply and demand intersect.” It notes nothing about deduction for expenses.

Louisiana Revised Statute 9:3203 was enacted in 1924 and has never been amended. There have been only twenty cases involving this statute in the over one hundred years since it was enacted. In Fontenot v. Benoit, 128 So.2d 815 (La.App. 3 Cir. 1961), a panel of this court found no error in the trial court's finding that the landlord had prevented the tenant from cultivating the leased premises and awarded the tenant damages equal to market value of an average crop. We further stated:

“The cases of Young v. Gay, 41 La.Ann. 758, [6 So. 608;] Pleasant v. Anderson, [La.App.,] 36 So.2d 731; Jones v. Dowling, [12 La.App. 362,] 125 So. 478, Hammond v. Lafferty, [La.App.,] 192 So. 746, were apparently cited by the defendant for the purpose of showing that this statute had been construed to allow as damages only that portion of the ‘Average crop’ which belonged to the tenant, after deducting the expenses for making the crop. In this case that is all that the plaintiff is requesting. The testimony showed that in 1958 the plaintiff netted $3,273.71 for his share of the rice crop. Other witnesses verified that his crop yield for the crop year 1958 was an average yield. For the crop year 1957 plaintiff had a net loss for the reason that an unprecedented storm, Hurricane Audrey by name, destroyed the rice crops in that area. That crop year cannot be considered in determining an average yield.

“Plaintiff contends that since the lease was valid for crop years 1959, 1960 and 1961, plaintiff is entitled to three times $3,273.71.

“This court does not interpret the statute in that way. The statute (R.S. 9:3203) is punitive in nature and must be strictly construed. The statute does not provide that the damages shall be equal to the market value of the average crop that would be harvested for the duration of the lease. It only provides for an amount equal to the market value of ‘the average crop.’

Id. at 820 (emphasis added).

FPI cites Dan E. Melichar's law review article, Disturbance of the Lessee's Possession in Louisiana, 29 La.L.Rev. 101, 104–5 (1968) (emphasis added) (footnote omitted) relating to La.R.S. 9:3203 and relying on Fontenot:

A special statute renders the lessor who prevents a farm tenant from making a crop liable for the market value of an average crop that could have been produced on the same or similar land, if the lessee meets the burden of proving such value. The landlord is entitled to deduct expenses incurred in producing the crop, and recovery will be limited to one year, rather than for all the years remaining under the lease. It has been held that the statute is penal in nature and applies only where the lessor has through fault interfered with the lessee. Thus, if the lessee is evicted upon sale of the premises, his remedy is found under Articles 2735 and 2737.

The sentence referencing the landlord's ability to deduct expenses only cites Fontenot for that proposition and provides no further explanation or analysis. In Fontenot, however, the issue of what the statute was referring to when using the terms “market value” was never reached because the plaintiff only requested the value of the crop after expenses. The plaintiff did, however, request the net yearly value for the term of the lease, $3,273.71, for the three year period of the lease. The panel of this court then referenced the statute being penal in nature and found that the statute did not refer to the duration period, choosing to limit it to one year of the market value of an average crop.

In a later case from this circuit, Regan v. Carr, 343 So.2d 1125 (La.App. 3 Cir.), writ denied, 346 So.2d 207 (La.1977), relied upon by FPI for the proposition that the award is limited to average profit as opposed to gross revenue, the plaintiff was wrongly evicted from the property. The appellate court affirmed the trial court's award stating:

LSA-R.S. 9:3203 provides that the lessor of property to be cultivated who fails to permit the lessee to occupy or cultivate the leased property, is liable to the lessee in an amount “equal to the market value of the average crop that could have been grown on the land or on like land located in the immediate vicinity.”

In this suit, the evidence shows that in 1974 plaintiff intended to plant 38.4 acres in rice and 35 acres in soybeans. A farmer's average profit from farming operations that year would have been $125.00 per acre for rice, and $75.00 per acre for soybeans. The trial judge computed plaintiff's loss for both crops to be $7,485.00, and he rendered judgment in favor of plaintiff for that amount. We think the evidence supports the award made by the trial court as damages for the breach of contract.

Id. at 1130 (emphasis added).

Again, in Regan, the meaning of “market value” was not contested or at issue and the appellate court provided no other information pertaining to the measure of damages. A plain reading of the words of the statute, along with the fact that the legislature purposefully created a more specific statute relating to farm lease breaches to protect farmers leads us to conclude that “market value” does not mean “net profit.” If the legislature intended to award the wrongfully evicted farmer only the net profits lost from the crop they were unable to harvest, it could have easily said so.

“Market value” is defined elsewhere in the code related to taxation such as in La.R.S. 47:2321:

Fair market value is the price for property which would be agreed upon between a willing and informed buyer and a willing and informed seller under usual and ordinary circumstances; it shall be the highest price estimated in terms of money which property will bring if exposed for sale on the open market with reasonable time allowed to find a purchaser who is buying with knowledge of all the uses and purposes to which the property is best adapted and for which it can be legally used.

“Fair market value” is the price a buyer is willing to pay, not the net value after expenses. This penalty statute would serve no purpose if Louisiana Civil Code Article 1995 sufficed.⁷ “Market value” simply does not equate to “profit,” which Black's Law Dictionary defines as “[t]he excess of revenues over expenditures in a business transaction.”

Furthermore, the legislature allows for the award of penalty damages in a variety of circumstances. The legislature provides for penalty or exemplary damages in numerous instances in which it wishes to deter behavior such as an employer's failure to respond to judgment pro confesso proceedings (La.R.S. 13:3923), an insurer's bad faith in the payment of claims (La.R.S. 22:1892), an employer's failure to provide payment in accordance with workers’ compensation law (La.R.S. 23:1201), an employer's failure to timely pay wages (La.R.S. 23:632), violations of the unfair trade practices act (La.R.S. 51:1409), failure to pay royalites due under the mineral code (La.R.S. 31:140), and the willful destruction or removal of timber (La.R.S. 3:4278.1). While penalty statutes are strictly construed, awarding net value provides no penalty at all and would incentivize a purchaser of farmland at the expense of Louisiana farmers. See Menard v. Targa Resources, L.L.C., 23-246 (La. 6/27/23), 366 So.3d 1238. To award net value is to read out the penalty portion of the statute.

FPI argues that to allow gross revenue here, the Farmers would be “put in a better financial position than if the Farm Lease had remained in place.” The penalty statute is in place to deter the lessor from interfering with a farmer's crop. The legislature clearly intended to award penalty damages to the farmers whose leases are breached preventing them from harvesting their crops. This serves to deter a lessor from purposely evicting a farmer mid-season who has already expended money for costs of production and reaping the rewards from the sale of their crops. Otherwise, the lessor would be unjustly enriched. Accordingly, this assignment of error is without merit.

ASSIGNMENT OF ERROR THREE

Damages

In this assignment of error, FPI argues that the trial court erred in finding no genuine issue of material fact regarding the award of $2,646,425.92 in damages asserting the following errors: 1) The Farmers failed to mitigate their damages by refusing to harvest their ratoon rice, even after FPI offered them the opportunity to do so; 2) The Farmers’ damages are entirely speculative, given that they have historically lost money farming; 3) There is an issue of fact regarding the amount that the Farmers could have actually harvested concerning their ratoon rice crop; and 4) The Farmers’ alleged damages must be reduced by the expenses that would have necessarily been incurred to produce their crops. FPI stresses that the Farmers’ damages are governed by the farm leases. However, that is not correct. The damages owed to the Farmers are calculated pursuant to La.R.S. 9:3203 rather than any provision of the leases.

We have already addressed number four. Thus, we need only address whether there was any genuine issue of material fact regarding mitigation, the proper calculation of market value, and the yield the Farmers could have obtained from their ratoon crop.

Mitigation

FPI's argument related to mitigation corresponds to its claim that the Farmers could have harvested the ratoon crop if they had made the November rent payment. We have already discussed why the Farmers were not obligated to the pay the rent payment, thus this issue is rendered moot. The Farmers had no duty to mitigate when the mitigation was conditional upon a payment they no longer owed.

Market Value

FPI argues that regardless of whether we find merit in their first two assignments of error, there are genuine issues of fact regarding whether the Farmers would have made any profit at all based on historical data, and that decision must be made by a jury rather than in summary judgment. We disagree.

In brief (footnotes omitted), FPI argues:

Importantly, FPI's expert, Mr. Gagnet, reviewed Plaintiffs’ historical farming data, including tax returns, and determined that most of them reported a net loss from farming operations. Therefore, they cannot meet their burden of proving that, for the particular year at issue, they would have actually made money. Any suggestion otherwise is entirely speculative.

․

Plaintiffs’ tax returns show that they historically lost money farming this property. Therefore, any allegation that they would have made money in the year at issue is speculative and unsupported by the evidence. As noted above, a court is not justified in fixing damages in the absence of definite proof․ The only available evidence regarding Plaintiffs’ historical income from farming shows that they were not profitable. Therefore, they have not met their burden of proving compensable damages.

Accordingly, at the very least, there is an issue of fact regarding whether Plaintiffs would have made any money if they had harvested their crops. All historical data suggests that they would not. Therefore, a jury must hear the case, weight the evidence, and determine whether Plaintiffs are entitled to damages in this case. Accordingly, summary judgment on damages was not appropriate.

As noted by the Farmers, FPI's argument is based on the wrong premise—that lost profits is the correct measure of damages. “Market value of the average crop that could have been grown on the land or on like land located in the immediate vicinity” is the measure required of La.R.S. 9:3203. Thus, the issue before us is whether there is any genuine issue of fact regarding the market value figures presented by the Farmers at the hearing on the motion. We find that there is not. The trial court found that the Farmers’ expert's methodology was reasonably reliable and we agree. At the hearing, the Farmers’ counsel noted the method of determining market value of the crops, which included a consideration of: 1) the number of acres farmed, 2) the market price of the commodity, and 3) the production or yield of the commodity. Market price and production yield are figures generated by LSU AgCenter and are independent reliable data. The final element, the acreage, has to be declared by the Farmers on an FSA (Farm Services Agency) form that was provided to the government prior to the breach of contract thus ensuring objectivity.

Regarding the determination of market value, at the hearing on the motion, counsel for FPI stated:

Dr. Groft testified that the farmers collectively lost $319,000-plus in revenue relating to their Ratoon rice crop, and $2,326,612 in lost revenue for the crawfish crop.

Our client reviewed the historical farming data of our expert, including the tax returns, and determined again that the farmers were reporting losing money each year.

FPI's expert determined that the Farmers reported historical farming losses based on tax returns and that any conclusion that they would have made money is purely speculative. However, the statute makes no mention of consideration of historical farming losses, tax returns, costs of production, or anything of the sort. It states that the damages award will be based on “market value of the average crop” that could have been grown on the land or like land located in the immediate vicinity.

The Farmers argue that there is no genuine issue when “applying the proper measure of damages–fair market value–under legally established principles–market approach–[the Farmers] evidence in support of damages was not speculative at all.” Dr. Groft used actual production values of the Farmers for their crawfish crops and a mid-range percentage based off of twenty-five prevent (25%) yield for the ratoon crop relying on data from LSU AgCenter that determined that in the fall of 2021, the yield from production would be between twenty to thirty percent of the main crop.

The trial court stated that the parties agreed to determine damages on summary judgment and further noted that there are instances in which a damage determination is appropriate for summary judgment. The trial court stated:

I find that the statute that's applicable is a penal statute. But I think the statute in this case, the facts of this case deserves a penal statute. Someone shouldn't be able to come in and do this to a large group of farmers who had no voice until Mr. Barrett came into the picture.

I find that Dr. Groft's methodology is reasonably reliable and certain. So I am going to accept his numbers for the Ratoon crop of 25 percent of the actual first harvest and award that as damages. That amount is $319,813.92․

And the crawfish estimates, I think there's no question about that. There was no ability to - - there's no dispute over any of those figures. So I'm going to award damages for the crawfish in the amount of $2,326,612.

FPI produced no evidence disputing “market value” of the average crop, focusing instead on historical data and past tax returns. We agree with the trial court that there is no genuine issue of material fact as to the market value determination which was based on objective standards and used a mid-range percentage valuation relating to the ratoon crop. The issues asserted by FPI in its October 14, 2025 memorandum in opposition to the motion for summary judgment reveal no genuine issues of material fact in dispute: historical farming data, tax returns, and the Farmers’ testimony relating to the certainty of the harvest are not relevant. This is not simply a breach of contract case where lost profits must be proven by reasonable certainty as the statute only calls for damages comprised of the market value of the average crop yield in the area. FPI offered no evidence to contradict the reasonable values submitted by the Farmers’ expert.

Amount of Ratoon Crop

Similarly, FPI argues that “[t]here is clearly an issue of fact regarding the quantity of rice that Plaintiffs may have harvested. A jury should hear the evidence and make a determination on how much each Plaintiff may be entitled to receive regarding their rice crop.” Again, the statutory basis of these punitive damages calls for a figure unrelated to the actual harvest. This is sensible since the Farmers were prevented from actually harvesting their crops. There is no issue of fact related to the ratoon rice yield as Dr. Groff's expert opinion was based on actual production values using a mid-range figure from LSU AgCenter's determination of crop productions for the year 2021. This assignment of error is without merit.

CONCLUSION

The trial court's judgment of August 14, 2025 granting summary judgment in favor of the plaintiffs/appellees, Gerrad Theriot, Jason Theriot, Brock King, Robbie Gaspard, Jacob David, Tyler Moore, Chad Thevis, Jason Guidry, Corey Vincent, Mason Theriot, and Micah Harrington and finding defendant/appellant, FPI Colorado LLC, breached the leases and that market value pursuant to La.R. 9:3203 was the proper measure of damages is affirmed. The trial court's December 9, 2025 judgment granting summary judgment in favor of the plaintiffs/appellees, Gerrad Theriot, Jason Theriot, Brock King, Robbie Gaspard, Jacob David, Tyler Moore, Chad Thevis, Jason Guidry, Corey Vincent, Mason Theriot, and Micah Harrington and awarding them $2,646,425.92, legal interest from the date of demand, and court costs, is affirmed. All costs of this appeal are assessed to defendant/appellant, FPI Colorado, LLC.

AFFIRMED.

STATE OF LOUISIANA

COURT OF APPEAL, THIRD CIRCUIT

26-169 consolidated with 26-53

GERRAD THERIOT, ET AL.

VERSUS

FPI COLORADO, LLC

APPEAL FROM THE THIRTY-EIGHTH JUDICIAL DISTRICT COURT PARISH OF CAMERON, NO. 1020784 HONORABLE PENELOPE RICHARD, DISTRICT JUDGE

SHANNON J. GREMILLION JUDGE

Court composed of Shannon J. Gremillion, Sharon Darville Wilson, and Clayton Davis, Judges.

AFFIRMED.

Jude C. Bursavich James R. Raines Kelsey Clark Luckett Breazeale, Sachse & Wilson, L.L.P. 301 Main Street, Suite 2300 Baton Rouge, LA 70801 (225) 387-4000 COUNSEL FOR DEFENDANT APPELLANT: FPI Colorado, LLC

Winfred Thomas Barrett, III Barrett Law Firm, Inc. 422 East College Street Lake Charles, LA 70605 (337) 474-7311 COUNSEL FOR PLAINTIFFS/APPELLEES: Gerrad Theriot, et al.

William D. Lampton The Norris Firm PC 1575 Church Street, Suite C Zachary, LA 70791 (225) 612-2003 COUNSEL FOR PLAINTIFFS/APPELLEES: Gerrad Theriot, et al.

Joshua A. Norris The Norris Firm PC 24 Greenway Plaza, Suite 1800 Houston, TX 77046 (713) 588-4536 COUNSEL FOR PLAINTIFFS/APPELLEES: Gerrad Theriot, et al.

GREMILLION, Judge.

For the reasons set forth in the opinion in the consolidated matter of 26-53, the trial court's judgment is affirmed.

AFFIRMED.

FOOTNOTES

1.   The plaintiffs are Gerrad Theriot, Jason Theriot, Brock King, Robbie Gaspard, Jacob David, Tyler Moore, Chad Thevis, Jason Guidry, Corey Vincent, Mason Theriot, and Micah Harrington.

2.   CA 25-63 is consolidated with 26-169.

3.   Multiple other summary judgment motions were filed between the parties that are not subject to this appeal.

4.   A ratoon crop is a new harvest that grows from the remaining roots and stubble of a plant after the main crop has been cut down.

5.   FPI's October 2025 appeal in our docket number 26-53 relates to the summary judgment ruling of August 14, 2025, prior to the award of an actual dollar amount. FPI's second January 2026 appeal in our docket number 26-169 relates to the summary judgment ruling of December 9, 2025, awarding damages. These matters were consolidated pursuant to FPI's unopposed motion to consolidate appeals.

6.   We note that all of the contracts signed by Dixie Water and the Farmers erroneously refer on the signature page to the Farmers as “Lessor” in addition to Dixie Water as Lessor. However, it is clear from reading the contracts that the Farmers were the Lessees.

7.   “Damages are measured by the loss sustained by the obligee and the profit of which he has been deprived.”

SHANNON J. GREMILLION JUDGE