RUE DU BELIER COVE LLC v. RAGIN PROPERTIES LLC (2026)

Defendant/Plaintiff in Reconvention, Ragin’ Properties, LLC (Defendant), appeals from two judgments of the trial court in favor of Plaintiff/Defendant in Reconvention, Rue Du Belier Cove, LLC (Plaintiff). The first judgment, rendered on September 24, 2025, addressed the liability issues present in the case, and the second judgment, rendered on November 12, 2025, addressed the damages to be assessed. For the following reasons, we affirm.

FACTUAL AND PROCEDURAL HISTORY

On September 25, 2020, the parties entered into a purchase agreement where Plaintiff ¹ agreed to sell Defendant three townhomes for $315,000.00.² The act of sale was scheduled to take place on or before October 26, 2020, and provided remedies for default, including termination of the purchase agreement, stipulated damages in the amount of ten percent of the sales price, retention of the deposit, and the payment of attorney fees and costs.

Unfortunately on October 9, 2020, Hurricane Delta made landfall in Calcasieu Parish and damaged the townhomes, which were located in Lafayette. Following an inspection of the properties, Defendant, on October 16, 2020, completed a pre-printed addendum to the purchase agreement entitled, “Buyer Response to Property Inspection Form,” listing a number of items it required to be fixed by Plaintiff, including “[a]ny damage incurred from recent Hurricane to be repaired.” In response to Defendant's addendum, Plaintiff, on October 19, 2020, submitted a proposed pre- printed addendum to the purchase agreement entitled, “Seller Response to Property Inspection Form” (Seller Response Form). Plaintiff typed on the form the specific repairs it was willing to make. Plaintiff's Seller Response Form provided:

☒ 3. SELLER agrees to remedy only those items on the Buyer Response to Property Inspection that are listed below prior to the act of sale, and will provide BUYER with copies of paid receipts or other proof of repairs:

–Missing shingles will be replaced. Units 1, 3 and 7 have been made secure. Roofing repairs will be complete when the adjustor has inspected and the insurance company offers settlement. A roofing company will then perform the work.

–Mirrors have been hung.

On October 22, 2022, Defendant submitted a “Buyer Final Response To Inspection Form,” which provided, “BUYER elects to proceed toward the act of sale.”

Despite agreeing to proceed with the sale, Defendant failed to appear at the October 26, 2020 closing. As a result, Plaintiff filed a Petition to Enforce Contract, asserting that Defendant was in default of the purchase agreement and that it was entitled to terminate the agreement. Plaintiff further asserted that it was entitled to stipulated damages as provided by the agreement in the amount of $31,500.00 (ten percent of the purchase price), the $1,000.00 escrow deposit, attorney fees, interest, and costs.

Defendant answered Plaintiff's petition, denying all liability, and filed a reconventional demand, asserting that Plaintiff was in default of the purchase agreement because it failed to repair the shingles prior to the October 26, 2020 closing, as required. The parties filed cross motions for summary judgment. Although Plaintiff's motion was initially denied, it re-urged the motion. Following a November 20, 2023 hearing, the trial court granted Plaintiff's motion, finding that Defendant was in default of the purchase agreement and that Plaintiff was entitled to stipulated damages in the amount of $31,500.00, the $1,000.00 deposit, costs, interest, and attorney fees. Defendant's cross motion for summary judgment was denied. Defendant sought a supervisory writ to this court, which was denied and was remanded with instructions for Defendant to comply with the requirements governing appeals.³

On appeal to this court, we reversed the trial court's grant of summary judgment in favor of Plaintiff and remanded the case back to the trial court for further proceedings.⁴ In reversing, we held that summary judgment was not appropriate for either party as the subjective intent of the parties was critical in determining the interpretation of Option 3 of the Seller Response Form and that the parties’ interpretation of that language was vastly different. Plaintiff asserted that common sense would dictate that the roofing repairs would be completed after the sale of the property because following the hurricane, it would be impossible for an adjuster to inspect the roof, the insurance company to settle the claim, and the repairs be completed in the four days prior to the sale. Defendant's interpretation of the Seller Response Form's language was that the roof damage would be inspected, the insurance company would offer a settlement, and the repairs would all be completed within the four days prior to the sale. Defendant contended that on or before October 19, 2020, it advised Plaintiff that if the roof repairs could not be completed by the October 26, 2020 closing date, it would agree to extend the date of closing but that Plaintiff refused to extend the closing date. Defendant argued that no interpretation of Option 3 of the Seller Response Form would remove Plaintiff's obligation to complete the roof repairs prior to the sale, and therefore, Defendant refused to go through with the sale.

Following remand, the trial court addressed the liability issues during a two-day trial on September 2-3, 2025, with the parties stipulating that the damages issue would be determined at a later date. The trial court issued its reasons for judgment on September 12, 2025, holding that Plaintiff did not breach the September 25, 2020 purchase agreement but that Defendant did breach the agreement. The trial court held that Defendant was in bad faith in its breach of the agreement and dismissed its reconventional demand. The trial court also held that the purchase agreement between the two parties was terminated. A judgment to this effect was signed on September 24, 2025. Defendant filed a motion for a devolutive appeal from this judgment on November 4, 2025.

The parties submitted briefs regarding the damage issues. On November 12, 2025, the trial court issued a judgement that awarded Plaintiff $1,000.00 for the deposit, $31,500.00 in stipulated damages, $45,000.00 in punitive damages, and $105,372.62 for attorney fees and expenses. On December 30, 2025, Defendant filed a motion for a devolutive appeal from this judgment.

On appeal, Defendant asserts the following assignments of error:

1. The trial court erred in rendering judgment against [Defendant] under circumstances where the contractual interpretation urged by [Plaintiff] renders specific language in the provision at issue meaningless in violation of Article 2049 of the Louisiana Civil Code.

2. The trial court misinterpreted and misapplied Article 2053 of the Louisiana Civil Code in basing its decision on the statements of third parties rather than the conduct of the parties before and after the formation of the contract.

3. The trial court erred in rendering judgment against [Defendant] concerning breach of the purchase agreement because the documentary evidence and objective evidence contradict the story presented by [Plaintiff]’s witnesses, and Article 2056 of the Louisiana Civil Code requires that the contract terms at issue must be interpreted against [Plaintiff].

4. The trial court erred in determining that [Defendant] was in bad faith under the terms and conditions of the purchase agreement and its addenda.

5. The trial court erred in awarding attorney's fees for work related [to] appeal where [Plaintiff] did not prevail and for charges related to the cost of depositions were [sic] no depositions were introduced into evidence.

OPINION

The trial court's failure to apply La.Civ.Code art. 2049

Option 3 of the Seller Response Form states, in pertinent part: “SELLER agrees to remedy only those items on the Buyer Response to Property Inspection that are listed below prior to the act of sale[.]” (Italics added.) Defendant contends that the trial court's disregard of the “prior to the act of sale” language was in violation of La.Civ.Code art. 2049 and constituted legal error as it rendered the most significant portion of the form meaningless. Louisiana Civil Code Article 2049 provides, “A provision susceptible of different meanings must be interpreted with a meaning that renders it effective and not with one that renders it ineffective.”

Contrary to Defendant's contentions, the trial court did not disregard this language but, instead, specifically addressed it in its September 12, 2025 judgment, stating:

Because the parties do not agree as to terms [sic] of the contract as written, the first issue to be decided is the intent of the parties regarding the below language found in [Plaintiff's] “Seller Response to Property Inspection Form”:

3. SELLER agrees to remedy only those items on the Buyer Response to Property Inspection that are listed below prior to the act of sale, and will provide BUYER with copies of paid receipts or other proof of repairs:

-Missing shingles will be replaced. Units 1, 3 and 7 have been made secure. Roofing repairs will be complete when the adjuster has inspected and the insurance company offers settlement. A roofing company will then perform the work.

The first paragraph, which contains the phase “prior to the act of sale”, is preprinted language in the Seller Response form. The language regarding the shingles was inserted by the seller's agent, Deborah Foreman, at the direction of the seller's representative, Gary Rudick. [Plaintiff] contends that the inserted language that the repairs would be complete after an adjuster inspected the damage and settled the claim before the work would be performed supersedes the “prior to the act of sale” language in the preceding paragraph. [Defendant] argues that it expected the roof repairs to have been completed within the four days that elapsed between signing the Seller Response form and the date of closing.

The Court finds this argument disingenuous in light of all of the evidence, including Plaintiff's exhibit 77, an email from Troy Hebert with Latter and Blum to Bridget Tilley and Michael Choate stating, “the roof was not repaired by closing and all knew that was likely not going to happen.” Therefore, the Court finds the parties understood and agreed that the language inserted by the seller meant the roofing repairs would not be completed prior to the act of sale and [Defendant] breached the Purchase Agreement by not completing the sale.

Following the trial, the trial court informed the parties that its decision would be based on credibility issues. In discussing the deference to be given to a finding of fact by the trial court, this court, in Thymes v. Golden Nugget Lake Charles, LLC, 23-100, pp. 4-5 (La.App. 3 Cir. 11/2/23), 373 So.3d 129, 133 (alterations in original), writ denied, 23-1576 (La. 1/24/24), 378 So.3d 69, stated:

When reviewing a verdict in a civil case, the manifest error-clearly wrong standard applies, and the appellate court should not disturb a finding of fact made in the trial court unless it is clearly wrong. The Louisiana Supreme Court fashioned a two-part test when applying this standard: (1) is there a reasonable factual basis for the finding of the trial court; and (2) does a reading of the record establish that the finding is not clearly wrong or manifestly erroneous. Arceneaux v. Domingue, 365 So.2d 1330 (La. 1978). In Rosell v. ESCO, 549 So.2d 840, 844 (La. 1989), the court discussed the manifest error-clearly wrong standard in detail, stating:

It is well settled that a court of appeal may not set aside a trial court's or a jury's finding of fact in the absence of “manifest error” or unless it is “clearly wrong,” and where there is conflict in the testimony, reasonable evaluations of credibility and reasonable inferences of fact should not be disturbed upon review, even though the appellate court may feel that its own evaluations and inferences are as reasonable. Arceneaux v. Domingue, 365 So.2d 1330, 1333 (La. 1978); Canter v. Koehring, 283 So.2d 716, 724 (La. 1973)․ [I]f the trial court or jury findings are reasonable in light of the record reviewed in its entirety, the court of appeal may not reverse even though convinced that had it been sitting as the trier of fact, it would have weighed the evidence differently. Where there are two permissible views of the evidence, the factfinder's choice between them cannot be manifestly erroneous or clearly wrong. Arceneaux, supra at 1333, Watson v. State Farm Fire & Casualty Ins. Co., 469 So.2d 967 (La.1985)․

When findings are based on determinations regarding the credibility of witnesses, the manifest error-clearly wrong standard demands great deference to the trier of fact's findings; for only the factfinder can be aware of the variations in demeanor and tone of voice that bear so heavily on the listener's understanding and belief in what is said. Canter, supra at 724.

The trial court did not ignore or disregard the “prior to the act of sale” language but, after considering all of the evidence and the witnesses’ credibility, determined that Defendant's position that the repairs to the buildings were to be made within four days was unrealistic and “disingenuous.” There is ample support for the trial court's findings. Shortly upon receiving the Seller Response Form on October 19, 2020, Ms. Tilley, a certified public accountant and co-member of Defendant,⁵ stated in an email to Monique LeBlanc, Defendant's agent, “are they asking for an extension of time to get the roof done? Doesn't seem like they can close Monday unless they have someone lined up already to fix it and it's not even been seen by the insurance company.” Three days before the scheduled closing, Ms. Tilley wrote in an email to Ms. LeBlanc: “In that short period of time he can't get repairs done.” Additionally, Ms. LeBlanc, admitted that on October 20, 2020, she was told by Deborah Foreman, Plaintiff's agent, that Plaintiff was still waiting on an adjuster to inspect the property.

On October 22, 2020, Ms. LeBlanc sent an email to Ms. Tilley where she advised that her supervising brokers, Troy Hebert and Lori McCarthy, had recommended that Defendant agree to extend the closing date until the repairs could be completed. They further instructed that Defendant could not charge Plaintiff a fee to extend the closing date.

In making its determination, the trial court referenced an October 28, 2020 email from Troy Hebert to Ms. Tilley. Mr. Hebert was a managing broker in the real estate firm that employed Ms. LeBlanc. Ms. Tilley had complained to Mr. Hebert about how Ms. LeBlanc had handled the transaction between Plaintiff and Defendant. In his email, Mr. Hebert advised Ms. Tilley that when she and Mr. Choate received the Seller Response Form, they were instructed that they could either back out of the transaction or proceed to closing and it was their choice to proceed with the closing. He also pointed out that “[t]he roof was not repaired by closing and all knew that was likely not going to happen.”

There was ample evidence presented at the trial to support the trial court's decision that Defendant was aware that the repairs could not be made “prior to the act of sale[.]” As such, this assignment of error is without merit.

The trial court's misinterpretation and misapplication of La.Civ.Code art. 2053

Louisiana Civil Code Article 2053 provides that “[a] doubtful provision must be interpreted in light of the nature of the contract, equity, usages, the conduct of the parties before and after the formation of the contract, and of other contracts of a like nature between the same parties.” Defendant contends that the “doubtful provision” language applies to the “prior to the act of sale[ ]” provision and the clarifying language added by Plaintiff in the Seller Response Form regarding the roof-repair sequence that was to take place regarding the townhomes. Defendant also contends that “the conduct of the parties before and after the formation of” the sales agreement overwhelmingly contradicted the evidence and testimony presented by Plaintiff. The trial court, however, held that the evidence established that Plaintiff's modification of the Seller Response Form and Defendant's acceptance of its terms established an understanding that the roofing repairs would not be completed prior to the October 26, 2020 closing. Specifically, the trial court stated, “The Court finds the parties understood and agreed that the language inserted by the seller meant the roofing repairs would not be completed prior to the act of sale[.]”

Defendant argues that the trial court was in error in utilizing the email of Mr. Hebert to Ms. Tilley that stated, “all knew that was likely not going to happen[,]” as imputing knowledge that the roof would not be repaired by the closing to Defendant when Mr. Hebert was not a witness at trial. Although Mr. Hebert did not testify at the trial, Lori McCarthy did testify. Ms. McCarthy was the co-managing real estate broker with Mr. Hebert at Latter and Blum's Kaliste Saloom Office and Ms. LeBlanc's supervisor. Ms. McCarthy testified that she had reviewed the Seller Response Form after it was signed by Defendant. She explained that it was a real estate industry standard, which they taught all their agents, that typed or written additions to a real estate contract form supersedes the preprinted portions. Although the Seller Response Form did not indicate specifically if the repairs were to take place prior to the sale, in Ms. McCarthy's opinion, it was intended that the repairs would be made after the property had been inspected by an adjuster. Ms. McCarthy stated that she had discussions with Ms. LeBlanc and Ms. Tilley and informed them that they could have negotiated that the repairs be made before the closing date and have that added to the form, but they did not negotiate it that way. Ms. McCarthy also told them that they could file for an extension of the closing date so that the repairs could be completed prior to the closing.

Gary Rudick, the owner of Plaintiff, testified that he instructed Ms. Foreman to attach a copy of an October 19, 2020 email he had written to the last page of the Seller Response Form. This email stated in pertinent part, “With regards to the roofing repair for the three roof units ․ it will be complete when the adjuster has inspected and the insurance company offers settlement. Then a roofing company will perform the work.” Mr. Rudick stated that the purpose of that portion of the email was to put in sequential order the steps that had to be completed to have the repairs made. Mr. Rudick never indicated that these repairs would be completed prior to the sale because the hurricane made it impossible for him to predict when they would occur.⁶

Regarding the language added to the Seller Response Form, Ms. Foreman advised that she had thirty years’ experience as a real estate agent and that all of her continuing education classes taught that typed or written language added to a form superseded contradictory preprinted language on the form. This meant that the typed-in language on the Seller Response Form, indicating that the townhomes would be repaired following inspection by an adjuster and settlement by the insurance company, superseded the preprinted “prior to the act of sale[ ]” language.

Nevertheless, Ms. Foreman confirmed that she attached a copy of Mr. Rudick's October 19, 2020 email to the Seller Response Form to make it a part of the response and to clarify the steps that had to be taken in sequential order to complete repairs on the units.

After forwarding the Seller Response Form with Mr. Rudick's attached email to Defendant, Ms. Foreman called Ms. LeBlanc on October 19, 2020, to discuss the timing of the roof repairs. Ms. Foreman did this to ensure there was no misunderstanding regarding the sequence of events that were to take place regarding the townhome repairs. During her trial testimony, Ms. LeBlanc admitted that Ms. Foreman informed her it would be a process to get the adjuster out and have the roof repaired and that the process could extend beyond the closing date. Defendant was aware of the sequence of events that had to take place for the repairs to be made. The trial court held that with the aftermath of the hurricane, Defendant knew the repairs could not be completed prior to the closing date. Despite this, Defendant elected on October 22, 2022, to execute the Buyers Final Response Form, agreeing to proceed with the sale pursuant to the conditions set forth in the Seller Response Form.

In Clovelly Oil Co., LLC v. Midstates Petroleum Co., LLC, 12-2055, pp. 7-8 (La. 3/19/13), 112 So.3d 187, 193 (footnote omitted), the supreme court stated:

Generally, when the printed contract provisions irreconcilably conflict with the provisions added by the parties, the added provisions will control. This rule necessarily follows from the fundamental principle that the primary goal of contract interpretation is to ascertain the intent of the parties. Since the parties actually chose to add to or modify the printed contract, the written terms presumably better reflect their intention than those contained in a printed contract intended for general use.

The evidence supports the trial court's determination that the typed language inserted by Plaintiff into the Seller Response Form provided that the repairs to the property would not be made prior to the closing. The evidence established that it is standard in the industry that this added language superseded the preprinted language on the form. If there was a “doubtful provision,” it was correctly interpreted by what is the normal custom in the industry. This was confirmed by the co-brokers for Defendant, Mr. Hebert and Ms. McCarthy, as well as by Ms. Foreman. It is also confirmed by Louisiana case law. Therefore, this assignment of error is without merit.

The trial court's failure to apply La.Civ.Code art. 2056

Defendant next contends the trial court committed error in failing to construe the language of the sales agreement against Plaintiff pursuant to La.Civ.Code art. 2056, which provides:

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.

In Blalock v. Lord, 05-939, pp. 14–15 (La.App. 3 Cir. 2/1/06), 927 So.2d 1142, 1151-52 (third alteration ours), writ denied, 06-1642 (La. 9/26/06), 937 So.2d 847, this court stated:

Contracts have the force of law between the parties, and the courts are bound to interpret them according to the common intent of the parties. La.Civ.Code arts. 1983 and 2045. If the words of the contract are clear, unambiguous, and lead to no absurd consequences, the court need not look beyond the contract language to determine the true intent of the parties. La.Civ.Code art. 2046. In Armand v. Belt, 01-0051, pp. 2-3 (La.App. 3 Cir. 5/16/01), 799 So.2d 507, 508, writ denied, 01-1764 (La. 10/5/01), 798 So.2d 970, we stated that contractual relations between parties must be evaluated by applying the interpretive rules of contracts as found in the Louisiana Civil Code and further stated:

The interpretative purpose is to determine the common intent of the parties. La.Civ.Code art. 2045. In attempting to determine that common intent, we may not seek a different interpretation “[w]hen the words of a contract are clear and explicit and lead to no absurd consequences.” La.Civ.Code art. 2046. Words within a contract “must be given their generally prevailing meaning.” La.Civ.Code art. 2047. However, if words of a contract are susceptible of different meanings, we must interpret them in the manner that “best conforms to the object of the contract.” La.Civ.Code art. 2048. A single provision of [a] [sic] contract “must be interpreted in light of the other provisions so that each is given the meaning suggested by the contract as a whole.” La.Civ.Code art. 2050. We are required to interpret a doubtful provision “in light of the nature of the contract, equity, usages, the conduct of the parties before and after the formation of the contract, and of other contracts of a like nature between the same parties.” La.Civ.Code art. 2053. Additionally, where the doubt created by a contract provision cannot be removed, we must interpret that provision against the party who furnished it. La.Civ.Code art. 2056.

An appellate court's review of questions of law is simply to determine whether the trial court was legally correct or legally incorrect in its determination. Citgo Petroleum Corp. v. Frantz, 03-0088 (La.App. 3 Cir. 6/4/03), 847 So.2d 734, writ denied, 03-1911 (La. 10/31/03), 857 So.2d 484. The question of ambiguity in a contract is a matter of law, and the correct standard for review is that which is appropriate for review of legal error. Morin v. Foret, 98-0120 (La.App. 3 Cir. 4/14/99), 736 So.2d 279, writ denied, 99-2022 (La. 10/29/99), 748 So.2d 1165.

In Redstone v. Sipes, 53,416, pp. 5-6 (La.App. 2 Cir. 4/22/20), 294 So.3d 1113, 1117, the court provided:

Each provision in a contract must be interpreted in light of the other provision so that each is given the meaning suggested by the contract as a whole. La. C. C. art. 2050. A doubtful provision must be interpreted in light of the nature of the contract, equity, usages, the conduct of the parties before and after the formation of the contract, and of other contracts of a like nature between the same parties. La. C.C. art. 2053. In case of doubt that cannot be otherwise resolved, a provision in a contract must be interpreted against the party who furnished its text. La. C. C. art. 2056.

Contrary to Defendant's assertions, there should have been no doubt as to the intent of Plaintiff that the repairs would/could not be accomplished in the four days between the submission of the Seller Response Form and the closing date. Louisiana law and the industry standard practice is that the language indicating that the repairs would only be made after the property was inspected by an adjuster and payment offered by the insurance company, superseded the “prior to the act of sale[ ]” language. Ms. Foreman called Ms. LeBlanc on October 19, 2020, to specifically confirm the timing of the roof repairs as provided for in the Seller Response Form. Mr. Hebert acknowledged that Defendant knew the repairs would not be made prior to closing. Ms. McCarthy testified that her reading of the Seller Response Form indicated that the claims process had to be completed before the repairs would take place. Ms. McCarthy informed Defendant that if they did not agree with proceeding with the closing prior to the repairs being made then they should have negotiated that issue instead of just signing the Seller Response Form.

We find no error in the trial court's determination that there was no ambiguity or doubt with this contract, and as such, this assignment of error by Defendant is without merit.

Defendant's bad faith breach of the sales contract

The trial court determined that Defendant breached the sales agreement and was fully aware that the language inserted in the Seller Response Form meant that the repair to the roofs would not be completed prior to the sale closing. The trial court also found that Defendant was in bad faith in breaching the sales agreement. In this regard, the trial court stated:

Having found Ragin [sic] Properties, LLC breached the agreement the next issue to be decided is whether Ragin [sic] acted in bad faith in breaching the agreement. An obligor in bad faith is liable for all the damages, foreseeable or not, that are a direct consequence of his failure to perform. La.Civ.Code Ann. art. 1997. The term bad faith means more than mere bad judgment or negligence and it implies the conscious doing of a wrong for dishonest or morally questionable motives. Volentine v. Raeford Farms of Louisiana, LLC, 50,698 (La. App. 2 Cir. 8/15/16), 201 So. 3d 325, 338, writ denied, 2016-1924 (La. 12/16/16), 212 So. 3d 1171, and writ denied, 2016-1925 (La. 12/16/16), 212 So. 3d 1171[.]

In light of all of the evidence presented on this issue, including emails, text messages and testimony of witnesses, the Court finds Ragin [sic] consciously sought to force the seller to make concessions such as demanding Rue de [sic] Belier extend the closing date at the rate of $100 dollars per day for the first two weeks and then $200 per day thereafter. Under the terms of the agreement, RDBC did not have an obligation to extend the closing date and Ragin's attempt to gain an advantage by demanding more concessions than provided for initially evidences morally questionable motives and thus, constitutes bad faith.

The trial court found Defendant breached the sale agreement because it did not show up for the closing. In preparation for the closing, on October 22, 2020, Ms. Foreman emailed Ms. LeBlanc, advising that she had not been contacted by the closing attorney about the closing and had not received a settlement statement or cash sale document to review. Ms.⁷ Foreman requested that Ms. LeBlanc forward any closing information she might have and advised that she had confirmed with some attorneys that the closing could be done without the repairs being completed since Defendant had signed the Seller Response Form and agreed to proceed with the closing. If Defendant preferred to extend the closing to permit the repairs to be completed before closing, that could be accomplished, but because the hurricane was a force majeure ⁸ per the Louisiana Civil Code, no penalties would be due from Plaintiff.

Ms. Foreman testified that she tried to call Ms. LeBlanc twenty to twenty-five times over the weekend about the closing. Finally on the Sunday before the Monday closing, Ms. LeBlanc answered Ms. Foreman's call and informed her that if Plaintiff paid $1,000.00 they could extend the sale closing for fourteen days to have the roofs repaired. Ms. Foreman explained that Plaintiff did not want an extension, but if Defendant wanted an extension they needed to file for one.

On the weekend before the closing, Defendant called the closing attorney to advise him that they would not be attending the Monday morning closing. However, they did not advise Plaintiff that they would not be attending the closing.⁹ Ms. Foreman and Mr. Rudick, unaware that the closing would not take place, went to the attorney's office for the closing. Ms. Foreman testified that she brought some blank addendum forms to address with Defendant the roof repairs that needed to be completed. She explained that it was not unusual to have something that needed to be completed after the closing. In such a case, the parties would execute an addendum, which would set forth what was to be done and the deadline for completing it. This evidenced Plaintiff's commitment to completing the roofing repairs after the closing was accomplished. Ms. Foreman also brought a cancelation form in case Defendant chose to cancel the Purchase Agreement. After spending an hour at the attorney's office, Ms. Foreman and Mr. Rudick were eventually informed by the attorney that the closing would not be taking place because Defendant would not be attending.

In discussing what is required to prove a breach of contract and what constitutes bad faith, this court, in A Plus Home Care Services, LLC v. A Blessing Personal Home Care Services, LLC, 24-444, pp. 4-5 (La.App. 3 Cir. 3/19/25), 408 So.3d 1125, 1130-31, writ denied, 25-510 (La. 9/10/25), 415 So.3d 1276, explained:

We will not disturb a trial court's findings of fact even if we may have ruled differently as long as the trial court's findings are reasonable; the trial court's choice between two reasonable presentations of evidence is never manifestly erroneous. Rosell v. ESCO, 549 So.2d 840 (La. 1989). Moreover, a trial court's credibility determinations deserve great deference as it is in a superior position to assess a witness's testimony and behavior. Id.

“In order to succeed on a breach of contract claim, the plaintiff must prove the existence of the contract, a breach of the obligations therein, and damages.” Ledet v. Campo, 12-1193, p. 7 (La.App. 3 Cir. 3/6/13), 128 So.3d 1034, 1039. A party to a contract breaches it by (1) undertaking an obligation to perform; (2) failing to perform that obligation; and (3) the party entitled to performance suffers damages from the failure to perform. Sanga v. Perdomo, 14-609 (La.App. 5 Cir. 12/30/14), 167 So.3d 818, writ denied, 15-222 (La. 6/19/15), 172 So.3d 650. “A failure to perform results from nonperformance, defective performance, or delay in performance.” La.Civ.Code art. 1994.

A Caring Home Care Servs., LLC v. de la Houssaye, 17-31, pp. 2-3 (La.App. 3 Cir. 7/5/17), 224 So.3d 422, 424, writ denied, 17-1328 (La. 11/6/17), 229 So.3d 474.

“Contracts must be performed in good faith.” La.Civ.Code art. 1983. A party whose performance is defective is liable for the damages caused. La.Civ.Code art. 1994. A party who breaches a contract in good faith is only liable for foreseeable damages, whereas a party in bad faith is liable for all damages that result from the failure to perform. La.Civ.Code arts. 1996, 1997. One will not be deemed to be in bad faith if the mistake is an honest one; bad faith is equivalent to fraud and the conscious choice to do the wrong thing. The supreme court in Castille v. St. Martin Parish School Board, 16-1028, pp. 6-7 (La. 3/15/17), 218 1984 d 52, 56, stated:

The jurisprudence has consistently held that bad faith as used in the context of La.Civ.Code art. 1997 “generally implies actual or constructive fraud or a refusal to fulfill contractual obligations, not an honest mistake as to actual rights or duties.” Dorsett v. Johnson, 34,500 at p. 5 (La.App. 2 Cir. 5/9/01), 786 So.2d 897, writ denied, 01-1706 (La. 9/28/01), 798 So.2d 115.

Courts have recognized bad faith is “more than mere bad judgment or negligence; it implies the conscious doing of a wrong for dishonest or morally questionable motives.” Benton v. Clay, 48,245 at p. 8 (La. App. 2 Cir. 8/7/13), 123 So.3d 212, 219.

Whether a party is in good or bad faith is a factual determination. Weeks v. T.L. James & Co., 626 So.2d 420 (La.App. 3 Cir. 1993), writ denied, 630 So.2d 794 (La. 1994), writs denied, 93-2909, 93-2936 (La. 1/28/94), 630 So.2d 794.

The trial court did not commit error in determining that Defendant's signing of the sale agreement obligated them to perform (complete the purchase), that Defendant failed to complete the purchase (did not attend the closing), and that as a result, Plaintiff suffered damages (did not receive proceeds from the sale of the townhomes).

There was no manifest error in the trial court's finding that Defendant was in bad faith as it consciously sought to force Plaintiff to make concessions so it could gain an advantage.

Defendant's internal emails established its attempt to coerce the Plaintiff into paying $100.00 a day to extend the closing date so that the repairs could be made. This penalty would increase up to $200.00 per day after fourteen days. Defendant contends that this penalty was justified because of the lost rental income they would lose by not closing on time. The evidence, however, revealed that Defendant had no rental agreements in place for the townhomes.

Defendant argues that it was simply “negotiating for concessions for an extension of the closing date” and that it did not present an “official offer to extend where concessions were demanded.” Despite Defendant's contention, the evidence proved otherwise. Ms. Foreman testified that she felt bullied by Defendant as Defendant threatened to sue Plaintiff if the closing was not completed on time but would only agree to extend the deadline if Defendant was paid a $1,000.00 penalty. Defendant pushed for these concessions despite being informed by their agents that it was not proper to demand a payment to obtain an extension of the closing date.

Ms. LeBlanc admitted that she suggested to Ms. Tilley that Defendant agree to extend the closing date until the repairs could be completed and that Defendant could not charge a penalty if the closing date was extended. Ms. McCarthy testified that she informed Ms. Tilley that generally there is not a penalty charged to extend a closing date. Nevertheless, Defendant demanded a payment to extend the closing date.

Jim Keaty, a broker for Keaty Real Estate, who oversaw Ms. Foreman's transactions, testified that he suggested a couple of options to save the sale. One option was to extend the closing time by thirty days to permit the repairs to the roofs. If that was not acceptable to Defendant, then Plaintiff should submit a cancellation of the sale and release of the escrow payment made by Defendant. Mr. Keaty recalled being told that Defendant was threatening to sue everyone, including Keaty Real Estate. Mr. Keaty explained that he had closed close to seven thousand transactions, and the seller should not be required to pay a penalty to extend the closing date. Mr. Keaty noted that Defendant could have rejected the terms of the Seller Response Form, asked for the return of its escrow deposit, and looked for other property. That way, Plaintiff could seek another purchaser.

Because Defendant refused to close on the property, Plaintiff prepared a Cancellation of Contract with Mutual Release of Escrow Deposit Form so they could cancel the purchase agreement, return Defendant's escrow deposit, and attempt to sell the property to someone else. Defendant refused to execute the cancellation form and accept the return of its deposit. This was apparently another attempt to seek some form of concession from Plaintiff as it prevented Plaintiff from finding another buyer for the property.¹⁰

The trial court, after hearing testimony from seven witnesses and reviewing 170 exhibits, determined that Defendant sought to force Plaintiff into making concessions and to gain an advantage, which “evidences morally questionable motives and[,] thus, constitutes bad faith.” We find no manifest error in the trial court's assessment and affirm its findings that Defendant breached the purchase agreement in bad faith.

The trial court's award of attorney fees

Following its bad-faith ruling, the trial court requested that Plaintiff file affidavits and supporting invoices regarding its claimed attorney fees. Pursuant to judgment rendered on November 12, 2025, Plaintiff was awarded the following damages against Defendant:

A) $1,000.00 for the escrow deposit as per purchase agreement.

B) $31,500.00 for stipulated damages (10% of the purchase price).

C) $105,372.62 in attorney fees.

D) $45,000.00 in punitive damages (difference between purchase price of $315,000.00 and backup offer by other buyer of $360,000.00).

E) All cost of the proceedings.

Defendant complains that the trial court included attorney fees for work associated with the prior summary judgment appeal and that the award of attorney fees should be limited to “pre-trial discovery and work done in preparation for the trial of this matter.”

In discussing an award of attorney fees for a claim alleging a bad faith breach of an obligation, this court, in Smith v. Shirley, 01-1249, pp. 9-10 (La.App. 3 Cir. 2/6/02), 815 So.2d 980, 987, writ denied, 02-688 (La. 5/24/02), 816 So.2d 308, explained:

Attorney's fees in Louisiana are not allowed except where authorized by statute or contract. Rhodes v. Collier, 215 La. 754, 41 So.2d 669 (1949); Ferrier v. Jordache Ditto's, 94-1317, 94-1318 (La.App. 3 Cir. 5/17/95); 662 So.2d 14, writ denied, 95-2865 (La.2/2/96); 666 So.2d 1100. The lease in this case only provide for attorney's fees in the case of default by the lessee. Therefore, attorney's fees may be awarded only if there is statutory authority.

As we have previously indicated, [La.Civ.Code art.] 1997 provides that an obligor in bad faith is liable for all damages, foreseeable or not, that are a direct consequence of his failure to perform. In Lancaster v. Petroleum Corp. of Delaware, 491 So.2d 768 (La.App. 3 Cir. 1986), this court would not award attorney's fees for a bad faith breach of contract since there was no statutory or contractual provision providing for them.

Recognizing the fact that attorney's fees awards “are not favored and should be made only in cases that are clear and free from doubt,” we find that Article 1997 does not provide for attorney's fees in this case since it does not specifically state that attorney's fees are recoverable. Ferrier, 662 So.2d at 20; see also David Y. Martin, Jr., Inc. v. Heublein, Inc., 943 F.Supp. 63 7 (E.D.La.1996).

In contrast to Smith, attorney fees were awarded here based on the following provision from the purchase agreement: “The prevailing party to any litigation brought to enforce any provision of this Agreement shall be awarded their attorney fees and costs.” Plaintiff asserts that this provision does not limit the recovery of attorney fees to a particular component of the litigation as urged by Defendant. In support of its attorney fee claim, Plaintiff's attorneys, Couhig Partners, LLC, submitted detailed billing records that included the billing rates and time spent by each member of the law firm in connection with this case.

In Sonnier v. Diversified Healthcare-Lake Charles LLC, 22-420, pp. 41-42 (La.App. 3 Cir. 4/26/23), 364 So.3d 1213, 1239^40 (alteration in original), this court stated:

The trial court awarded Sonnier $104,177.50 in attorney fees based on a post-trial affidavit of her attorney setting forth the billable hours and expenses for Sonnier's case. LCCC argues that Sonnier provided no evidence at trial or in a post-judgment rule regarding attorney fees. We disagree. The trial court was authorized to award reasonable attorney fees under La.R.S. 23:967(B). As to attorney fees, the trial court noted in its oral reasons:

Lastly, counsel for the Plaintiff attested by affidavit that Plaintiff's attorney's fees and expenses total over a $100,000, 108,000 to be exact. Plaintiff also attached a complete description and itemization of the tasks and the bills that he incurred over the course of his representation. And accordingly, the Court awards attorney's fees in the amount of $ 108,000 - I'm sorry, $ 104,177.50[.]

We recently noted in Hooper v. La. Pigment Co., 19-816, pp. 46-47 (La.App. 3 Cir. 5/13/20), 298 So.3d 810, 835-36:

In Stanley v. Crowell & Owens, LLC, 15-395, pp. 3-4 (La.App. 3 Cir. 10/7/15), 175 So.3d 1204, 1207-08, writ denied, 15-2035 (La. 1/8/16), 184 So.3d 694, this court reviewed the law regarding appellate review of an attorney fee award:

This court reviews the trial court's award of attorney fees under the abuse of discretion standard. Covington v. McNeese State Univ., 12-2182 (La. 5/7/13), 118 So.3d 343. In Covington, the supreme court stated that in applying that standard, “the role of the reviewing court is not to determine what it considers to be an appropriate award, but rather it is to review the exercise of discretion by the trier of fact.” Id. at 351. Still, we review the trial court's factual findings in reaching the award at issue pursuant to the manifest error/clearly wrong standard. Stobart v. State, Dep't of Trans. & Dev., 617 So.2d 880 (La. 1993); Cottonport Bank v. Keller Prop. Mgmt., LLC, 13-649 (La.App. 3 Cir. 12/11/13), 128 So.3d 668.

Additionally, the trial court has discretion in determining the amount of an attorney fee based upon its own knowledge, the evidence, and its observation of the case and the record. Custom-Bilt Cabinet & Supply, Inc. v. Quality Built Cabinets, Inc., 32,441 (La.App. 2 Cir. 12/8/99), 748 So.2d 594. In fact, a court does not have to hear evidence concerning the time spent or hourly rates charged in order to make an award since the record will reflect much of the services rendered. Burford v. Burford, 95-2318 (La.App. 1 Cir. 6/28/96), 677 So.2d 722. When the nature and extent of the services of an attorney are shown by the record, it is the duty of the court to bring to bear its knowledge of the value of the services of counsel and to fix the value even in the absence of expert testimony. Mitchell v. Turner, 588 So.2d 1305 (La.App. 2 Cir.1991).

The factors to be considered in determining the reasonableness of an attorney fee award on appeal include:

(1) the ultimate result obtained; (2) the responsibility incurred; (3) the importance of the litigation; (4) amount of money involved; (5) extent and character of the work performed; (6) legal knowledge, attainment, and skill of the attorneys; (7) number of appearances made; (8) intricacies of the facts involved; (9) diligence and skill of counsel; and (10) the court's own knowledge.

State, Dep't of Transp. & Dev. v. Williamson, 597 So.2d 439, 442 (La.1992).

Regarding Defendant's contention that only the legal fees related to “pre-trial discovery and work done in preparation for trial” should be assessed, the purchase agreement awarded attorney fees to the prevailing party in connection with “any litigation.” We, therefore, find no abuse of discretion in the trial court's award of attorney fees, and Defendant's argument that the award of attorney fees should be limited to certain portions of the litigation, is without merit.

Defendant also takes issue with the attorney fee award to Barry Sallinger because unlike the detailed billing by Couhig Partners, LLC, there was no supporting documentation to demonstrate that Plaintiff incurred and paid Mr. Sallinger's legal fees. Plaintiff presented Mr. Sallinger's affidavit, wherein he attested that he spent 21.43 hours for a total of $7,500.00 for the legal work he did as co-counsel in assisting with this case. The trial court was authorized to consider the affidavit of Mr. Sallinger, which only included charges associated with trial preparation and participation. The trial court then utilized its “discretion in determining the amount of an attorney fee based upon its own knowledge, the evidence, and its observation of the case and the record.” Id. at 1240.

Based on the record, we find the trial court did not abuse its discretion in setting its award of attorney fees to Plaintiff.

Trial court's award of costs

The trial court assessed all costs to Defendant. Defendant asserts as error the award of costs for depositions that were not entered into evidence. In Guillory v. Louisiana Farm Bureau Casualty Insurance Co., 22-634, pp. 14-16 (La.App. 3 Cir. 10/4/23), 371 So.3d 1202, 1212 (first alteration ours), writ denied, 23-1453 (La. 1/10/24), 376 So.3d 848, this court stated:

“The district court has great discretion in awarding costs, including expert witness [fees], deposition costs, exhibit costs, and related expenses.” Reynolds v. La. Dept. of Transp., 15-1304, p. 4 (La.App. 1 Cir. 4/13/16), 194 So.3d 56, 59. The trial court's assessment of costs will not be disturbed on appeal absent an abuse of discretion. Id.

The trial court taxed “all costs of the prosecution of the claims by [P]lantiffs” to LFBC. In addition to those costs, the trial court taxed a total of $16,875.88, which included expert fees and fees for depositions and exhibits used at trial, as additional costs that LFBC was required to pay. The judgment specifically identified those amounts.

LFBC argues that several of those items are not taxable under La.Code Civ.P. art. 1920. Specifically, LFBC takes issue with certain costs it identifies as unnecessary, including amounts for exhibits and depositions that were not used at trial. LFBC also objects to the expenses associated with the mock jury and the jury consultant. LFBC argues that these items are not recoverable under La.Code Civ.P. art. 1920.

“Except as otherwise provided by law, the court may render judgment for costs, or any part thereof, against any party, as it may consider equitable pursuant to La.C.C.P. art. 1920, which has been liberally interpreted as granting broad discretion to the trial court.” Carr & Assoc., Inc. v. Jones, 22-946, p. 8 (La. App. 1 Cir. 5/10/23), 368 So.3d 593. “[T]he only costs which can be taxed against a litigant are those specifically provided for by statute.” Id. “The costs of the clerk, sheriff, witness’ fees, costs of taking depositions and copies of acts used on the trial, and all other costs allowed by the court, shall be taxed as costs.” La.R.S. 13:4533 (emphasis added). The jurisprudence recognizes that “the positive law in this instance allows for discretion on the part of the trial court to set costs other than those specifically enumerated, as equitable.” Barre-Williams v. Ware, 20-665, p. 6 (La.App. 4 Cir. 4/28/21), 365 So.3d 760, 769. There is support in the jurisprudence for the award of costs for depositions not introduced at trial. For example, in Butler v. LAMMICO, 15-1191, p. 10 (La.App. 4 Cir. 5/25/16), 195 So.3d 570, 577, the court stated that: “costs necessary to bring a case to trial, though not expressly introduced into evidence, are within the trial court's discretion to tax.” “[T]he trial court judge is in a better posture to determine what costs were necessary to bring the case to trial.” Id. We find that the same reasoning applies to the expenses incurred for the mock trial and jury consultant.

The trial court found that Defendant was in bad faith in its breach of the purchase agreement and, pursuant to La.Civ.Code art. 1997, it “is liable for all the damages, foreseeable or not, that are a direct consequence of his failure to perform.”

Additionally, the purchase agreement provided that the prevailing party “shall be awarded their ․ costs.” Based on the discretion granted to the trial court, we find no error in its assessment of the deposition costs against Defendant.

Trial court's award of judicial interest

Defendant also alleged as an error the award of judicial interest; however, Defendant failed to brief this issue. Pursuant to Uniform Rules—Courts of Appeal, Rule 2-12.4(B)(4), “All assignments of error and issues for review shall be briefed. The court may deem as abandoned any assignment of error or issue for review which has not been briefed.” Accordingly, Defendant's assignment of error regarding the granting of judicial interest is considered as abandoned. See Taylor v. Liberty Mut. Ins., 25-27 (La.App. 3 Cir. 9/10/25), 422 So.3d 331.

DECREE

For the foregoing reasons, the judgment of the trial court holding that Defendant, Ragin’ Properties, LLC, was in bad faith in its breach of the purchase agreement with Plaintiff, Rue du Belier Cove, LLC, and its assessment of damages, attorney fees, interest, and costs in favor of Plaintiff, is affirmed. All costs of this appeal are assessed to Ragin’ Properties, LLC.

AFFIRMED.

FOOTNOTES

1.   Rue Du Belier Cove, LLC was a limited liability company for the townhouses that were being built.

2.   These were townhomes 1, 3, and 7 Townhouse Cove, Lafayette, Louisiana. The list price of the three townhomes was $128,500.00 each or $385,500.00 for all three.

3.   Rue De [sic] Belier Cove, LLC v. Ragin’ Props., LLC, 23-786 (La.App. 3 Cir. 3/25/24) (unpublished writ opinion).

4.   Rue Du Belier Cove, LLC v. Ragin’ Props., LLC, 24-325 (La.App. 3 Cir. 2/19/25), 405 So.3d 1190.

5.   Ms. Tilley and Michael Choate were the only members of Defendant, which they formed to acquire investment properties.

6.   The roof repairs on the townhomes were completed on December 15, 2020.

7.   On Friday, October 23, 2020, the closing attorney did forward to the parties the HUD-1 Settlement Statement in advance of the closing set for Monday, October 26, 2020.

8.   In defining force majeure, the court in Payne v. Hurwitz, 07-81, 7-8 (La.App. 1 Cir. 1/16/08), 978 So.2d 1000, 1005 (alteration in original), stated:Our Civil Code provides that “[a]n obligor is not liable for his failure to perform when it is caused by a fortuitous event that makes performance impossible.” La. C.C. art. 1873. A fortuitous event is one that, at the time the contract was made, could not have been reasonably foreseen. La. C.C. art. 1875. Our jurisprudence uses the terms “fortuitous event” and force majeure (irresistible force) interchangeably. La. C.C. art. 1873, Revisions Comments—1984, (c). Force majeure is defined as “an event or effect that can be neither anticipated nor controlled.” Black's Law Dictionary 673-74 (8th ed.2004). It includes such acts of nature as floods and hurricanes. Id.

9.   Ms. LeBlanc did email Ms. Foreman minutes before the closing was to take place, informing her that Defendant would not be attending the closing. Ms. Foreman testified she checked her email on her phone thirty minutes before the closing, but shut off her phone to attend the closing.

10.   On the same day Plaintiff and Defendant executed the purchase agreement, another buyer offered to buy the property for $360,000.00 or $45,000.00 more than Defendant offered. On September 25, 2020, a backup purchase agreement was executed by Plaintiff and the backup buyer in the event the purchase agreement between Plaintiff and Defendant was canceled. This backup agreement was to remain in effect until October 26, 2020.

KYZAR, Judge.