Gebreyesus v. FC Schaffer & Assoc.

Decision Date06 March 2000
Docket NumberNo. 98-30974,98-30974
Citation204 F.3d 639
Parties(5th Cir. 2000) ENDRIAS GEBREYESUS, doing business as ODA Trading Agency, Plaintiff-Appellant, v. FC SCHAFFER & ASSOCIATES, INC., Defendant-Appellee and MESFIN GEBREYES; KIFLE GEBRE., Appellees. FC SCHAFFER & ASSOCIATES INC, Plaintiff-Appellee and MESFIN GEBREYES; KIFLE GEBRE, Appellees v. ENDRIAS GEBREYESUS, doing business as ODA Trading Agency, Defendant-Appellant
CourtU.S. Court of Appeals — Fifth Circuit

Page 639

204 F.3d 639 (5th Cir. 2000)
ENDRIAS GEBREYESUS, doing business as ODA Trading Agency, Plaintiff-Appellant,
v.
FC SCHAFFER & ASSOCIATES, INC., Defendant-Appellee
and
MESFIN GEBREYES; KIFLE GEBRE., Appellees.
FC SCHAFFER & ASSOCIATES INC, Plaintiff-Appellee
and
MESFIN GEBREYES; KIFLE GEBRE, Appellees
v.
ENDRIAS GEBREYESUS, doing business as ODA Trading Agency, Defendant-Appellant.
No. 98-30974
UNITED STATES COURT OF APPEALS FIFTH CIRCUIT
March 6, 2000
Rehearing Denied April 11, 2000

Page 640

Copyrighted Material Omitted

Page 641

Appeals from the United States District Court for the Middle District of Louisiana

Before JOLLY, EMILIO M. GARZA, and BENAVIDES, Circuit Judges.

EMILIO M. GARZA, Circuit Judge:

Endrias Gebreyesus ("Endrias") appeals the district court's dismissal of his breach of contract claims against F.C. Schaffer & Associates, Inc. ("Schaffer"). 1 Finding that the district court erred in interpreting the agreements at issue, we reverse the judgment of the district court and remand for further findings.

I

This case arises out of the alleged breach of a series of contracts between Schaffer and ODA Trading Agency ("ODA"). Schaffer is an engineering firm based in Baton Rouge, Louisiana. ODA is an Ethiopian entity that represents international companies, like Schaffer, wishing to do business in Ethiopia. Endrias is the founder and purported owner of ODA. During the relevant time period, Mesfin Gebreyes ("Mesfin") was a full-time employee of ODA. 2 Kifle Gebre ("Kifle") worked as an independent contractor of ODA, receiving one-third of the gross profits from projects that he brought to the business.

In 1989, Endrias left Ethiopia for the United States, where he resided until 1993. Shortly after Endrias' departure, Kifle brought the representation of Schaffer to ODA. After learning that the Ethiopian Sugar Corporation had decided to build a cane sugar mill and ethanol plant in Finchaa, Ethiopia (the "Finchaa Project"), Kifle contacted Schaffer about bidding for the Project. Schaffer expressed interest in the project, and, in 1990, Schaffer and ODA entered into a Representation Agreement (the "1990 Agreement"). Under the terms of the 1990 Agreement, Schaffer was to pay ODA a commission if it was ultimately the successful bidder on the Finchaa Project. The agreement also (1) identified ODA as the agent of Schaffer, (2) designated Mesfin as the ODA personnel assigned to work on the Finchaa Project, and (3) provided that ODA was to inform Schaffer of any changes in ownership of ODA. Kifle signed his own name to the contract on the signature line designated for "ODA Trading Agency."

In 1992, Mesfin informed Schaffer that the ownership in ODA had changed substantially and that it was "being restructured by a new foreign trade licence No. 000375 in the name of ODA Trading with the main shareholder being Mesfin Gebreyes." In response to this purported change in ownership, a new Representation Agreement was executed (the "1992 Agreement"). The terms of the 1992 Agreement were virtually identical to those in the 1990 Agreement and purported to cancel the 1990 Agreement. Significantly, as in the 1990 Agreement, the 1992 Agreement identified the parties to the contract as Schaffer and ODA. 3 Mesfin

Page 642

signed his name above the "ODA Trading Agency" signature line.

In May 1993, Schaffer learned that it was the low bidder on the tender for the Finchaa Project. Two months later, Endrias returned to Ethiopia. Upon his return, he contacted Schaffer to "introduce" himself as the owner of ODA. Schaffer, having never before worked with or heard of Endrias, resisted the idea of working with him on the sensitive Finchaa Project. Accordingly, when Mesfin and Kifle left ODA in 1994 to form their own company, Schaffer entered into a new representation agreement with them as individuals (the "1994 Agreement"). The 1994 Agreement purported to "superced[e] and replac[e] all prior contracts...

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