Jones v. Hospital Corp. of America

• Decision Date: 02 December 1987
• Docket Number: No. 19076-CA,19076-CA
• Citation: 516 So.2d 1175
• Parties: Dr. Henry E. JONES, Plaintiff-Appellant, v. HOSPITAL CORPORATION OF AMERICA, Defendant-Appellee. 516 So.2d 1175
• Court: Court of Appeal of Louisiana — District of US

Page 1175

516 So.2d 1175

Dr. Henry E. JONES, Plaintiff-Appellant, v. HOSPITAL CORPORATION OF AMERICA, Defendant-Appellee.

No. 19076-CA.

516 So.2d 1175

Court of Appeal of Louisiana Second Circuit.

Dec. 2, 1987.

Grant & Dean by Fred R. McGaha, Monroe, for plaintiff-appellant.

McLeod, Swearingen, Verlander, Dollar, Price & Noah by David E. Verlander, III, P.C., Monroe, for defendant-appellee.

Before FRED W. JONES, Jr., SEXTON and LINDSAY, JJ.

SEXTON, Judge.

This suit against Hospital Corporation of America (HCA) was brought by Dr. Henry Jones seeking a declaratory judgment and injunctive relief based on theories of estoppel, unjust enrichment, negligent misrepresentation and detrimental reliance. The trial court sustained a motion for summary judgment filed by the defendant with respect to the "claims based on the existence of a contract of sale, the existence of a contract to sell, the estoppel of defendant from denying the existence of a contract of sale or a contract to sell and an injunction...." The summary judgment was denied as to the suit's "other claims." The plaintiff appeals asserting only that because there is a material issue of fact pertaining to the issue of estoppel, the trial court erred in dismissing the demands for injunctive relief.

The appellant, a Monroe, Louisiana, physician, purchased Lot 2 of Block B, Unit 1, Monroe Medical Park in Ouachita Parish from Hospital Corporation of America in June of 1983. HCA owned adjacent Lot 1.

Dr. Jones' petition alleged that at the time of the sale of Lot 2, the defendant orally agreed to give him the right of "first refusal" on Lot 1. He further alleged that he later entered into an oral agreement with the defendant to purchase the property at an agreed upon price and took certain actions in furtherance thereof, including obtaining plans for a new building and ordering a survey of the lot. He contended that the defendant refused to acknowledge the agreement and to complete the formalities of the sale. He thus sought a declaratory judgment that a valid contract of sale was entered into or, in the alternative, that a valid contract to sell existed. In the further alternative, he sought an injunction based on estoppel.

The act of sale contained no written restrictions on the use of Lot 1, nor was there any written agreement containing a right of preemption or first refusal on the part of Dr. Henry Jones.

HCA moved for a summary judgment contending that since there was no written contract, Dr. Jones could claim no interest in Lot 1 of any kind. The district judge granted summary judgment in favor of HCA on all claims whereby Dr. Jones claimed an interest in the land or sought to restrict its alienation. His claim for damages, however, remains for trial. The dismissed claims include a claim that a sale had occurred, that there was a contract to sell, that there was a right of first refusal, that HCA was estopped from alienating the land, and that the plaintiff was entitled to an injunction.

Dr. Jones' appeal assigns as error only the granting of the summary judgment as it pertains to the issues of estoppel and injunction. In so doing, the plaintiff concedes in brief that the lack of a written instrument is fatal to his claims with respect to a contract to sell or a contract of sale.

Appellant asserts that the defendant, HCA, should be estopped from denying the existence of the written contract to sell, even though he admits these agreements were not put in writing. He alleges that HCA represented at the time of the original negotiations that the property would not be sold to a competitor and that Dr. Jones would have a right of preemption or right of first refusal. Dr. Jones claims that as a result of these representations by HCA he agreed to buy the property upon which he built his clinic. He asserts, and the record supports, that HCA has offered to sell the property to two competitors. Dr. Jones alleges, however, that HCA discussed the possibility of a sale with him in January of 1986 and that HCA did in fact offer to sell the property to him for a dollar per square foot. He claims that he accepted the offer and agreed to purchase the adjoining property and has conducted acts of corporeal possession upon the property since that time. He contends that he is ready and willing to complete the necessary formalities of the sale pursuant to the alleged agreement between the parties but that the defendant refuses. Based upon these allegations, he asserts that HCA is estopped from denying the contract of sale or contract to sell and should be enjoined from selling the property to the competitors.

Equitable estoppel is defined as the effect of the voluntary conduct of a party by which he is barred from asserting rights or defenses against another party justifiably relying on such conduct and causing him to change his position to his detriment as a result of such reliance. The three elements of estoppel are: (1) a representation by action or word, (2) justifiable reliance on the representation, and (3) a change in position to one's detriment because of the reliance. John Bailey Contractor, Inc. v. State, Department of Transportation and Development, 439 So.2d 1055 (La.1983); Wilkinson v. Wilkinson, 323 So.2d 120 (La.1975); First Federal Savings & Loan of Natchitoches v. American Bank and Trust Company, Coushatta, 461 So.2d 341 (La.App. 2d Cir.1984).

Defendant concedes that the summary judgment as it related to the existence of a contract of sale or a contract to sell was correct because these types of agreements must be written. Indeed, it is clear that any transfer of immovable property must be in writing. LSA-C.C. 1832, 1839 and 2440. Additionally, a contract to sell immovable property must be in writing. Harrell v. Stumberg, 220 La. 811, 57 So.2d 692 (1952); Reaux v. Iberia Parish Police Jury, 454 So.2d 227 (La.App. 3d Cir.1984) writ denied 458 So.2d 120 (La.1984); Gross v. Brooks, 130 So.2d 674 (La.App. 3d Cir.1961). As plaintiff acknowledges these points and was apparently aware of the law with respect to immovables, we cannot find that he justifiably relied on any unwritten representation made by the defendants. Moreover, the jurisprudence specifically holds that an unwritten contract to sell or contract of sale of realty cannot be proven by...