Towne Center, Ltd. v. Keyworth, No. 92-CA-2273

CourtCourt of Appeal of Louisiana (US)
Writing for the CourtBARRY
Citation618 So.2d 467
Decision Date28 April 1993
Docket NumberNo. 92-CA-2273
PartiesTOWNE CENTER, LIMITED, a Louisiana Partnership in Commendam v. Richard F. KEYWORTH.

Page 467

618 So.2d 467
TOWNE CENTER, LIMITED, a Louisiana Partnership in Commendam
v.
Richard F. KEYWORTH.
No. 92-CA-2273.
Court of Appeal of Louisiana,
Fourth Circuit.
April 28, 1993.

Page 468

Craig L. Caesar, Leopold Z. Sher, McGlinchey Stafford & Lang, New Orleans, for plaintiff/appellant.

Warren E. Mouledoux, Jr., Marianne Morales Zimmer Connick, Lentini, Mouledoux, Wimberly & deLaup, Metairie, for defendant/appellee.

Before BARRY, CIACCIO and LOBRANO, JJ.

BARRY, Judge.

Towne Center, Limited, a Partnership in Commendam, appeals a judgment which upholds a real estate listing agreement. Towne Center contends the trial court considered extrinsic evidence to determine the intent of the parties and erred by finding that an absolutely null contract was ratified by a "short form" of that contract. The matter was submitted on trial memoranda, documents and depositions.

BACKGROUND

The trial judge's reasons for judgment explain the factual background:

Keyworth, along with general partners John Coats and Charles P. Cole, and limited partners Gordon McHardy and Jack Andonie formed Westside Properties, a partnership in commendam to develop a shopping center project located at 601 Terry Parkway, Gretna, Louisiana, commonly known as the Towne Square Shopping Center.

The evidence shows that Keyworth acted as developer for the group and the other partners were investors in the project. In October 1975, Westside Properties sold its interest in the project to Joseph Young, Sr. and John Neumeyer. Dr. Jack Andonie, Dr. G. Gordon McHardy, John B. Coats and Charles P. Cole, sold their interests in the property in exchange for cash consideration. The only document which details a precise cash consideration is a draft agreement for Charles P. Cole's signature which gives $13,500 as the sum for Cole's interest in Westside Properties.

The document dated October 2, 1975, entitled 'Purchase and Exclusive Listing Agreement' between Keyworth (seller) and Young and Neumeyer (purchaser) shows that the consideration for the sale of Keyworth's interest in the shopping center was the sum of one dollar ($1.00) and 'certain other valuable considerations.' 1 Keyworth was to be exclusive leasing manager of the Towne Square Shopping Center, realizing management fees equal to 6% of the first $100,000 of annual income and 4% of the remainder of income.

Page 469

After the sale of his interest, Keyworth proceeded to consumate [sic] leases, assisted tenants with obtaining financing, assisted with drawings, plans and specifications, negotiated contracts. In short he continued to act as developer for the project until the shopping center opened. Instead of cash, Keyworth sold his interest for future consideration based upon eventual income from the project.

On June 8, 1978 a short form of this Agreement was executed and signed by Keyworth, Neumeyer and Young. The short form agreement reiterated the consideration for the sale and specifically stated that its execution and recordation was intended to place third parties on notice that Keyworth was the exclusive listing agent for the property and of his right to commissions. In addition, the short form agreement listed the negotiated leases already secured. This document was recorded in the conveyance records of Jefferson Parish (COB 938, folio 527).

On April 30, 1982, Neumeyer and Young sold their interest in the shopping center to the plaintiff, Towne Center, Limited. Attached to the sale was a certificate [a handwritten notation] evidencing the agreement between Keyworth, Neumeyer and Young reflecting the obligation to retain Keyworth as the exclusive leasing agent by subsequent purchasers. The plaintiff paid Keyworth pursuant to the agreement for a period of almost eight years but ceased making payments in May of 1989.

At the time of execution of the 1975 Purchase Agreement, Keyworth was a real estate salesman licensed with the Louisiana Real Estate Commission and sponsored by Sidney M. Delaney, a licensed real estate broker. Keyworth subsequently received his real estate broker's license from the Commission on April 4, 1977.

Towne Center filed suit for restitution of commissions paid to Keyworth asserting the agreement was null and void ab initio because at the time of the 1975 agreement Keyworth was not a real estate broker under La.R.S. 37:1437 (now La.R.S. 37:1436). Towne Center also claimed that no future commission is due. Keyworth filed a reconventional demand for a declaratory judgment as to his commissions and...

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4 practice notes
  • Gulf Coast Facilities Mgmt., LLC v. BG LNG Serv., LLC, Civil Action No. 09-3822
    • United States
    • U.S. District Court — Eastern District of Louisiana
    • September 8, 2010
    ...on the strong public policy to regulate the real estate business and it cannot be set aside by contract." Towne Center, Ltd. v. Keyworth, 618 So.2d 467, 470 (La.App. 4th Cir.1993) (citations omitted). The broad goal of the law seems to be to enable state regulation of how and who can conduc......
  • Executone v. Hospital Serv. Dis. No. 1, No. 1999 CA 2819.
    • United States
    • Court of Appeal of Louisiana (US)
    • May 11, 2001
    ...of prohibitory law. See West Baton Rouge Parish School Board, 367 So.2d at 335 (architect's license); Towne Center, Limited v. Keyworth, 618 So.2d 467, 470-71 (La.App. 4th Cir.1993) (real estate license); see generally Airline Construction Company, Inc. v. Ascension Parish School Board, 568......
  • Franklin v. Blount, No. 2006 CA 0847 (La. App. 2/9/2007), No. 2006 CA 0847.
    • United States
    • Court of Appeal of Louisiana (US)
    • February 9, 2007
    ...Therefore, because Mr. Franklin lacked the necessary license, the contract was null ab initio. See Towne Center, Ltd. v. Keyworth, 618 So.2d 467, 470-471 (La.App. 4 Cir. Louisiana Revised Statute 37:1445 provides: No action or suit shall be instituted, nor recovery be had, in any court of t......
  • Sanchez v. Bladel, 11-788
    • United States
    • Court of Appeal of Louisiana (US)
    • December 7, 2011
    ...on the strong public policy to regulate the real estate business and it cannot be set aside by contract." Towne Ctr., Ltd. v. Keyworth, 618 So.2d 467, 470 (La.App. 4 Cir. 1993). The Act enables state regulation of real estate activity. La.R.S. 37:1430 to 1470. It empowers the Louisiana Real......
4 cases
  • Gulf Coast Facilities Mgmt., LLC v. BG LNG Serv., LLC, Civil Action No. 09-3822
    • United States
    • U.S. District Court — Eastern District of Louisiana
    • September 8, 2010
    ...on the strong public policy to regulate the real estate business and it cannot be set aside by contract." Towne Center, Ltd. v. Keyworth, 618 So.2d 467, 470 (La.App. 4th Cir.1993) (citations omitted). The broad goal of the law seems to be to enable state regulation of how and who can conduc......
  • Executone v. Hospital Serv. Dis. No. 1, No. 1999 CA 2819.
    • United States
    • Court of Appeal of Louisiana (US)
    • May 11, 2001
    ...of prohibitory law. See West Baton Rouge Parish School Board, 367 So.2d at 335 (architect's license); Towne Center, Limited v. Keyworth, 618 So.2d 467, 470-71 (La.App. 4th Cir.1993) (real estate license); see generally Airline Construction Company, Inc. v. Ascension Parish School Board, 568......
  • Franklin v. Blount, No. 2006 CA 0847 (La. App. 2/9/2007), No. 2006 CA 0847.
    • United States
    • Court of Appeal of Louisiana (US)
    • February 9, 2007
    ...Therefore, because Mr. Franklin lacked the necessary license, the contract was null ab initio. See Towne Center, Ltd. v. Keyworth, 618 So.2d 467, 470-471 (La.App. 4 Cir. Louisiana Revised Statute 37:1445 provides: No action or suit shall be instituted, nor recovery be had, in any court of t......
  • Sanchez v. Bladel, 11-788
    • United States
    • Court of Appeal of Louisiana (US)
    • December 7, 2011
    ...on the strong public policy to regulate the real estate business and it cannot be set aside by contract." Towne Ctr., Ltd. v. Keyworth, 618 So.2d 467, 470 (La.App. 4 Cir. 1993). The Act enables state regulation of real estate activity. La.R.S. 37:1430 to 1470. It empowers the Louisiana Real......

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