Woessner v. Park One, Inc., 2001-CA-1647.

• Court: Court of Appeal of Louisiana (US)
• Citation: 815 So.2d 329
• Docket Number: No. 2001-CA-1647.,2001-CA-1647.
• Parties: William J. WOESSNER, M.D. v. PARK ONE, INC.
• Decision Date: 27 March 2002

815 So.2d 329

William J. WOESSNER, M.D. v. PARK ONE, INC.

No. 2001-CA-1647.

Court of Appeal of Louisiana, Fourth Circuit.

March 27, 2002.

Thomas M. McEachin, Marc D. Winsberg, Schonekas, Winsberg, Evans & McGoey, L.L.C., New Orleans, LA, for Plaintiff/Appellee.

Nicholas J. Lorusso, The Lorusso Law Firm, New Orleans, LA, for Defendant/Appellant.

Court composed of Judge STEVEN R. PLOTKIN, Judge MIRIAM G. WALTZER and Judge TERRI F. LOVE.

MIRIAM G. WALTZER, Judge.

STATEMENT OF THE CASE

On 22 October 1999, William J. Woessner, M.D. filed suit against Park One, Inc. for damages caused by Park One's breach of a contract of sublease between the parties. On 17 November 1999, Park One answered with a general denial and pled as an affirmative defense that the sub-lease was not executed, and its duration was not fixed, rendering it a month-to-month agreement that was timely cancelled by Park One. Park One also pled affirmatively that Dr. Woessner was estopped from making his claim and that his claim had been extinguished by payment.

On 31 July 2001, Dr. Woessner amended and supplemented his petition, correcting the defendant's name to Park One of Louisiana, Inc. and adding to his original claim for breach of contract a second count alleging detrimental reliance on representations made by Park One's President and Chief Executive Officer, Edward R. Urrutia. Park One's answer generally denied Dr. Woessner's allegations.

The matter was tried on 6 December 2000 and taken under advisement. On 21 December 2000, the trial court entered judgment in favor of Dr. Woessner in the amount of $33,308 plus interest from judicial demand and costs, and denied Park One's Motion for New Trial. On 29 May 2001, the trial court amended its judgment to correct a computation error, and awarded Dr. Woessner $36,058 plus interest and costs. Park One appeals from that judgment, and we affirm.

STATEMENT OF FACTS

Dr. Woessner, a self-employed physician in family practice, testified that he owns his office at 750 Camp Street in New Orleans. In 1997, when renovating the three-story office building, he engaged in a search for employee parking in the immediate area. He found an overgrown empty lot owned by Dixie Mill, and eventually negotiated a lease for a three-year term at a monthly rental of $800 for the lot. Dr. Woessner testified that he made all monthly rent payments to Dixie Mill and continues to pay the company rent at the agreed rate.

Jim Huger, a principal of Dixie Parking and an acquaintance of Dr. Woessner, met with Dr. Woessner, Urrutia and Urrutia's assistant, John Tusia, at the overgrown empty lot, which was adjacent to a parking lot owned by Park One and located at 843 45 Magazine Street. Huger and Urrutia calculated the number of spaces to be gained by Park One if the fence separating the Park One lot from the empty lot were removed. Dr. Woessner would lease the empty lot from its owner, Dixie Mill, and nineteen parking places would be created by the new subdivision of the property. Since Dr. Woessner needed only ten parking spaces, he and Urrutia agreed that the doctor would have control of ten spaces and would receive $1,000 monthly base rent plus $60 per month for each of the nine spaces designated to Park One and the same amount monthly for any of the ten spaces designated to Dr. Woessner that he did not use. Dr. Woessner testified that he and Urrutia, in Huger's presence, agreed to the rental amounts and to a term of three years from the date when the empty lot could begin to be used for parking. The parties agreed that the lease could be terminated prior to the expiration of three years only if Dixie Mill sold the property, and that at termination, Park One would replace the fence that separated the Park One and Dixie Mill lots. Urrutia and Dr. Woessner shook hands, and the doctor testified he believed the deal was consummated and agreed to at that time.

The meeting was memorialized by a letter, stipulated to by the parties, setting out the agreement. The letter, dated 6 January 1998, was sent by facsimile from Park One to Dr. Woessner. The letter was written on Park One stationery and was signed by Urrutia, who was designated in the letter as Park One's President and CEO. Urrutia wrote, in relevant part:

Park One would sub-lease your lot and consolidate it with ours under the following terms we discussed:

1. Your practice will get up to 19 free spaces. Any spaces you do not want or need, Park One would lease back from you at $60 per month. Initially, you would take ten free spaces and Park One would lease back nine at $60 = $540 per month.

2. We would pay a base rental of $1,000 per month. Any spaces leased back per paragraph 1 above would be paid as additional rent.

* * *

5. We would have term of three years with a two year option, cancelable if the property sells. [Emphasis added.]

Dr. Woessner testified that Urrutia had never mentioned a thirty-day cancellation provision. Such a provision would have been totally unacceptable to Woessner, who did not want to manage a parking lot and who intended that the term of the sublease would be co-extensive with the term of Dr. Woessner's lease with Dixie Mill, for a three year term.

Park One hired and paid a contractor to tear down the fence and clear and prepare the lot. The parking operation began in January, 1998. In March, 1998, Dr. Woessner received from Urrutia a sublease agreement containing the following provision:

Notwithstanding anything to the contrary contained herein, either party to this sub-lease agreement shall have the right to cancel this sub-lease agreement by giving the other party thirty (30) days prior written notice, provided, however, that Sub Lessor may cancel this sub-lease agreement only in the event that the leased premises is sold, joint ventured, or otherwise developed.

This language clearly contradicts Park One's letter agreement. Dr. Woessner testified that he never agreed to this language and, upon receipt of the agreement, called Urrutia and told him he would not sign the lease with that language. Dr. Woessner testified repeatedly and unequivocally that he would not have entered into the sub-lease with Park One if it was subject to 30 day termination.

Dr. Woessner testified that Park One continued to use the lot and paid rent under the original oral agreement monthly through either November or December, 1998, for a total of $11,470. In December, Park One unilaterally informed Dr. Woessner that it would pay only the base rent of $1000, and paid no rent at all after December, 1998.

The parties stipulated to a handwritten note from Urrutia to Dr. Woessner, signed by Urrutia and initialed by Dr. Woessner noting that Park One would erect the fence upon termination of the sub-lease, and acknowledging that $540 in rent for the prior month remained due and unpaid.

Dr. Woessner testified that Mr. Wayne Ducote, owner of Park One, called him and advised Dr. Woessner that Park One was losing money on the lot and wanted to terminate the sub-lease. Dr. Woessner asked to get together with Ducote to discuss the matter, but was subsequently unable to get Ducote to return his phone calls or to agree to a meeting.

On 1 October 1998, Ron Marlow, designated as General Manager of Park One faxed a letter to Dr. Woessner purporting to cancel the sub-lease and recognizing Park One's undertaking to re-erect the fence. In fact, Park One did not replace the fence. Dr. Woessner testified that he obtained an estimate of $1750 to replace the fence. Dr. Woessner also testified that he received $10,950 in rental payments from persons who rented his parking spaces.

Mr. Huger testified that he was an adviser to Dr. Woessner, and confirmed Dr. Woessner's testimony concerning his involvement in the confection of the sublease between Dr. Woessner and Park One. Dr. Woessner paid Huger $200 each month from Park One's rental payment for his efforts. Huger confirmed that Urrutia/Park One at no time mentioned a 30 day termination right. Huger saw and heard Urrutia and Dr. Woessner discuss the terms of the...