NOT DESIGNATED FOR PUBLICATION
In this suit alleging failure to pay wages due under written employment agreements, plaintiffs appeal the trial court judgment in favor of defendants, granting defendants' motion for summary judgment and dismissing plaintiffs' claims with prejudice. For the following reasons, we reverse and remand.
FACTS AND PROCEDURAL HISTORY
On April 20, 2010, the Deepwater Horizon offshore drilling rig exploded, resulting in a massive oil spill in the Gulf of Mexico. Thereafter, Worley Catastrophe Services, L.L.C., and Worley Catastrophe Response, L.L.C., (hereinafter referred to collectively as "Worley") provided claims adjusting services on behalf of ESIS, Inc., BP Exploration & Production, Inc. ("BP"), and the Gulf Coast Claims Facility ("the GCCF") for claims arising from the event. Worley, in turn, contracted with approximately 1,200 adjusters to perform adjusting services on its behalf for those claims. In connection with their performance of these adjusting services for claims from the oil spill, these 1,200 adjusters signed employment agreements, entitled "Agreement," with Worley, all in substantially the same form and substance.
On February 8, 2011, plaintiffs, Michael Sullivan, Charles Baldwin, Johnny Knighten, Jimmy Phillips, and Ron Dickerson, claims adjusters hired by Worley to perform adjusting services, filed a petition styled "Class Action Petition," asserting claims on their own behalf and as representatives of other similarly situated individuals and naming as defendants The Worley Companies, Worley Catastrophe Services, L.L.C., Worley Catastrophe Response, L.L.C., (hereinafter referred to collectively as "Worley"), and Claims Liquidating, L.L.C., formerly known as Worley Claims Services of Louisiana, Inc.
On June 6, 2011, plaintiffs filed a "Motion to Certify Action as Class Action" pursuant to LSA-C.C.P. art. 592. Following a hearing on the motion, the trial court granted the motion to certify the action as a class action by judgment dated September 21, 2011.
Thereafter, on December 2, 2011, Worley filed a motion for summary judgment, contending that the Agreement upon which the plaintiffs' and the class members' claims were based, by its unambiguous language, did not apply to the adjusting of "third party claims on the environmental project at issue," which Worley referred to as "the BP project," but rather applied "only to the adjusting of first party insurance claims on projects for insurance carriers." Worley further contended that the adjusters working on the BP project were paid pursuant to separate oral agreements with Worley. With regard to the fact that these adjusters were working on the BP project, an environmental project involving third-party claims, and each in fact had signed the Agreement at issue, Worley contended that the purpose of having the Agreement signed by each adjuster and including it with the "new hire paperwork" was to ensure it was "on file" in the event an adjuster was later deployed on a project for an "insurance carrier client." Moreover, Worley asserted that even if the Agreement were characterized as ambiguous, it should nonetheless be interpreted to apply only to "insurance claims adjusting."
Plaintiffs opposed the motion for summary judgment, contending that the question of whether the Agreement, which Worley undisputedly required 1,200 adjusters to sign before they commenced work on the BP Oil Spill, or an alleged oral agreement governed their employment relationship presented a disputed issue of fact which precluded summary judgment.
Following a hearing on the motion, the trial court, by judgment dated March 8, 2012, granted Worley's motion for summary judgment and dismissed plaintiffs' claims with prejudice in their entirety.
(1) Granting summary judgment on a contested issue of fact, that being, which agreement the parties intended to govern their contractual relationship, an alleged oral agreement asserted by Worley or the written Agreement that Worley required 1,200 adjusters sign as part of "their employment with Worley";
(2) Relying on LSA-C.C. art. 2046 regarding interpretation of contracts, to determine a question of fact reserved to the trier of fact; and
(3) Finding, as a matter of law, that the Agreement was clear and unambiguous and could only apply to adjusting "insurance claims" for insurance companies.
A motion for summary judgment is properly granted if the pleadings, depositions, answers to interrogatories, and admissions on file, together with affidavits, if any, show that there is no genuine issue as to material fact and that the mover is entitled to judgment as a matter of law. LSA-C.C.P. art. 966(B). The summary judgment procedure is expressly favored in the law and is designed to secure the just, speedy, and inexpensive determination of non-domestic civil actions. LSA-C.C.P. art. 966(A)(2).
The mover bears the burden of proving that he is entitled to summary judgment. LSA-C.C.P. art. 966(C)(2). However, if the mover will not bear the burden of proof at trial on the subject matter of the motion, he need only demonstrate the absence of factual support for one or more essential elements of his opponent's claim, action, or defense. LSA-C.C.P. art. 966(C)(2). If the moving party points out that there is an absence of factual support for one or more elements essential to the adverse party's claim, action, or defense, then the nonmoving party must produce factual support sufficient to satisfy his evidentiary burden at trial. LSA-C.C.P. art. 966(C)(2). If the mover has put forth supporting proof through affidavits or otherwise, the adverse party may not rest on the mere allegations or denials of his pleadings, but his response, by affidavits or otherwise, must set forth specific facts showing that there is a genuine issue for trial. LSA-C.C.P. art. 967(B).
If, on the other hand, the mover will bear the burden of proof at trial, that party must support his motion with credible evidence that would entitle him to a directed verdict if not controverted at trial.
In ruling on a motion for summary judgment, the trial court's role is not to evaluate the weight of the evidence or to determine the truth of the matter, but instead to determine whether there is a genuine issue of triable fact.
In determining whether summary judgment is appropriate, appellate courts review evidence de novo under the same criteria that govern the trial court's determination of whether summary judgment is appropriate.
Contracts have the effect of law between the parties. LSA-C.C. art. 1983. Courts are obligated to give legal effect to contracts according to the common intent of the parties. LSA-C.C. art. 2045. When the words of a contract are clear and explicit and lead to no absurd consequences, no further interpretation may be made in search of the parties' intent. LSA-C.C. art. 2046. Each provision in a contract must be interpreted in light of the other provisions so that each is given the meaning suggested by the contract as a whole. LSA-C.C. art. 2050;
Thus, when the words of the contract are clear and explicit and lead to no absurd consequences, it will be enforced as written, and its interpretation is a question of law for the court to decide.
In support of its motion for summary judgment, Worley contended that the unambiguous language of the Agreement demonstrates that it applies only to first-party insurance adjusting services and, thus, that it did not apply to the work plaintiffs performed in adjusting third-party claims filed against BP as a result of the BP oil spill.
The relevant language of the Agreement is as follows:
In its memorandum in support of its motion for summary judgment, Worley averred that the above-quoted language clearly and unambiguously demonstrated that the Agreement applies only to adjusting services for first-party
In support of its motion, Worley filed excerpts of the testimony of Allen Carpenter, the director of corporate compliance for Worley Catastrophe Response, from both the class certification hearing and a deposition. Carpenter testified that Worley provides two primary types of claims adjustment services, insurance and non-insurance. With insurance claims adjusting, Worley contracts with an insurance company to supplement its adjusting staff in the event of a natural disaster or a large-claim event. For non-insurance customers, on the other hand, Worley provides claims adjusting services to a company, but those services are not tied directly to an insurance policy. According to Carpenter, within Worley's line of work, it is customary to offer employment to adjusters on non-insurance events at day-rate compensation rather than on a per-file percentage rate of compensation.
Carpenter further testified that the approximately 1,200 adjusters it hired to perform third-party or non-insurance adjusting services in response to the BP oil spill entered into
Worley also filed excerpts of the depositions of the named plaintiffs. In their depositions, Sullivan, Phillips, Baldwin, and Dickerson each testified that when contacted about performing adjusting services on behalf of Worley for BP oil spill claims, they were orally told that the pay would be a certain sum per day,
Thus, Worley asserted that by the clear and unambiguous language of the Agreement, which applied only to
As further evidence that the Agreement did not apply to plaintiffs' services herein, Worley noted that the terms of the Agreement provided for compensation as "a total commission of 65% of the total fee amount of the invoiced billed to the
Alternatively, noting that the Agreement uses the term "insurance" six times, Worley asserted that even if the Agreement could be characterized as ambiguous, interpreting it to apply to environmental claims adjusting would render ineffective all references to insurance carriers, insurance claims, and the adjusting thereof throughout the Agreement. Further, Worley contended that, if the Agreement were ambiguous, making parol evidence admissible, the conduct of the parties,
In granting the motion for summary judgment and dismissing all claims with prejudice, the trial found that the Agreement is "completely unambiguous" and "applies only to insurance claims billed on a per-file basis" "for adjusting of insurance claims for insurance companies." Noting that this case did not involve "insurance claims," the court concluded that the Agreement by its clear wording did not apply to plaintiffs' claims for unpaid wages. We disagree.
Initially, we observe that there are two allegedly applicable contracts at issue herein,
Moreover, we do not find, as suggested by Worley, that the language of the Agreement clearly and unambiguously demonstrates that it did not apply to the employment relationships at issue. Although the Agreement does use the terms "insurance" and "insurance carriers," the Agreement also references the "client" in referring to the entity for whom Worley performs adjusting services. Thus, construing the language of the agreement as a whole, and as noted by plaintiffs, a reasonable interpretation of the phrase "insurance carriers" certainly could include self-insured entities, such as BP. Moreover, the Agreement specifically recites that Worley shall employ the employee in "the
In instances where the mutual intention of the parties has not been fairly explicit, the court may consider all pertinent facts and circumstances surrounding the parties at the time of contracting and may consider the party's own conclusions rather than adhere to a forced meaning of the terms used in the contract. LSA-C.C. art. 2053;
In support of their assertion that summary judgment was not appropriate, plaintiffs offered Stipulations of the parties, wherein Worley stipulated that approximately 1,200 adjusters signed "employment agreements in substantially the same form and substance as the Agreement attached [to the Stipulations]
Also, with regard to Worley's argument that the Agreement does not apply because of the reference to "per file" billing, plaintiffs noted that the Agreement further provided "
Plaintiffs also submitted the affidavit of an adjuster who was employed by Worley only in connection with the BP oil spill claims and attested that after her employment with Worley ceased, Worley sent her a letter threatening legal action against her for alleged violations of the non-competition clause in the Agreement. Plaintiffs asserted that these actions by Worley demonstrated Worley's intent that the employment relationship with plaintiffs in connection with the BP oil spill be governed by the terms of the Agreement.
On review, we agree that summary judgment is not appropriate herein, given these compelling claims regarding the applicable contract and terms, which can be resolved by the careful weighing of testimony and evidence to determine the underlying facts and the intention of the parties in confecting an employment relationship.
Considering the foregoing and based on our de novo review of the record as a whole, we conclude that genuine issues of material fact exist as to whether the written Agreement applied and which terms, if any, governed the employment relationship of the parties with regard to plaintiffs' adjusting services related to the BP oil spill. As such, summary judgment was improvidently granted.
For the above and foregoing reasons, the March 8, 2012 judgment, granting Worley's motion for summary judgment and dismissing plaintiffs' claims with prejudice, is hereby reversed. This matter is remanded for further proceedings consistent with the views expressed herein. Costs of this appeal are assessed against Worley Catastrophe Response, L.L.C. and Worley Catastrophe Services, L.L.C.
I agree with the majority that the Agreement's opening paragraphs, which reference that Worley's "principal business is supplying temporary help to assist in adjusting claims for various insurance companies and/or carriers" and the employee's assurance of knowledge about "various aspects of insurance claims adjusting," do not clearly and unambiguously demonstrate that the Agreement was limited solely to adjusting claims for insurance carriers.
Further, the Agreement entered into between the parties references three provisions regarding compensation. First, paragraph one provides that the "Employee shall receive such monetary compensation as agreed between the parties for services in writing from time to time." Next, paragraph two provides that the "Employee agrees to receive 40% for regular pay consideration plus 25% for overtime consideration making a total commission of 65% of the total fee amount of the invoice billed to the insurance carrier, upon receipt by Worley, of payment from carrier for work performed." Third, paragraph six provides that "As with all pay employee will receive 65% of the amount determined by the client."
Clearly, the payment provision in paragraph two does not apply herein insofar as BP is not an insurance carrier. Also, paragraph one allows the parties to enter into other arrangements that are not specifically provided for in the Agreement. However, it is unclear whether the provision in paragraph six, which provides that the employee is to receive 65% of the amount determined by the client, modifies any arrangement agreed upon by the parties in accord with paragraph one or paragraph two. Although an argument can be made that paragraph six merely modifies the provisions found in paragraph two, given the ambiguity in the Agreement, extrinsic evidence is required to determine the intent of the parties. Therefore, summary judgment is inappropriate. Accordingly, I concur with the result reached by the majority.