Opinion

Boudreaux v. Axiall Corp

Court: District Court, W.D. Louisiana
Filed: Mar 30, 2022
Cited by: 0 cases
Authority: More cited than 22.6%

The opinion

UNITED STATES DISTRICT COURT

WESTERN DISTRICT OF LOUISIANA

LAKE CHARLES DIVISION

______________________________________________________________________________

ROBERT LEE BOUDREAUX CIVIL ACTION NO. 18-0956

VERSUS JUDGE DONALD E. WALTER

AXIALL CORP., ET AL. MAGISTRATE JUDGE KAY

______________________________________________________________________________

MEMORANDUM RULING

Before the Court is a Motion for Partial Summary Judgment Based on Compromise filed

by Defendants, Eagle US 2 LLC (“Eagle”), Axiall Corporation, and Axiall, LLC (herein

“Defendants”). See Record Document 52. Plaintiff, Robert Lee Boudreaux (“Boudreaux”)

opposes the motion.1 See Record Document 117. For the reasons assigned herein, Defendants’

motion is hereby GRANTED.

BACKGROUND INFORMATION

Robert Boudreaux filed suit against the Defendants for damages allegedly caused by

brine leaking from two pipelines transecting his property in Calcasieu Parish, Louisiana.2 The

now defunct pipelines are currently owned by Eagle, a wholly owned subsidiary of Axiall

1 Boudreaux’s wife, Shirley Ann Boudreaux, originally joined her husband in filing this lawsuit

(collectively “the Boudreauxs”). Mrs. Boudreaux was voluntarily dismissed because it was

determined that she does not have an ownership interest in the property in question. See Record

Documents 250 and 251.

2 The parties dispute ownership of the property containing the pipelines. The Defendants’ First

Supplemental Answer contains a Reconventional Demand challenging the Plaintiffs’ purported

ownership of the strip of land where the pipelines are located (referred to in this litigation as the

Brimstone strip). See Record Document 56-1. Indeed, Defendants allege that Axiall is the

owner of the 100 foot strip of land containing the pipelines, having acquired title from Brimstone

Railroad and Canal Company, or alternatively, via acquisitive prescription through possession of

more than thirty years without interruption. See id. A determination of ownership is not

required to consider the pending motion.

Corporation, and were once used to transport brine from the Sulphur salt dome mines to Axiall’s

chemical plant in Westlake, Louisiana. On May 2, 2014, the Louisiana Department of

Environmental Quality (“LDEQ”) issued a Compliance Order requiring Eagle to install a new

pipeline to replace the two existing pipelines. See Record Document 52-3. As part of the

project, Eagle was required by LDEQ to secure the necessary servitudes to allow for the building

of the replacement pipeline. See id. at 10.

On May 21, 2014, Boudreaux filed suit against the Defendants. See Record Document 1-

1 at 1. Boudreaux alleges that leaks from the two pipelines severely contaminated his land. As

such, Boudreaux contends that the Defendants are responsible for all damages arising from the

contamination of his land. See Record Document 1-15 at ¶ 38. Boudreaux’s complaint states

that the damage to his land “is actionable as a tort, a breach of contract, a failure to operate

prudently, a failure to maintain garde or control of the harmful byproducts or operations, a

failure to observe the obligations of neighborhood and other personal or predial servitudes, and a

failure to obey any laws under which the [plaintiff is a] third-party beneficiary to contracts

between the defendants and others.” See id. Boudreaux also alleges that the contamination, and

Defendants’ failure to remove toxic materials, constitutes a continuing trespass. See id. at ¶ 47.

He further alleges that Defendants’ actions have created an ongoing and damaging nuisance, and

that Defendant’s failure to restore his land constitutes a continuing breach of duties imposed by

tort law and contract law. See id. at ¶¶ 48-49.3 Boudreaux seeks compensatory damages in the

3 Boudreaux also asserted a claim against the Defendants under the Louisiana Unfair Trade

Practices and Consumer Protection Act (“LUTPA”), Louisiana Revised Statute § 51:1401 et seq,

claiming that Defendants’ conduct regarding the leaking pipelines offends public policy, and is

immoral, unethical, oppressive, unscrupulous, and/or substantially injurious. See Record

Document 1-15 at ¶¶ 54-56. The Court previously granted summary judgment in favor of the

Defendants and dismissed this claim with prejudice. See Record Documents 180 and 181. If the

amount necessary to put him in the position he was in before the damages occurred,

compensation for his loss of use of the land, the cost to restore the land, and attorney’s fees. See

id. at ¶¶ 50-51.

Before Eagle could proceed with the installation of the replacement pipeline mandated by

LDEQ, Eagle was required to secure the necessary servitudes. See Record Document 52-4 at 27.

As such, on November 21, 2014, the Defendants and the Boudreauxs entered into an agreement

entitled Covenant and Partial Release with Reservation (“the Covenant”). See Record Document

52-2. Therein, the Boudreauxs acknowledged and appeared as intervenors in a new Pipeline

Servitude and Right of Way Grant dated November 20, 2014, between Axiall, LLC (vendor) and

Eagle (vendee) across the disputed strip of land, which is attached to the Covenant as Exhibit 1.

See id. The Boudreauxs also recognized the validity of certain servitudes (a 1946 Servitude

governing the 10-inch brine pipeline and a 1965 Servitude governing the 16-inch brine pipeline

referred to collectively in the Covenant as “Prior Servitudes”) and provided that the Prior

Servitudes would continue to burden the property. See id.4 The Boudreauxs also agreed that

Defendants could install the replacement pipeline. See id. In exchange, the Boudreauxs

received $450,000.00 in consideration. See id.

Court had not previously dismissed this claim, it would do so now under the terms of the

Covenant.

4 “Prior Servitudes” is defined by the Covenant to include the September 3, 1946, servitude

between The Union Sulphur Company, Inc., and Southern Alkali Corporation, and the December

22, 1965, servitude between Allied Chemical Corporation and Pittsburgh Plate Glass Company.

See Record Document 52-2 at 1.

The Defendants move to dismiss several of Boudreaux’s claims arguing that in addition

to his agreement to the terms of the Covenant listed above, Boudreaux also agreed to release

certain claims asserted in his lawsuit. See Record Document 52-1 at 6. The terms of the

Covenant relevant to Defendants’ motion for summary judgment are as follows:

NOW, THEREFORE, in consideration of FOUR-HUNDRED AND FIFTY

THOUSAND AND NO/100 ($450,000.00) DOLLARS, paid to the Boudreauxs in

conjunction with this Covenant and the Servitude Agreement and other valuable

consideration, receipt and sufficiency of which is hereby acknowledged by the

Boudreauxs, and of the foregoing recitals which are incorporated herein by

reference, the Boudreauxs do hereby agree as follows:

1. The Boudreauxs expressly consent and agree to cooperate fully in Eagle’s

work and operations on the Pipelines5, which shall include, but is not limited to,

allowing access to Eagle’s officers, agents, employees, contractors and invitees to

enter onto and work on the Property where the Pipelines are to be or have been

installed and operated, to inspect and monitor the condition and effectiveness of

any work on the Pipelines, to install, perform maintenance, repair and/or replace

the Pipelines as necessary, and to manage the Property where the work occurs in a

manner to meet the purposes set forth in the Servitude Agreement and the Prior

Servitudes.

2. Subject to paragraph 9 of this Covenant, the Boudreauxs agree not to

initiate, allege, pursue, maintain, file and/or continue prosecution of any claims,

demands, actions, lawsuits, liabilities, and/or causes of action of whatever kind or

character, whether known or unknown, which they have or might claim to have

against Axiall or Eagle, for any and all injuries, harm, breach of contract, trespass,

damages, unjust enrichment, disgorgement of profits, penalties, costs, losses,

expenses, attorneys’ fees, and/or liability or other detriment, if any, whatsoever

and whenever incurred or suffered, arising out of, relating to, or in connection

with the work on and operation of the Pipelines contemplated and covered by and

associated with the Servitude Agreement, nor to challenge the validity, terms or

conditions of the Servitude Agreement or Prior Servitudes, under any

circumstances, including but not limited to any action for declaratory judgment,

rescission, reformation, lesion, vice(s) of consent, specific performance,

cancellation, termination, and/or dissolution. It is mutually acknowledged that all

references to Axiall and/or Eagle in this Covenant shall include each entity’s

5 “Pipelines” is defined by the Covenant to include both of the brine pipelines installed pursuant

to the Prior Servitudes and the additional pipelines to be installed as contemplated and covered

by the Servitude Agreement dated November 21, 2014, which is attached to the Covenant as

Exhibit 1. See Record Document 52-2 at 1-2.

parents, affiliates and subsidiaries, predecessors, and assigns and their former and

present agents, employees, directors, officers, members, stockholders, insurers,

contractors, attorneys, and other persons acting at their direction, on their behalf

or under the supervision, direction or control.

. . .

9. Except as set forth in paragraphs 1 and 2 above, the Boudreauxs reserve

their rights in the claims asserted solely for any environmental contamination

alleged or to be alleged in the suit titled “Robert Lee Boudreaux, et ux., v. Axiall

Corporation, et al” (Case No. 2014-2032 “H”), filed in the 14th Judicial District

Court on May 21, 2014, which was removed to federal court and is currently

pending as “Robert Lee Boudreaux, et ux. v. Axiall Corporation, et al.,” No. 2:14-

cv-02283-PM-KK, in the United States District Court, Western District of

Louisiana, Lake Charles Division.6 Notwithstanding the foregoing reservation,

this Covenant is intended to confirm, ratify, and facilitate the continuation of the

terms of the Servitude Agreement and Prior Servitudes, both retroactively and

prospectively from the execution of this Covenant. The Boudreauxs

unconditionally relinquish the right to seek to evict Axiall or Eagle from the

Property or otherwise disturb or allow to be disturbed Axiall’s or Eagle’s rights to

the Pipelines, irrespective of any court determination affecting the Prior

Servitudes, and regardless of the installation date of any of the Pipelines.

See Record Document 52-2 at 2-3.

The Defendants argue that the Covenant releases them from liability for all claims except

for Boudreaux’s property damage claims resulting from “environmental contamination” in the

instant lawsuit. See Record Document 52-1 at 6. As such, Defendants seek the dismissal of all

claims other than those for “environmental contamination.” See id. Boudreaux contends that the

language of the Covenant reserves his right to pursue all claims related in any way to

“environmental contamination,” and that he did not expressly release his right to assert any

future claims that may arise after the signing of the Covenant. See Record Document 117 at 9.

6 On September 29, 2016, Case No. 2:14-cv-02283-PM-KK was remanded to the 14th Judicial

District Court. On July 20, 2018, newly added Third-Party Defendants Parsons Government

Services, Inc., Gilbane Building Company, and Gilbane, Inc. removed the case again citing 28

U.S.C. § 1442(a)(1). See Record Document 1. Thus, this matter is the same case referenced in

the Covenant.

SUMMARY JUDGMENT STANDARD

Federal Rule of Civil Procedure 56(a) directs that a court “shall grant summary judgment

if the movant shows that there is no genuine dispute as to any material fact and the movant is

entitled to judgment as a matter of law.” Summary judgment is appropriate when the pleadings,

answers to interrogatories, admissions, depositions, and affidavits on file indicate that there is no

genuine issue of material fact and that the moving party is entitled to judgment as a matter of

law. See Celotex Corp. v. Catrett, 477 U.S. 317, 322, 106 S.Ct. 2548, 2552 (1986). The

moving party need only point out the absence of supporting evidence of the non-moving party’s

case. Id. Once this burden is satisfied the nonmovant must demonstrate that there is, in fact, a

genuine issue for dispute at trial by going “beyond the pleadings” and designating specific facts

for support. Little v. Liquid Air Corp., 37 F.3d 1069, 1075 (5th Cir. 1994). While not weighing

the evidence or evaluating the credibility of witnesses, courts should grant summary judgment

where the critical evidence in support of the nonmovant is so weak or tenuous that it could not

support a judgment in the nonmovant’s favor. Id.

In cases involving contract interpretation, summary judgment is proper if the contract in

question is unambiguous. See D.E.W., Inc. v. Loc. 93, Laborers’ Int’l Union of N. Am., 957

F.2d 196, 199 (5th Cir. 1992). “The interpretation of an unambiguous contract is a matter of

law[.]” S. Nat. Gas Co. v. Pursue Energy, 781 F.2d 1079, 1081 (5th Cir. 1986). However,

where a contract is ambiguous such that it requires interpretation through extrinsic evidence, a

determination of the parties’ intent is a matter of fact. See id. “Thus, a district court may

properly grant summary judgment when a contract is unambiguous, but may not grant summary

judgment when a contract is ambiguous and the parties’ intent presents a genuine issue of

material fact.” Id. (citations omitted).

LAW AND ANALYSIS

I. Choice of Law

The Covenant is an agreement between Axiall LLC and Eagle, each organized under

Delaware law, and Boudreaux, a citizen of Louisiana. See Record Document 52-2 at 1. The

Covenant does not contain a forum selection clause. Thus, the Court must apply the choice of

law rules of the forum state, Louisiana, to determine which state’s law will govern. See N. Am.

Land Dev. Corp. v. Jeld-Wen, Inc., No. 17-1483, 2019 WL 2528867 (W.D. La. June 4, 2019).

Louisiana Civil Code article 3515 provides:

Except as otherwise provided in this Book, an issue in a case having contacts with

other states is governed by the law of the state whose policies would be most

seriously impaired if its law were not applied to that issue.

The state is determined by evaluating the strength and pertinence of the relevant

policies of all involved states in light of: (1) the relationship of each state to the

parties and the dispute; and (2) the policies and needs of the interstate and

international systems, including the policies of upholding the justified

expectations of parties and of minimizing the adverse consequences that might

follow from subjecting a party to the law of more than one state.

The dispute in this instance is the interpretation of the Covenant, which is to be fulfilled

in Louisiana. There is no indication that the policies of Delaware would be impaired in any

manner if its laws were not to apply. Conversely, the immovable property impacted by the

Covenant, regardless of ultimate ownership, is in Louisiana and the terms of the Covenant are to

be performed in Louisiana. Therefore, this Court will apply Louisiana law.

II. Analysis of the Covenant

As noted above, the Defendants maintain that Boudreaux executed a compromise

agreement (the Covenant) wherein he made a broad release of claims, subject to a limited

reservation, in exchange for consideration. See Record Document 52-1 at 15. “A compromise is

a contract whereby the parties, through concessions made by one or more of them, settle a

dispute or an uncertainty concerning an obligation or other legal relationship.” La. Civ. Code

art. 3071. It is a release executed in exchange for consideration. See Singleton v. USAA, 18-15

(La. App. 5 Cir. 10/17/18), 258 So.3d 1074, 1076. “A compromise settles only those differences

that the parties clearly intended to settle, including the necessary consequences of what they

express.” La. Civ. Code art. 3076. A valid compromise therefore requires “a meeting of the

minds between the parties as to what they intended when the compromise was reached.” Percle

v. Purdue, No. 17-0549, 2019 WL 4915455, at *2 (W.D. La. Oct. 3, 2019) (citing Rivett v. State

Farm Fire & Cas. Co., 508 So. 2d 1356, 1359 (La. 1987)).

“A compromise precludes the parties from bringing a subsequent action based upon the

matter that was compromised.” La. Civ. Code art. 3080. Further, it “may form the basis of a plea

of res judicata.” Rivett, 508 So. 2d at 1359. “While the doctrine of res judicata is ordinarily

premised on a final judgment on the merits, it also applies where there is a transaction or

settlement of a disputed or compromised matter that has been entered into by the parties.”

Dempster v. Lamorak Ins. Co., No. 20-0095, 2021 WL 310485, at *5 (E.D. La. Jan. 29, 2021)

(quoting Ortega v. Dep’t of Transp. & Dev., 96-1322 (La. 2/25/97), 689 So. 2d 1358, 1363). The

party urging res judicata based on compromise bears the burden of proof to establish the

necessary elements of a valid compromise, including the parties’ intent to settle the differences

asserted in the current cause of action. See Brown v. Drillers, Inc., 630 So. 2d 741, 747 (La.

1994); see also Rivett, 508 So. 2d at 1359.

A compromise is to be “interpreted in accordance with the intent of the parties” and

“governed by the same general rules of statutory construction that are applicable to contracts.”

Jones v. Travelers Ind. Co., No. 18-946, 2018 WL 6684584, at *2 (W.D. La. Dec. 19, 2018)

(quoting Trahan v. Coca Cola Bottling Co. United, Inc., 2004-0100 (La. 3/2/05), 894 So. 2d

1096, 1106). “Interpretation of a contract is the determination of the common intent of the

parties.” La. Civ. Code 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.” La. Civ. Code art. 2046.7 “The words of a contract must be given their generally

prevailing meaning. Words of art and technical terms must be given their technical meaning

when the contract involves a technical matter.” La. Civ. Code art. 2047. The words of a

contract that are “susceptible of different meanings must be interpreted as having the meaning

that best conforms to the object of the contract.” La. Civ. Code art. 2048.

“Each provision of 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.” La. Civ. Code art. 2050. “A

provision susceptible of different meanings must be interpreted with a meaning that renders it

effective and not with one that renders it ineffective.” La. Civ. Code art. 2049. “Although a

contract is worded in general terms, it must be interpreted to cover only those things it appears

the parties intended to include.” La. Civ. Code art. 2051. Finally, “[i]t is well established that,

in contract interpretation, the more specific provision controls the general.” Master Craft

Constr., LLC v. Pronoun, Inc., 2017-569, (La. App. 3 Cir. 12/20/17), 258 So.3d 802, 807;

Corbello v. Iowa Prod., 2002-0826 (La. 2/25/03), 850 So. 2d 686, 704 (La. 2/25/03) (as clarified

on reh’g 06/20/03).

“Louisiana Courts have crafted a jurisprudential exception to the extrinsic evidence rule

for compromise agreements.” Maggio v. Parker, 2017-1112 (La. 6/27/18), 250 So. 3d 874, 879.

7 The Louisiana Supreme Court has explained that the word “further” in this article indicates that

a court’s determination that language contained in a contract is clear and explicit inherently

involves an interpretive process. See Brown, 630 So. 2d at 748. It is for this reason Louisiana

Civil Code article 2046 “emphasizes that the process involves no further interpretation, as to

opposed to no interpretation at all.” Id. (citation omitted).

“When a dispute arises as to the scope of a compromise agreement, ‘extrinsic evidence can be

considered to determine exactly what differences the parties intended to settle.’” Id. (quoting

Brown, 630 So. 2d at 749). “Louisiana courts have limited the application of the extrinsic

evidence exception to cases in which substantiating evidence is presented establishing either (1)

that the releaser was mistaken as to what he or she was signing, even though fraud was not

present; or (2) that the releaser did not fully understand the nature of the rights being released or

that the releaser did not intend to release certain aspects of his or her claim.” Id. “When the

factual circumstances surrounding the execution of the release instrument do not fall within

either of the above categories, Louisiana courts have applied the general rule of construction in

La. Civ. Code art. 2046 and have not hesitated to confine their analysis to the four corners of the

instrument.” Id. at 878-879.

Defendants maintain that the Court need only examine the four corners of the Covenant

to determine that summary judgment is appropriate. See Record Document 52-1 at 13.

Defendants note that Paragraph 2 states, in relevant part:

Subject to paragraph 9 of this Covenant, the Boudreauxs agree not to initiate,

allege, pursue, maintain, file and/or continue prosecution of any claims, demands,

actions, lawsuits, liabilities, and/or causes of action of whatever kind or character,

whether known or unknown, which they have or might claim to have against

Axiall or Eagle, for any and all injuries, harm, breach of contract, trespass,

damages, unjust enrichment, disgorgement of profits, penalties, costs, losses,

expenses, attorneys’ fees, and/or liability or other detriment, if any,

whatsoever and whenever incurred or suffered, arising out of, relating to, or

in connection with the work on and operation of the Pipelines contemplated

and covered by and associated with the Servitude Agreement8, nor to

challenge the validity, terms or conditions of the Servitude Agreement or

Prior Servitudes, under any circumstances….

8 The Court has reviewed the Servitude Agreement and notes that it discusses the pipelines

covered by Prior Servitudes and new replacement pipeline. Accordingly, the Court finds that all

three Pipelines (as defined by the Covenant) were “contemplated and covered by and associated

with the Servitude Agreement” as noted in Paragraph 2.

See Record Document 52-1 at 15 (emphasis noted in Defendants’ brief). Defendants argue that

this paragraph provides a broad unambiguous release of Plaintiffs’ claims, reserving only the

right to recover for claims of alleged environmental contamination as set forth in Paragraph 9,

which Defendants maintain is a claim based in tort. See id. at 15-16. Defendants also note that

the Covenant was negotiated with Plaintiffs’ counsel in an arms-length transaction devoid of any

allegations of fraud, vices of consent, or lack of capacity. See id. at 15. As such, Defendants

assert that the Covenant must be enforced as written, reserving only Plaintiff’s claims for

environmental contamination, a tortious allegation based on the leaks from the pipelines. See id.

at 16. Defendants therefore seek the dismissal of all other claims, including breach of contract,

breach of the servitude agreements, trespass, attorney’s fees, LUTPA, and all claims intended to

cancel, terminate, or dissolve the prior servitudes. See id. at 17-22.

Plaintiff disagrees, arguing that Paragraph 9 of the Covenant reserves his right to pursue

all of the claims in this lawsuit to the extent that they are related in any way to environmental

contamination. See Record Document 117 at 9. Throughout his brief, the Plaintiff states that

“Paragraph 9 of the Covenant broadly reserves the plaintiffs’ right to pursue all claims for

‘environmental contamination alleged or to be alleged in [this lawsuit].’” See id. at 11-12. Thus,

Plaintiff maintains that a claim for environmental contamination may be expressed as a tort,

breach of contract, breach of servitude, trespass, a claim for attorney’s fees, and a claim under

LUTPA. See id. at 12. Indeed, under Plaintiff’s proposed interpretation of the clause, none of

his claims would have been released by the Covenant agreement. See id. at 14.

Despite the parties’ adverse positions and related arguments in their respective briefs, the

Court sees no substantiating evidence that Boudreaux was mistaken as to what he was signing,

did not understand his rights being released, or did not intend to release certain aspects of his

claims. See Smith v. Amedisys Inc. 298 F.3d 434, 445 (5th Cir. 2002) (citing Brown, 630 So. 2d

at 749). Noting the lack of extrinsic evidence, the Court will proceed in applying the general

rules of contract interpretation and will interpret the Covenant from the four-corners of the

document. See id.; Maggio, 250 So. 3d at 878-879.

A. Environmental Contamination

The Court notes that it appears to be undisputed that the Plaintiff reserved his claim for

environmental contamination as a tort claim. This is consistent with Louisiana law, which

provides that a claim for environmental contamination that causes damage to immoveable

property is a delictual or tortious act. See Hogg v. Chevron USA, Inc., 2009-2632 (La. 7/6/10),

45 So. 3d 991, 1001 (contamination of soil is a tortious act).

The dispute between the parties arises based on the interpretation of Paragraph 9. The

Court notes that the entirety of the phrase in question from Paragraph 9, states, in relevant part:

“Except as set forth in paragraphs 1 and 2 above, the Boudreauxs reserve their rights in the

claims asserted solely for any environmental contamination alleged or to be alleged in the suit[.]”

See Record Document 52-2 at 3 (emphasis added). The common definition of “solely” is “only;

not involving anyone or anything else.” See Cambridge University Press Dictionary

(https://dictionary.cambridge.org). The parties disagree as to what qualifies as a claim for

environmental contamination reserved by the Plaintiff in Paragraph 9. Defendants take a narrow

approach, arguing that the Plaintiff only reserved environmental contamination claims based in

tort, all others being waived by Paragraph 2. See Record Document 52-1 at 16. As noted above,

the Plaintiff maintains that all of his claims in this lawsuit may be considered environmental

contamination claims. See Record Document 117 at 14.

The Court interprets the clause contained in Paragraph 9 as reserving only Plaintiff’s

right to pursue claims asserted for environmental contamination in the conventional sense of the

phrase (i.e. damage to immoveable property), not as an avenue to pursue claims that are merely

tangentially related. The term “solely” is the operative term of the phrase and must be given its

ordinary and plain meaning. If, as Boudreaux suggests, all of his claims were reserved by

Paragraph 9, then the term “solely” would have to be ignored. This is inconsistent with the

principals of contract interpretation, which require the Court to give words their generally

prevailing meaning. See La. Civ. Code art. 2047. Based on this interpretation, the Court readily

finds that Plaintiff released his claims for trespass, attorney’s fees, and LUTPA violations.

The more nuanced question arises in regard to Plaintiff’s claims for environmental

contamination based on a breach of contract. The Court agrees with the Plaintiff that in certain

circumstances environmental contamination may be asserted as a claim for breach of contract.

Indeed, even the Defendants concede in their reply brief that environmental contamination may

form the basis of a claim for breach of contract. See Record Document 143 at 3. However, after

carefully reviewing the Covenant, and Paragraphs 2 and 9 in particular, the Court finds that

Plaintiff has waived his claim for breach of contract. The plain language of paragraph 2

indicates that Boudreaux expressly released his claim for breach of contract. If Plaintiff did not

intend to release his breach of contract claim, he should have specifically reserved his breach of

contract claim in Paragraph 9. The phrase “solely for any environmental contamination” does

not clearly reserve a claim for breach of contract when such claims were expressly waived in

another clause.

B. Future Claims

Boudreaux maintains that, assuming he released certain claims by signing the Covenant,

he only released those claims that were actually in existence at the time the Covenant was

executed. See Record Document 117 at 14. Boudreaux argues that none of the language found

in Paragraph 2 of the Covenant expressly released future claims for later acquired causes of

action. See id. at 15. As such, Boudreaux contends that he did not release any “future claims”

based on acts, omissions, or facts and circumstances that occurred after the execution of the

Covenant. See id. at 14.

Defendants counter that Louisiana law provides that, in general, a person “may settle any

difference they may have in the present or in the future that is the subject of a lawsuit or that

could result in litigation.” Record Document 143 at 4 (emphasis omitted) (quoting Daigle v.

Clemco Indus. 613 So. 2d 619, 622 (La. 1993)). Defendants maintain that Boudreaux

compromised all future claims based on the language of Paragraph 2, which Defendants contend

released all claims “whether known or unknown, which they have or might have…whatsoever

and whenever incurred or suffered….” See id. at 5. Defendants argue that inclusion of the

phrase “whatsoever and whenever” provides a broad general release of Boudreaux’s claims,

including any future claims, related to the operation of the pipelines and the Prior Servitudes.

See id. at 5-6.

“A compromise does not affect rights subsequently acquired by a party, unless those

rights are expressly included in the agreement.” La. Civ. Code art. 3078. “[R]eleases of future

actions are narrowly construed to assure that the parties fully understand the rights released and

the resulting consequences. As a result, if the release instrument leaves any doubt as to whether

a particular future action is covered by the compromise, it should be construed not to cover such

future action.” Young v. Equifax Credit Info. Servs., Inc., 294 F.3d 631, 637 (5th Cir. 2002)

(quoting Brown, 630 So. 2d at 753).

The Court once again turns to Paragraph 2, which states in relevant part:

Subject to paragraph 9 of this Covenant, the Boudreauxs agree not to initiate,

allege, pursue, maintain, file and/or continue of any claims, demands, actions,

lawsuits, liabilities, and/or causes of action of whatever kind or character,