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River Birch6/15/2005
Application for Rehearing Filed June 29, 2005; Rehearing Denied July 21, 2005
Before: PARRO, KUHN, and WELCH, JJ.
The facts in this case are indisputable; the contract at issue is contained in the record and provides the best evidence regarding the terms and conditions contained therein. Additionally, all communications had in connection with the contract were recorded and transcribed by the Federal Bureau of Investigation and are part of the record. The salient issue before us is the enforceability of the contract entered into on June 1, 1995, between parties sophisticated in both business and politics: the appellant, River Birch, Incorporated (River Birch), and the appellee, DAR, Inc. d/b/a Robin & Associates (Robin). Pursuant to the contract, entitled "Governmental Public Relations Consulting Agreement," River Birch, through its president, Albert J. Ward, Jr. (Ward) engaged the lobbying services of Dan A. Robin (Mr. Robin) for the purpose of defeating specific legislative bills, one of which was filed by House Speaker John Alario, that posed a threat to and, if passed, would prohibit the Louisiana Department of Environmental Quality from issuing essential permits needed by River Birch to begin operations as a landfill business. The contract provided for a $50,000 fee payable to Robin by River Birch if the legislation was defeated (or amended so it would not apply to River Birch's property) and an additional undivided 4% ownership interest in the landfill, contingent on whether River Birch received all the necessary permits and began operations.
With Robin's involvement, just days after the contract was signed, the bills were successfully defeated. River Birch began operating a landfill on July 1, 1999, is fully operational and is currently "making millions." River Birch paid Robin the $50,000 fee but has refused to transfer the 4% undivided interest in River Birch to Robin. This litigation followed.
Notwithstanding the undisputed facts and the clear terms and conditions of the contract, River Birch attacks the validity of the contract on three separate bases. First, it maintains the contract is null and void because Robin's failure to report its lobbying relationship with River Birch as a client constitutes a violation of the Lobbying Act, in particular, La. R.S. 24:53. River Birch alternatively maintains that the contract is void for vices of consent: fraud, misrepresentation and/or duress. Thirdly, River Birch argues that the lobbying fee negotiated in the contract is so excessive as to "shock the conscience" and should be stricken as contra bonos mores.
The district court rejected all of River Birch's arguments, found the contract was valid and ordered specific performance by River Birch's transfer to Robin of the 4% undivided interest in River Birch provided for in the contract. On appeal, River Birch claims the trial court erred in finding the contract valid and re-urges the same three arguments in support of its claim that the contract is an absolute nullity and unenforceable.
After a thorough review of the record, we are convinced that the factual findings as well as the legal conclusions reached by the trial court are supported by the evidence and the law. Accordingly, we affirm that judgment. The trial court's written reasons more than adequately discuss and resolve the issues raised in River Birch's assignments of error numbers two and three, regarding the alleged invalidity of the contract based on vices of consent and contra bonos mores. Therefore, we adopt these reasons and incorporate them into this opinion as Appendix A.
To the extent that the result reached in this case appears to overlook or even con
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