United States District Court, S.D. Mississippi, Southern Division
MARVIN SERNA, JR. PLAINTIFF
GCSG HOLDINGS, LLC; GULF COAST SHIPYARD GROUP, INC.; and JOHN DOES 1-5 DEFENDANTS
ORDER REGARDING MOTIONS FOR SUMMARY JUDGMENT
GUIROLA, JR.UNITED STATES DISTRICT JUDGE.
THE COURT are cross-motions for summary judgment filed by the
parties in this breach of employment contract case.
Additionally, Plaintiff Serna has filed two motions to strike
certain documents attached as exhibits to Defendant GCSG
Holdings, LLC's summary judgment motion. Each motion has
been fully briefed. The Court concludes that Defendant GCSG
Holdings, LLC terminated Serna without “Good
Cause” as defined in the employment contract because it
did not provide written notice. In reaching this conclusion,
it was not necessary to consider most of the evidence
objected to by Serna in his motions to strike. However, the
Court did refer to the affidavit of Dina Galiano in examining
the issue of unpaid vacation pay. Serna's objections to
Galiano's affidavit have been considered and rejected.
Accordingly, Serna's  Motion for Summary Judgment
will be granted in part and denied in part, and his [117,
123] Motions to Strike will be denied. Defendant GCSG
Holdings, LLC's  Motion for Summary Judgment will be
case was removed from state court on the basis of diversity
jurisdiction.Plaintiff Serna entered into a contract
with GCSG Holdings, LLC (“GCSG”) to provide
services as Gulf Coast Shipyard Group, Inc's Chief
Operating Officer. However, the contract was terminated early
for reasons that GCSG contends constituted good cause,
thereby relieving it from any further obligation to Serna.
Serna objects to that characterization and seeks the
severance package for early termination without cause
promised in the contract. His claims are for breach of
contract, breach of duty of good faith and fair dealing, and
bad faith breach of contract. The parties agree that
Louisiana law applies to these claims because of the
contract's choice of law provision.
grounds for summary judgment are that it terminated Serna for
good cause, and so Serna was not entitled to severance or
benefits. GCSG argues that because Serna was terminated for
“good cause, ” it did not breach the employment
contract or its duty of good faith and fair dealing, or act
in bad faith.
argues the opposite - that he was not terminated with
“good cause.” He contends 1) he was not given the
written notice required; and 2) there is no evidence he had
any performance issues before termination. Additionally,
Serna argues that he has not been paid for accrued vacation
time, even though GCSG agreed he was owed this benefit at the
time of termination.
Breach of Contract
In Louisiana, a breach-of-contract claim has three essential
elements: (1) the obligor's undertaking an obligation to
perform, (2) the obligor failed to perform the obligation
(the breach), and (3) the failure to perform resulted in
damages to the obligee. The first two elements of a
breach-of-contract claim, obligation and breach, involve
issues of both contractual interpretation as a matter of law,
as well as questions of fact regarding whether the actions of
the parties actually constituted the alleged breach under the
applicable contractual terms. The third element, damages, is
a question of fact.
IberiaBank v. Broussard, 907 F.3d 826, 835 (5th Cir.
2018) (citations and internal marks omitted). The burden of
proof in an action for breach of contract is on the party
claiming rights under the contract. Green Acres Landscape
& Maintenance, LLC v. Nottoway Plantation,
Inc., 2018-0825, p.4 (La.App. 1 Cir. 1/9/19); 2019 WL
13981, at *2.
of the contract will often be necessary to determine whether
there has been a breach.” Tabor v. Madison Par.
Hosp. Serv. Dist., No. CV 14-2374, 2017 WL 2569525, at
*5 (W.D. La. June 13, 2017). “The goal of contract
interpretation is to discover the common intent of the
parties.” Id. (citing La. Civ.Code art. 2045).
The contract language is the starting point for determining
common intent. Id. (citing Six Flags, Inc. v.
Westchester Surplus Lines Ins. Co., 565 F.3d 948, 954
(5th Cir. 2009)). “The words of a contract must be
given their generally prevailing meaning.” Id.
(citing La. Civ. Code art. 2047). “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.” Id. (citing La.
Civ. Code art. 2048).
parties' contract provides that termination for good
cause “will relieve the Company of any further
liability for payment of salary, commissions and/or bonuses
under this Agreement save that which was earned prior to the
date of the termination.” (Def. Mot. Ex. A, at 4, ECF
No. 108-1.) The provision at the center of the parties'
dispute begins with the sentence “This Agreement may be
terminated by the Company at any time for good cause.”
The next sentence defines good cause:
“Good Cause” is defined herein as:
(1) If Employee should breach any of the provisions of this
Agreement, then immediately upon written ...