IN THE UNITED STATES COURT OF APPEALS

FOR THE FIFTH CIRCUIT

No. 13-30294,

consolidated with Nos. 13-30721 & 13-30748

Nos. 13-30294 & 13-30721

SUNDOWN ENERGY, L.P.,

Plaintiff-Appellant,

v.

STEVEN G. HALLER; FLASH GAS & OIL SOUTHWEST, 

INCORPORATED,

Defendants-Appellees.

Consolidated with No. 13-30748

SUNDOWN ENERGY, L.P.,

Plaintiff-Appellee,

v.

STEVEN G. HALLER; FLASH GAS & OIL SOUTHWEST, 

INCORPORATED,

 Defendants-Appellants.

Appeals from the United States District Court

for the Eastern District of Louisiana

Before STEWART, Chief Judge, and DENNIS and ELROD, Circuit Judges.

CARL E. STEWART, Chief Judge:

United States Court of Appeals

Fifth Circuit

FILED

December 8, 2014

Lyle W. Cayce

Clerk
This consolidated appeal arises from a dispute between Steven G. Haller 

and Flash Gas & Oil Southwest, Inc. (collectively, “Defendants”) and Sundown 

Energy LP (“Sundown”) regarding the terms of a settlement agreement. 

Sundown sued Defendants in state and federal court, seeking a partition of 

land they co-owned, return of rental payments, and a right of way over Haller’s 

property. On the day trial was set to begin in federal court, the parties agreed 

to a settlement. Because the parties had not yet agreed on a written draft of 

the settlement, the agreement was read into the record before the district 

court. However, subsequently, the parties were unable to agree on the terms 

of the settlement. In the first appeal, No. 13-30294, Sundown challenges the 

district court’s interpretation of the settlement agreement. In the second 

appeal, No. 13-30721, Sundown contests the district court’s enforcement of the 

settlement. Lastly, in No. 13-30748, Defendants appeal the district court’s 

denial of their motion for contempt. For the reasons stated herein, we 

REVERSE in part and AFFIRM in part.

I.

Sundown owns an oil and gas production facility in Plaquemines Parish, 

Louisiana. Although Sundown could access its facility via the Mississippi 

River, it did not have a viable land route. Sundown thus sought permission 

from landowners with property between its facility and the nearest public 

highway—Louisiana Highway 39—to cross their property.1 Haller owns one 

of the tracts of land between Sundown’s facility and Highway 39 (“Haller 

Tract”). Located on the Haller Tract is a camp used by Haller and his guests 

for hunting and fishing. Levee Leisure, Inc. (“Levee Leisure”), a company 

Haller owns, possesses a surface lease on a contiguous tract of land. Flash Gas 

& Oil Southwest, Inc. (“Flash Gas”), another company owned by Haller, leased 

1 Another highway is technically closer; however, it does not present a feasible option 

for a land route.

 
No. 13-30294 cons. w/ 13-30721 & 13-30748

the Haller Tract from Haller and the surface lease from Levee Leisure. Unlike 

the majority of the landowners Sundown contacted, Haller refused to grant 

Sundown permission to cross his property.2

In 2006, Sundown entered into a lease (“Flash Lease”) with Flash Gas 

for the use of a dock facility and canal access on land allegedly owned by 

Defendants. The lease also permitted Sundown to use a road on the Haller 

Tract to reach the dock and its facility. In 2010, Haller refused to renew the 

Flash Lease.

II.

Once it became apparent that Sundown would be unable to reach an 

agreement with Haller, Sundown filed suit against Haller in federal court, 

requesting a right of passage over the Haller Tract and return of the rental 

payments it made to Flash Gas pursuant to the Flash Lease.3 Sundown 

claimed that its facility was an “enclosed estate” under Louisiana Civil Code 

article 689 and thus entitled to a right of passage. Sundown also filed suit in 

state court, seeking a partition by licitation of land co-owned by Haller and 

Sundown.

In federal court, Defendants filed a motion to dismiss Sundown’s suit, 

which the district court denied, and Sundown filed a motion for summary 

judgment, which the district court granted in part. The court found that 

Sundown’s facility was an enclosed estate but that there were genuine issues 

of material facts precluding summary judgment on, inter alia, the location of 

the right of way for Sundown. Defendants later filed a motion for summary 

judgment regarding Sundown’s claim for return of rental payments. The 

2 Initially, one other landowner refused to permit Sundown to cross; however; that 

landowner agreed to a settlement with Sundown.

3 Sundown alleges that it discovered that neither Flash Gas nor Haller owned the 

property subject to the Flash Lease.

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No. 13-30294 cons. w/ 13-30721 & 13-30748

district court granted the motion, holding that Sundown could not recover its 

rental payments because it had undisturbed possession of the land. Before a 

trial was held, however, the parties agreed to a settlement resolving both the 

federal suit and state suit.

The parties read the terms of the settlement agreement to the district 

court. They agreed on the location for the route Sundown would use to access 

its facility. Sundown was entitled to use this route regardless of which party 

owned the land in dispute. Sundown was also granted a temporary right of 

way by Haller to access the dock. In addition, Sundown would obtain bids for 

the cost of building the road to its facility.4 Moreover, Haller agreed to not 

object to Sundown’s acquisition of any permits or approvals necessary for 

construction. The parties also agreed to participate in an auction for “the 

other’s co-ownership interest in Tracts 1 and 2 with the high bidder paying its 

bid price to purchase the other’s interest in both tracts.” If Sundown had the 

winning bid, it would grant a ninety-nine year recreational lease to Haller. 

The parties agreed to dismiss the federal and state suits and pay their 

respective costs. The parties’ attempts to formulate a written contract 

memorializing the terms of their agreement were unsuccessful. Subsequently, 

both parties filed cross-motions for enforcement of the settlement agreement, 

urging the district court to adopt their respective interpretations of the 

settlement.

The district court therefore interpreted the provisions of the settlement 

read into the record and filled in the gaps necessary for enforcement of the 

settlement. Because the settlement agreement did not specify how the auction 

proceeds were to be disbursed, the district court held that the magistrate judge 

4 Depending on the route and cost of building the road, Haller would pay Sundown a 

portion of the cost.

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No. 13-30294 cons. w/ 13-30721 & 13-30748

(“MJ”) would have discretion to resolve that issue. However, the court noted 

its preference that the MJ use the approach advocated by Haller if the parties 

did not dispute their respective ownership interests—that is, the winning 

bidder would pay the portion of the bid corresponding to the party’s ownership 

interest in the auctioned property. As for the duration of the right of way, the

court noted that the agreement described it as temporary and thus imposed 

what it considered to be a reasonable period of time—nine months.5

The district court also held that, if it was the losing bidder, Sundown 

would no longer be entitled to use the dock facility. The court was persuaded 

by “the absence of any provisions in the settlement agreement addressing 

Sundown’s lease of the dock in the event it is not the high bidder.”6 In addition, 

the court held that Haller was entitled to hunt and “store fuel on the property 

subject to the recreational lease.” After noting that recreational leases in 

Louisiana usually permit lessors “to lease the property for oil, gas, and mineral 

exploration,” the court held that Sundown had that right subject to the 

following conditions: 1) it must try to use directional drilling; 2) if directional 

drilling is not feasible, then the parties must submit to arbitration; and 3) 

Sundown must give Haller notice when it desires to use the property for 

mineral, gas, or oil exploration purposes. Additionally, the court held that 

Haller must pay his portion of the construction costs within ten days of 

receiving a bill for the construction from Sundown.

The district court then instructed the MJ to conduct the auction.7 The 

MJ conducted the auction, and Haller submitted the highest bid—$1.5 million. 

Thereafter, the district court, adopting the MJ’s recommendation, ordered 

5 The court noted, however, that this time could be changed if Sundown experienced 

construction delays that were beyond its control.

6 Conversely, the settlement agreement stated that Sundown would have access to the 

dock facility if it was the high bidder.

7 Sundown appealed this ruling, but the appeal was dismissed as premature.

5

 
No. 13-30294 cons. w/ 13-30721 & 13-30748

Sundown to sell its ownership interest in the auctioned land to Haller. 

Sundown timely appealed.

After the district court approved the auction, Sundown refused to 

consummate the sale of the auctioned land. Defendants proceeded to file a 

motion for enforcement of judgment, which the district court granted. 

Sundown timely appealed the court’s judgment. In its order enforcing the 

parties’ settlement agreement, the district court held, inter alia, that “if the 

platform, lights, and other structures are incorporated into the tract of land, 

i.e., attached to the property by any means, th[e]n those items are component 

parts of the land and therefore immovable and are not subject to removal, 

except by the owner of the property.” 

Meanwhile, Sundown removed the loading platform located on the 

auctioned land. Defendants filed a motion for contempt, alleging that 

Sundown was not entitled to remove the platform. After holding an 

evidentiary hearing, the district court denied the motion. The district court 

reasoned that the platform constituted movable property, Sundown retained 

title to the platform, and the Flash Lease was invalid. Defendants timely 

appealed.

We will first address Sundown’s appeal of the district court’s 

interpretation of the settlement agreement and then proceed to the district 

court’s enforcement of the settlement agreement. Lastly, we will turn to 

Defendants’ appeal of the district court’s denial of their motion for contempt.

III.

A.

“Although federal courts possess the inherent power to enforce 

agreements entered into in settlement of litigation, the construction and 

enforcement of settlement agreements is governed by the principles of state 

law applicable to contracts generally.” E. Energy, Inc. v. Unico Oil & Gas, Inc., 

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No. 13-30294 cons. w/ 13-30721 & 13-30748

861 F.2d 1379, 1380 (5th Cir. 1988) (citations and internal quotation marks 

omitted). We therefore apply Louisiana law to interpret the settlement 

agreement.

The parties dispute the proper standard of review. Sundown argues that 

the de novo standard applies because settlement agreements are interpreted 

like contracts and Louisiana law considers issues of contract interpretation 

and any corresponding ambiguity to be questions of law. Sundown 

acknowledges that the clear error standard would apply if the district court 

found the settlement agreement to be ambiguous but argues that the clear 

error standard is inapplicable because there is no ambiguity. Conversely, 

Defendants argue that the manifest error standard applies because the district 

court’s decision concerned the validity and extent of the parties’ settlement 

agreement. The manifest error standard is also applicable, Defendants 

contend, because the settlement agreement was ambiguous.

“Of course, we, not the parties, determine our standard of review.” See 

United States v. Clark, 89 F. App’x 453, 456 (5th Cir. 2004) (per curiam) 

(unpublished) (citing United States v. Herrera, 313 F.3d 882, 885 n.* (5th Cir. 

2002) (en banc)). That said, the existence and validity of the settlement 

agreement are not at issue. Instead, the parties dispute the terms of the 

settlement. Whether the settlement agreement is ambiguous is a legal 

question. See Kenner Fire Fighters Ass’n Local No. 1427 v. City of Kenner, 09-

129, p. 5 (La. App. 5 Cir. 9/29/09); 25 So. 3d 147, 150. The district court’s 

factual findings “are not to be disturbed unless manifest error is shown.” Id.

(citation omitted); see also Gebreyesus v. F.C. Schaffer & Assocs., 204 F.3d 639, 

642 (5th Cir. 2000).

B.

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No. 13-30294 cons. w/ 13-30721 & 13-30748

Contracts are interpreted based on the parties’ intent. Prejean v. 

Guillory, 2010-0740, p. 6 (La. 7/2/10); 38 So. 3d 274, 279. “The reasonable 

intention of the parties to a contract is to be sought by examining the words of 

the contract itself, and not assumed.” Id. at 279. If the contract is 

unambiguous and does not have absurd consequences, we apply the ordinary 

meaning of the contractual language. Id. Moreover, we may not ignore an 

unambiguous contractual provision simply because, in our view, it does not 

align with the parties’ intent. Id. Rather, we must interpret “[e]ach provision 

in a contract . . . 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. If the 

contract is ambiguous, however, we may resort to parol evidence to interpret 

the contract. Doyal v. Pickett, 628 So. 2d 184, 187 (La. Ct. App. 2d Cir. 1993). 

“Any doubtful provisions must be interpreted in light of the nature of the 

contract, equity, usages, the conduct of the parties before and after the 

formation of the contract, and other contracts of a like nature between the 

same parties.” Id.

C.

On appeal, both parties advance conflicting interpretations of the 

settlement agreement. Indeed, their disagreement is such that it calls into 

question the validity of the settlement agreement. See Crawford v. United 

Serv. Auto. Ass’n, 2003-2117, p. 5 (La. App. 1 Cir. 3/24/05); 899 So. 2d 668, 671 

(“A compromise is valid only if there is a meeting of minds between the parties 

as to exactly what they intended at the time the compromise was reached.”). 

Nonetheless, upon reviewing the record, we are convinced that the parties 

agreed to a settlement, albeit not the version ultimately enforced by the district 

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No. 13-30294 cons. w/ 13-30721 & 13-30748

court.8 See Klebanoff v. Haberle, 43, 102, p. 11 (La. App. 2 Cir. 3/19/08); 978 

So. 2d 598, 604 (noting that disagreement over “incidental matters” does not 

preclude a finding that the parties entered into a compromise).

Although Sundown raises a number of arguments contesting the district 

court’s interpretation of the settlement agreement, Sundown’s arguments 

largely revolve around two alleged errors. First, Sundown contends that the 

district court erred by ignoring the clear and unambiguous terms of the 

settlement agreement. Second, Sundown argues that the district court’s 

interpretation contravened the parties’ intent. We agree that the version of 

the settlement interpreted by the district court conflicts with the terms read 

into the record by the parties.

Because the terms of the settlement agreement are controlled by the 

parties’ intent, see Prejean, 38 So. 3d at 279, we will first examine the 

agreement read into the record. It is clear that the parties agreed on the route 

Sundown would use to access its facility. Sundown was to use this path to 

access the dock as well if it acquired the auctioned property. The parties also 

specified alternative routes for Sundown depending on whether Sundown 

would need a permit before beginning construction on the road. Haller agreed 

to not impede Sundown’s ability to acquire any permits necessary to fulfill the 

settlement. In addition, the parties stated that Sundown would begin 

construction as soon as some preliminary matters were handled. Sundown was 

also obligated to get at least two separate bids for the different routes. 

Depending on the route selected, Haller agreed to pay Sundown a portion of 

the cost.

8 Several times during their recitation of the settlement agreement, the parties 

repeatedly stated that they had reached a settlement.

9

 
No. 13-30294 cons. w/ 13-30721 & 13-30748

The parties agreed that they “would bid against each other in a 

mandatory buy/sell to purchase the other’s co-ownership interest in [the 

auctioned property] with the high bidder paying its bid price to purchase the 

other’s interest in both tracts.” This auction was to occur within thirty days of 

the parties executing the settlement documents. Although the parties had not 

agreed on all of the details of the auction, they agreed that the “mandatory 

buy/sell” would operate like an open auction and the high bidder would own 

the land. If Haller won the auction, Sundown agreed to use a right-of-way to 

reach its facility and would not own the dock. Conversely, if Sundown was the 

highest bidder, it would use the agreed-to-route to access its facility and the 

dock. In addition, Sundown would give Haller a ninety-nine year recreational 

lease for a specified area. Lastly, the parties agreed to dismiss the state suit 

and other pending claims and pay their respective costs. 

Here, the district court erred by imposing several terms which either 

conflicted with or added to the agreement read into the record by the parties. 

Although the parties gave the district court the authority to enforce and 

interpret the settlement agreement, the district court did not have the power 

to change the terms of the settlement agreed to by the parties. In addition to 

the above terms, the district court imposed a nine-month time limit on 

Sundown’s use of the right-of-way9 and gave Haller the right to review 

estimates for the costs of the road to be constructed by Sundown. The district 

court also mandated that Haller pay his portion of the construction costs within 

ten days of receiving the bill. As for the auction, the district court stated that 

the highest bidder would pay the other party the amount of the bid price 

corresponding to the party’s ownership interest. Moreover, the district court 

9 If Sundown needed additional time and was not at fault for the delay in the 

construction, the district court held that Sundown could petition the court for additional time.

10

 
No. 13-30294 cons. w/ 13-30721 & 13-30748

found that Haller’s ninety-nine year recreational lease encompassed the right 

to hunt and store fuel on the property and that Sundown would retain the right 

to lease the property for oil, gas, and mineral exploration with some 

restrictions.

Although the district court did an admirable job of resolving the disputes 

between the parties, the court overstepped its authority when it added 

provisions to the settlement agreement. See Prejean, 38 So. 3d at 279 

(“Accordingly, when a clause in a contract is clear and unambiguous, the letter 

of that clause should not be disregarded under the pretext of pursuing its spirit 

. . . .”). “A compromise settles only those differences that the parties clearly 

intended to settle . . . .” Klebanoff, 978 So. 2d at 605. When limited to the terms 

recited to the district court, it is apparent that the settlement agreement does 

not resolve every dispute which could potentially arise. However, that is not 

required. See Walk Haydel & Assocs. v. Coastal Power Production Co., 98-0193, 

p. 4 (La. App. 4 Cir. 9/30/98); 720 So. 2d 372, 374 (noting that a settlement 

agreement is enforceable although it “may encompass less than all the issues 

between the parties”). Accordingly, we hold that the district court erred when 

it interpreted the settlement agreement to include those items not mentioned 

during the parties’ oral recitation of the settlement agreement. The district 

court should have found the settlement agreement to encompass only those 

matters expressly stated by the parties.

IV.

A.

Sundown’s arguments challenging the district court’s enforcement of the 

settlement agreement mirror its arguments regarding the district court’s 

interpretation of the agreement. Essentially, Sundown argues that the district 

court abused its discretion by enforcing a settlement agreement that did not 

conform to the parties’ agreement. 

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No. 13-30294 cons. w/ 13-30721 & 13-30748

B.

We review a district court’s decision to enforce a settlement agreement 

for an abuse of discretion. Quesada v. Napolitano, 701 F.3d 1080, 1083 (5th 

Cir. 2012). “A district court abuses its discretion if it (1) relies on clearly 

erroneous factual findings; (2) relies on erroneous conclusions of law; or (3) 

misapplies the law to the facts.” Del Bosque v. AT&T Adver., LP, 441 F. App’x 

258, 260 (5th Cir. 2011) (unpublished) (per curiam) (citation and internal 

quotation marks omitted). Any factual determinations the district court makes 

when deciding whether to enforce a settlement agreement are subject to the 

clear error standard. Deville v. U.S. ex rel. Dep’t of Veterans Affairs, 202 F. 

App’x 761, 762 (5th Cir. 2006) (unpublished) (per curiam).

C.

As we stated earlier, the district court erred in its interpretation of the 

parties’ settlement agreement. The district court thus enforced a settlement 

agreement which differed from the actual agreement read into the record by 

the parties. We therefore hold that the district court abused its discretion 

when it enforced the settlement agreement. See Middlebrooks v. Int’l Indem.,

95-1364, p. 8 (La. App. 3 Cir. 3/6/96); 670 So. 2d 740, 744 (holding that trial 

court erred when it imposed a requirement on a party not aligning with the 

settlement agreement).

V.

A.

Lastly, Defendants challenge the district court’s denial of their motion 

for contempt. In its order enforcing the parties’ settlement agreement, the 

district court held, inter alia, that “if the platform, lights, and other structures 

are incorporated into the tract of land, i.e., attached to the property by any 

means, th[e]n those items are component parts of the land and therefore 

immovable and are not subject to removal, except by the owner of the 

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No. 13-30294 cons. w/ 13-30721 & 13-30748

property.” Relying on testimony by Mr. McGuire, the vice-president and 

general counsel for Sundown, the district court found that the “platform was 

simply placed over two pilings and could be removed by lifting the pilings.” 

The court also found that “[t]he pediments or pedestals simply rested on the 

ground and did make a hole but there were no steel pilings.” Moreover, the 

court held that Sundown retained title to the platform and the Flash Lease 

was invalid.10

Defendants claim that because the platform was immovable, Sundown 

violated the district court’s order when it removed the loading platform from 

the dock. Defendants also argue that Sundown no longer possessed a right to 

the loading platform under the Flash Lease. In addition, the district court 

erred, Defendants contend, by holding that they lacked title to the loading 

platform and that the Flash Lease was invalid. Defendants allege that these 

rulings contradicted the district court’s prior finding that the lease was binding 

irrespective of whether Defendants had title to the property. Defendants also 

argue that Sundown’s status as a co-owner of the disputed land did not give it 

permission to remove the platform.

B.

A district court’s decision to deny a motion for contempt is reviewed for 

abuse of discretion. Piggly Wiggly Clarksville, Inc. v. Mrs. Baird’s Bakeries, 

177 F.3d 380, 382 (5th Cir. 1999). We review the district court’s factual 

findings for clear error and its legal conclusions de novo. Am. Airlines, Inc. v. 

Allied Pilots Ass’n, 228 F.3d 574, 578 (5th Cir. 2000). The classification of an 

10 Under the Flash Lease, Defendants had sixty days to remove their possessions from 

the leased property before it became the property of the lessor, Flash Gas. Haller argued 

below that this sixty-day time period had expired and Sundown was thus prohibited from 

removing the platform under the lease.

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No. 13-30294 cons. w/ 13-30721 & 13-30748

item as movable or immovable is reviewed de novo. Bayou Fleet P’ship v. Dravo 

Basic Materials Co., 106 F.3d 691, 693 (5th Cir. 1997).

C.

To establish civil contempt, the moving party must prove by clear and 

convincing evidence that a party violated “a definite and specific order of the 

court requiring him to perform or refrain from performing a particular act or 

acts with knowledge of the court’s order.” Travelhost, Inc. v. Blandford, 68 

F.3d 958, 961 (5th Cir. 1995) (citation and internal quotation marks omitted). 

The moving party has presented sufficient evidence if it “produces in the mind 

of the trier of fact a firm belief or conviction . . . so clear, direct and weighty 

and convincing as to enable the fact finder to come to a clear conviction, without 

hesitancy, of the truth of precise facts of the case.” Hornbeck Offshore Servs. 

v. Salazar, 713 F.3d 787, 792 (5th Cir. 2013) (citation and internal quotation 

marks omitted).

“Tracts of land, with their component parts, are immovables.” La. Civ. 

Code art. 462. Under Louisiana Civil Code article 463, “Buildings, other 

constructions permanently attached to the ground, standing timber, and 

unharvested crops or ungathered fruits of trees, are component parts of a tract 

of land when they belong to the owner of the ground.” When determining 

whether an item falls within the scope of article 463, “Louisiana courts 

generally rely on three criteria: the size of the structure, the degree of its 

integration or attachment to the soil, and its permanency.” Bayou Fleet P’ship, 

106 F.3d at 693–94.

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No. 13-30294 cons. w/ 13-30721 & 13-30748

D.

As an initial matter, we disagree with Sundown’s argument that

Defendants’ notice of appeal is insufficient. In the notice, Defendants 

challenge the district court’s denial of their motion for contempt.11

We hold that the district court correctly denied Defendants’ motion for 

contempt. Sundown only violated the district court’s order if the loading 

platform was immovable. For example, in Bayou Fleet Partnership, we found 

that a limestone working base was immovable property under Article 463. 106 

F.3d at 694. The base was “massive in size” and had been undisturbed for a 

significant period of time. Id. Moreover, the base was sufficiently attached to 

the property because it “actually formed the surface level of the property” and 

heavy machinery was required to dig the base out of the ground. Id.; see also 

Smith v. Arcadian Corp., 95-87, p. 6 (La. App. 3 Cir. 5/31/95); 657 So. 2d 464,

467 (finding that a reactor was immovable when it was attached to the land 

with concrete, connected to other equipment with pipes, and attached to a 

building with steel). Conversely, stockpiles of limestone were movable 

property despite their massive size because they lacked sufficient attachment 

and permanence. Bayou Fleet P’ship, 106 F.3d at 694.

The district court correctly found that the loading platform at issue is 

not immovable. Although the platform is substantial in size and was only 

moved after litigation commenced between the parties, the platform was not 

permanently attached to the property. Rather, it “was simply placed over two 

pilings.” Moreover, Sundown was able to remove it by lifting the platform from 

the pilings. In fact, the platform did not lose any of its utility after Sundown

11 Sundown also alleges that Defendants failed to argue below that the Flash Lease 

prohibited the removal of the loading platform. To the extent that Sundown is attempting to 

make a waiver argument, we are not persuaded. Defendants raised the issue of the Flash 

Lease to the district court and, thus, preserved their argument on appeal.

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No. 13-30294 cons. w/ 13-30721 & 13-30748

moved it; Sundown used the platform at another location. The pilings were 

dug into the ground; however, that fact does not demonstrate sufficient 

attachment to classify the platform as immovable. Ultimately, Defendants 

have failed to demonstrate that the district court clearly erred in its factual 

findings.

Contrary to Defendants’ argument otherwise, the district court’s denial 

of the motion for contempt did not contradict an earlier ruling. The district 

court’s earlier ruling did not state that the Flash Lease was valid. Rather, the 

district court merely stated that, under Louisiana law, Sundown could not 

recover the rent it paid under the lease regardless of whether Defendants 

actually owned the leased property. This ruling hinged on Sundown’s 

uninterrupted possession of the leased property, not the validity of the lease.

VI.

For the above-stated reasons, we REVERSE in part and AFFIRM in part 

the judgment of the district court.

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No. 13-30294 cons. w/13-30721 & 13-30748

JAMES L. DENNIS, Circuit Judge, concurring in part, dissenting in part:

I respectfully concur in part in, and dissent in part from, the majority 

opinion. 

Like the majority, I conclude that the parties entered into a valid 

settlement and compromise, but I disagree with the majority’s conclusion that 

the district court erred in interpreting and enforcing the parties’ agreement 

with respect to the partition of the lands that they co-owned. 

In my view, the district court ultimately and correctly concluded that the 

parties entered a compromise in open court by which they agreed to partition 

Tracts 1 and 2, which they owned in indivision, by sale to the highest bidder 

at a nonpublic auction between only the co-owners. The parties thereby 

implicitly agreed that the sale proceeds would be divided between the coowners in proportion to their shares, consistent with a partition by licitation 

provided for by Louisiana Civil Code article 811.1

The parties’ conduct and the very language of their compromise reveal 

that they intended to conduct the auction and distribute the proceeds of the 

sale as ordered by the district court. Before their compromise, Sundown was 

suing Haller for a partition by licitation of Tract 1 in state court because

Sundown believed that Tract 1 was not susceptible to partition “in kind.” The 

parties’ compromise recited in open court expressly contained all of the 

elements of a partition by licitation of Tracts 1 and 2 as provided for by La. 

Civ. Code art. 811, except for the proviso that “the proceeds shall be distributed 

1 See La. Civ. Code art. 811, Revision comment (b): “Partition by licitation is a sale of 

a thing held in indivision, with the proceeds of the sale divided among the co-owners in 

proportion to their shares. If the sale of the thing to a third person is excluded by previous 

agreement, an auction is conducted among the co-owners.”

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No. 13-30294 cons. w/13-30721 & 13-30748

to the co-owners in proportion to their shares.” However, the parties did not 

explicitly state how the proceeds would be divided or that they would not be 

divided proportionately as per La. Civ. Code art. 811. Subsequently, the 

parties participated in an auction between themselves, and they expressed at 

the auction their mutual understanding that (1) their co-ownership of Tracts 1 

and 2 was divided as follows: Haller 57% and Sundown 43%; (2) they were 

bidding on the total purchase price to be paid in; and (3) the highest bid amount 

would be distributed according to the proportionate share owned by each coowner.

Furthermore, Sundown does not anywhere in its briefs set forth or 

explain any other reasonable interpretation of the parties’ compromise that 

they recited in open court and that they carried out by their conduct towards 

each other at the auction. Sundown seems to suggest that the parties agreed 

to a different auction scenario by which each party would bid only for the other 

party’s interest in the two tracts. Even if each party had tried to restrict its 

bid to what it would pay for the other party’s interest, however, each bid would 

have had to be translated into the total purchase price for the entirety of the 

two tracts in order to determine who had made the highest bid at the end of 

the auction, and to give the winning bidder credit for the value of the 

percentage of the property it already owned. Conducting the auction in the 

roundabout fashion suggested by Sundown therefore would not have changed 

the result.2 The way the parties and the magistrate judge proceeded by having 

2 As the magistrate judge explained, there was no other logical, reasonable way to 

distribute the proceeds than to distribute based on the undisputed percentage ownership 

interests. Any other distribution scheme would “alter[] Haller’s substantive property rights 

by effectively pretending that he never had an ownership interest in the two tracts at 

all. . . . Were a third party to have purchased the two tracts, Haller would be entitled to 

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each party submit its bid in turn as a person bidding on the total purchase 

price of the two tracts was consistent with the Civil Code and a reasonable 

interpretation of what the parties recited in open court in their compromise 

and carried out in their conduct at the auction. Therefore, I have difficulty in 

finding any persuasiveness in Sundown’s argument that the parties agreed to 

something different from what amounts to a partition by licitation as defined 

by La. Civil Code art. 811 rev. cmt. (b). 

Under the undisputed facts and circumstances here, applying the 

appropriate Civil Code principles, I see no legal error in the manner in which 

the district court conducted the auction or enforced its result. La. Civil Code 

art. 1768 provides: “Conditions may be either expressed in a stipulation or 

implied by the law, the nature of the contract, or the intent of the parties.” The 

district court, like a Louisiana court that applies the Civil Code concepts and 

rules by second nature in interpreting parties’ contracts, correctly found that 

the parties here who agreed to a compromise settling a lawsuit that sought a 

partition by licitation of Tract 1,3 by holding a non-judicial auction of Tracts 1 

and 2 between themselves and excluding third persons, implicitly intended—

by the nature of the compromise and its close resemblance to a partition by 

licitation—that the proceeds of the sale would be divided among the co-owners 

in proportion to their shares. 

57.7% of the sale amount. That percentage of ownership does not change simply because the 

only two bidders at the auction for the property were the parties to th[e] lawsuit.” 

3 If Sundown had succeeded in its state court suit, Tract 1 would have been partitioned 

by licitation; that is, it would have been sold by public auction to the highest bidder, with the 

proceeds divided between the co-owners, Sundown and Haller, in proportion to their shares. 

See La. Civ. Code art. 811, Revision Comment (b). 

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Because an extrajudicial or non-judicial partition agreement is a 

nominate contract,4 it is subject to those special provisions in the Civil Code on 

the contract of partition. See La. Civ. Code art. 1916; Andrea Carroll and 

Richard D. Moreno, 16 La. Civ. L. Treatise, Matrimonial Regimes § 7:22 (3d 

ed. 2013). Such special provisions that apply to partitions include, for example, 

La. Civ. Code art. 811, instructing that the proceeds of a partition by licitation 

or private sale shall be distributed to the co-owners in proportion to their 

shares. Although under the Louisiana Civil Code, “parties are free to contract 

for any object that is lawful, possible, and determined or determinable,” La. 

Civ. Code. art. 1971, here there is no genuine evidence that the parties 

intended for the proceeds of the partition sale by non-judicial auction, between 

the co-owners and excluding third persons, to be divided among the co-owners 

in any way other than in proportion to each co-owner’s share, so the rule

provided for in a partition by licitation under La. Civ. Code art. 811 controls. 

Furthermore, even if we were to conclude that the compromise 

entered by Sundown and Haller did not implicitly call for the auction sale 

proceeds to be divided between them in proportion to each co-owner’s share, 

that open or doubtful provision should be interpreted as provided for by the 

Civil Code in such a situation. La. Civ. Code art. 2053 provides: “A doubtful 

provision must be interpreted in light of the nature of the contract, equity, 

usages, the conduct of the parties before and after the formation of the contract, 

and of other contracts of a like nature between the same parties.” Article 2054 

provides: “When the parties made no provision for a particular situation, it 

4 “Nominate contracts are those given a special designation such as sale, lease, loan, 

or insurance.” La. Civ. Code Ann. art. 1914.

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must be assumed that they intended to bind themselves not only to the express 

provisions of the contract, but also to whatever the law, equity, or usage 

regards as implied in a contract of that kind or necessary for the contract to 

achieve its purpose.” Article 2055 provides: “Equity, as intended in the 

preceding articles, is based on the principles that no one is allowed to take 

unfair advantage of another and that no one is allowed to enrich himself 

unjustly at the expense of another. Usage, as intended in the preceding 

articles, is a practice regularly observed in affairs of a nature identical or 

similar to the object of a contract subject to interpretation.” Applying these 

articles here, a Louisiana court would conclude that the express provisions of 

the settlement agreement and the law, equity, and usage in an agreement of 

this kind implies, and is necessary for the agreement to achieve its purpose,

that the proceeds of the sale should be divided between the parties according 

to their respective co-ownership shares.

Although the district court may have erred in initially giving the

magistrate judge a choice as to how to proceed with the auction, the magistrate 

judge, and ultimately the district court, correctly perceived and followed the 

intention of the parties and applied the legally correct interpretation of 

Louisiana law in the auction, partition, sale, and division of the sale proceeds 

so that any error in respect to those matters was harmless. Consequently, I 

would affirm the district court’s judgment ordering Sundown to transfer its 

interest in Tracts 1 and 2 to Haller upon distribution of the net sale proceeds 

due Sundown for its proportionate share in the co-owned properties. Because 

Haller is entitled to acquire full ownership of the co-owned properties 

upon making the payment due, the issues with respect to Haller’s 99 year 

recreational lease and Sundown’s mineral rights on those properties appear to 

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be moot, but in an abundance of precaution I would remand them for further 

consideration by the district court.

 On the other hand, I agree with and concur in other parts of the 

majority opinion, viz., its affirmance of the district court’s denial of the 

Defendants’ motion to hold Sundown in contempt; its interpretation and 

declaration of the parties’ agreement with respect to the right of way and road 

construction giving Sundown access to its property; and its vacating of the 

district court’s imposition of terms as to a nine-month time limit on Sundown’s 

use of a temporary right of way during road construction, Haller’s right to 

review road construction cost estimates, and the requirement that Haller pay 

his portion of construction costs within ten days of receiving the bill. 

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