United States Court of Appeals

for the Fifth Circuit

No. 20-30555

Summary Calendar

Damain Kerek, 

Plaintiff—Appellant,

versus

Crawford Electric Supply Company, Inc., 

Defendant—Appellee.

Appeal from the United States District Court

for the Middle District of Louisiana

USDC No. 3:18-CV-76

Before Haynes, Willett, and Ho, Circuit Judges.

Per Curiam:*

Following a bench trial, the district court ruled in favor of Plaintiff 

Damain Kerek’s former employer, Crawford Electric Supply Company, Inc. 

(“Crawford”), rejecting Kerek’s claims under the Louisiana Wage Payment 

* Pursuant to 5th Circuit Rule 47.5, the court has determined that this 

opinion should not be published and is not precedent except under the limited 

circumstances set forth in 5th Circuit Rule 47.5.4.

United States Court of Appeals

Fifth Circuit

FILED

January 19, 2021

Lyle W. Cayce

Clerk

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Act, La. Stat. Ann. §§ 23:631–32. Kerek appealed.1 For the following 

reasons, we AFFIRM. 

Kerek maintains that he was wrongfully denied a bonus after he relied 

on statements by his supervisors that his branch would not be charged for the 

costs of a new product line. Kerek’s bonus depended on the minimum return 

on sales (“ROS”) for his branch. Kerek argues that his branch would have 

met the ROS threshold if Crawford had not charged his branch for the costs 

of the new product line. Under Louisiana law, a valid contract “requires 

capacity, consent, a certain object, and a lawful cause.” Landers v. Integrated 

Health Servs. of Shreveport, 903 So. 2d 609, 612 (La. Ct. App. 2005). Consent 

requires a “meeting of the minds.” Id.

After considering the evidence presented, the district court 

determined that there was no “meeting of the minds” between Kerek and 

Crawford regarding the removal of the costs of the new product line from the 

ROS calculation, and consequently dismissed Kerek’s claim. See Kerek v. 

Crawford Elec. Supply Co., Inc., No. CV 18-76-RLB, 2020 WL 4906050, at 

*7–8 (M.D. La. Aug. 20, 2020). The existence of a contract is considered a 

“finding of fact, not to be disturbed unless clearly wrong.” Landers, 903 So. 

2d at 612. Generally, “[w]e review a district court’s findings of fact for clear 

error.” Petrohawk Props., L.P. v. Chesapeake La., L.P., 689 F.3d 380, 388 (5th 

Cir. 2012); see also Woodson v. Surgitek, Inc., 57 F.3d 1406, 1416 (5th Cir. 1995)

(reviewing a district court’s finding that there had not been a “meeting of the 

minds” for clear error). On appeal, Kerek’s primary argument is that the 

district court erred in finding there was no meeting of the minds. 

1 The federal courts have diversity jurisdiction over this case under 28 U.S.C. 

§ 1332, and we have appellate jurisdiction under 28 U.S.C. § 1291. 

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In an effort to urge a legal question, as to which de novo review would 

be appropriate, Kerek urges us to consider whether a “meeting of the minds” 

requires the parties to “concur on all details of the agreement or just on the 

principal cause.” Yet, we need not decide this question because the district 

court never held that the parties needed to agree on every specific detail—

nor, for that matter, did Crawford (explicitly or implicitly) make such an 

argument. See Kerek, 2020 WL 4906050, at *7. Accordingly, Kerek’s appeal 

presents only a fact question—whether there was a “meeting of the minds”

as to the removal of costs from the ROS calculation—that we review for clear 

error. 

Kerek maintains that his supervisors “promised” him that the costs 

of the new product line (the “parallel wire program”) would not be charged 

to his branch. Crawford, in turn, argues that such a promise was never made, 

noting that Kerek “relies upon vague statements” that “f[a]ll short of rising 

to the level of a legally enforceable promise.” The district court agreed with 

Crawford, holding that the “testimony and evidence presented at trial d[id]

not . . . support a finding that the parties had a meeting of the minds” 

regarding a potential modification to Kerek’s Bonus Plan2 that would require 

Crawford to remove the costs of the new product line. Id. 

We conclude that Kerek fails to show the requisite error in the district 

court’s assessment. The evidence shows that Kerek’s supervisors discussed 

the subject with Kerek and offered generalized assurances that they would 

try to figure out a way to reallocate the expenses, but nothing required a 

conclusion that there was a “meeting of the minds” as to a legal commitment

by Crawford. See Terrebonne v. La. Ass’n of Educators, 444 So. 2d 206, 210 

2 The district court concluded that Kerek’s 2016 Bonus Plan was a “valid 

contract” and “consider[ed] whether the parties agreed to modify the terms.” Kerek, 2020 

WL 4906050, at *6. 

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(La. Ct. App. 1983) (“Unequivocal words, expressive of mere intent, do not 

make an obligation.”). In sum, the district court did not clearly err in finding 

that there was no “meeting of the minds” regarding a potential modification

to a legal contract. 

For the foregoing reasons, we AFFIRM.3

 

3 Because we affirm the district court’s finding that there was no “meeting of the 

minds,” we need not reach the other issues Kerek raised on appeal. 

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