Full Opinion

FOR IMMEDIATE NEWS RELEASE NEWS RELEASE #051 FROM: CLERK OF SUPREME COURT OF LOUISIANA The Opinions handed down on the 30th day of October, 2026 are as follows: PER CURIAM: 2025-C-01630 THE GUIDE COMPANY, LLC VS. MADISON PARISH HOSPITAL SERVICE DISTRICT D/B/A MADISON PARISH HOSPITAL (Parish of Madison) REVERSED. SEE PER CURIAM. Weimer, C.J., dissents in part for the reasons assigned by Justice Griffin. Griffin, J., dissents in part and assigns reasons. Guidry, J., dissents. SUPREME COURT OF LOUISIANA No. 2025-C-01630 THE GUIDE COMPANY, LLC VS. MADISON PARISH HOSPITAL SERVICE DISTRICT D/B/A MADISON PARISH HOSPITAL On Writ of Certiorari to the Court of Appeal, Second Circuit, Parish of Madison PER CURIAM We granted certiorari in this matter to address whether the court of appeal erred in reversing the district court’s factual finding that a valid contract existed between the parties. For the reasons that follow, we reverse the judgment of the court of appeal and reinstate the judgment of the district court subject to an amendment to reduce the amount of damages awarded. UNDERLYING FACTS AND PROCEDURAL HISTORY After nearing bankruptcy, the Madison Parish Hospital Service District (“Hospital”) appointed Dr. Theodore Topolewski as its chief executive officer to address its financial condition. In 2019, Dr. Topolewski met Albert Paxton, Jr., an employee of the Guide Company, LLC (“Guide”).1 Mr. Paxton presented himself as a “government consultant” who could assist the Hospital with governmental and public relations. On April 1, 2019, Dr. Topolewski, on behalf of the Hospital, and Mr. Paxton, on behalf of Guide, executed a “Consulting Services Agreement Between Madison Parish Hospital and The Guide Company LLC.” The agreement authorized Guide to perform certain services for the Hospital.2 As compensation, the Hospital agreed to 1 Guide is owned by Mr. Paxton’s wife and is basically a vehicle for Mr. Paxton to provide consulting services. 2 Specifically, the agreement defined Guide’s scope of services as follows: (continued…) pay Guide $6,000 per month (later increased to $7,000), which Guide would bill with monthly invoices.3 The agreement further provided, “[t]his agreement can be terminated by either party with 60 days written notice.”4 Three years later, in October 2022, the Hospital terminated Dr. Topolewski. Shortly before his termination, Dr. Topolewski authorized pre-payment of Guide’s November 2022 invoice. Mr. Paxton, through Guide, continued to submit invoices for his services for several more months, but did not receive further compensation after the November payment. On January 24, 2023, the Hospital sent Guide a letter advising that it would not authorize payment of the outstanding invoices, claiming the agreement violated state law,5 but granted Guide ten days to prove a valid agreement existed and to Monitoring and researching any governmental or public relations issues which might affect the Hospital and its planning.... Keeping the Hospital informed and advising the Hospital relative to any such governmental or public relations issues. Representing the Hospital in discussions with any appropriate individual government official or officials as well as any government entity or any public interest or citizen group which might wish to discuss issues relative to the Hospital and its planning. Specific examples of the above mentioned are State Bond Commission, Capital Grant requests, Hospital State Legislator, Hospital State Senator, State Department of Health, and State Fire Marshall regarding licensure of new hospital. Such other services as the Hospital’s CEO may determine are necessary for the implementation of the hospital’s objectives. 3 The agreement also provided that the Hospital would reimburse Guide for out of pocket expenses upon the submission of an itemized statement but was otherwise silent as to itemization: In addition, the Hospital will reimburse Guide for the actual out of pocket expenses incurred upon presentation of an itemized statement of such expenses. Guide will bill the hospital monthly for both the monthly compensation and incurred expense. 4 To this end, the agreement established that it could only be modified by a written mutual instrument: This Consulting Services Agreement consisting of two pages constitutes the entire agreement between Hospital and Guide and may only be amended or modified by a written instrument agreed to and executed by both parties. 5 The Hospital asserted that the agreement was a lobbying contract and a prohibited donation of public funds. It also maintained that the Hospital did not approve the agreement. 2 prove Mr. Paxton performed services under the agreement. The letter provided, in pertinent part: It appears that the “purported” contract/agreement does not comply with Louisiana law as noted above, and we do not have sufficient legal justification to authorize payment of the submitted invoices. I will note that although you have mailed and submitted the above-mentioned invoices for December 2022 and January 2023, you have not made any other contact or communication with the present administration of the Madison Parish Hospital. Consequently, although I do not believe it is legally necessary to do so, out of an abundance of caution, you are formally notified that effective immediately, the purported agreement/contract referenced above is hereby formally terminated, effective immediately. If you have additional information which would show that you have a valid, legal contract for services that is in compliance with Louisiana Constitutional and statutory law, and you have legally performed those services, please present your information to my attention for reconsideration within ten (10) days of receipt of this correspondence. In the event that this purported contract/agreement, executed by Ted Topolewski and you, is subsequently determined to be valid and legally enforceable by a court of competent jurisdiction, this letter serves as the sixty-day notice of our termination of this “agreement.” However, to be perfectly clear, the Hospital does not consider this a valid and legally enforceable contract. On February 21, 2023, Guide responded to the Hospital via a demand letter. The demand requested $28,000 in unpaid invoices and maintained the agreement was a valid, enforceable contract. Thereafter, Guide filed suit against the Hospital, alleging breach of contract and seeking unpaid consulting fees. In response, the Hospital filed a reconventional demand, alleging in part that it did not authorize Dr. Topolewski to enter into the agreement. As such, the reconventional demand sought reimbursement for the total fees the Hospital paid to Guide under the agreement. 3 The matter proceeded to a bench trial before the district court. The court heard testimony from Dr. Topolewski, Mr. Paxton, and Dr. Donald Perry, the Hospital’s new CEO. At the conclusion of trial, the district court rendered judgment in favor of Guide in the amount of $28,000 for unpaid consulting fees and dismissed the Hospital’s reconventional demand. In reasons for judgment, the court found that Guide established the existence of a valid contract, explaining: The court specifically accepts the testimony of Mr. Paxton as to his “consulting work” on behalf of the Hospital as both reliable and credible. This testimony is corroborated by Dr. Topolewski, who testified that Mr. Paxton provided invaluable services to the [H]ospital pursuant to the contract. It is noteworthy that the Hospital drew up the Agreement which was duly executed by the parties. Significantly, Mr. Paxton testified that he did not know Dr. Ted Topolewski before their first meeting, although it is clear that in due course they became friends. Clearly, the Consulting Agreement is a valid enforceable contract, and the court rejects all arguments to the contrary. The Hospital appealed. The court of appeal reversed the judgment of the district court. Guide Co., LLC v. Madison Par. Hosp. Serv. Dist., 56,469 (La. App. 2 Cir. 11/26/25), 425 So. 3d 426. In its opinion, the court of appeal found that the testimony of Mr. Paxton and Dr. Topolewski was not credible and that Guide therefore failed to prove the existence of a valid, enforceable contract. Id., 56,469 at 28, 425 So. 3d at 445. As a result, the court of appeal dismissed Guide’s claims against the Hospital with prejudice and granted the Hospital’s reconventional demand, awarding the Hospital $242,278.6 Upon Guide’s application, we granted certiorari and placed the case on our summary docket to consider the correctness of this ruling. Guide Co., LLC v. Madison Par. Hosp. Serv. Dist., 2025-1630 (La. 5/12/26), 432 So. 3d 745. 6 The court of appeal found the Hospital was actually entitled to recover $300,620. However, because the court found that the record established Guide performed $58,342 in work on the Hospital’s behalf, it offset the award by this amount. 4 DISCUSSION We begin our analysis from the well-settled premise that the existence or non- existence of a contract is a question of fact, and the trial court’s determination of this issue will not be disturbed unless manifestly erroneous or clearly wrong. Read v. Willwoods Community, 2014-1475, p. 6 (La. 3/17/15), 165 So. 3d 883, 888 (citation omitted). When evaluating the evidence needed to establish the existence or non- existence of a contract, the trier of fact is allowed to make credibility determinations. Id. Our jurisprudence has long recognized a two-part test for the reversal of a factfinder’s determinations: (1) the appellate court must find from the record that a reasonable factual basis does not exist for the finding of the trial court, and (2) the appellate court must further determine that the record establishes that the finding is clearly wrong or manifestly erroneous. Lobell v. Rosenberg, 2015-0247, p. 10 (La. 10/14/15), 186 So. 3d 83, 90; Stobart v. State through Dep’t of Transp. & Dev., 617 So. 2d 880, 882 (La. 1993). This test requires a reviewing court to do more than simply review the record for some evidence which supports or controverts the trial court’s findings. Hayes Fund for First United Methodist Church of Welsh, LLC v. Kerr-McGee Rocky Mountain, LLC, 2014-2592, p. 8 (La. 12/8/15), 193 So. 3d 1110, 1116. The court must review the entire record to determine whether the trial court’s finding was clearly wrong or manifestly erroneous. Parish Nat. Bank v. Ott, 2002-1562, pp. 7-8 (La. 2/25/03), 841 So. 2d 749, 753-54. The issue to be resolved on review is not whether the judge or jury was right or wrong, but whether the judge’s or jury’s factfinding conclusion was a reasonable one. Rosell v. ESCO, 549 So. 2d 840, 844 (La. 1989). Turning to the facts of the case before us, we find no manifest error in the district court’s factual finding that a valid and enforceable contract existed between 5 the parties. The written and signed April 1, 2019 contract was introduced into evidence. The district court heard testimony from Dr. Topolewski, who explained that he discussed and received permission to enter the agreement from the Hospital’s independent fiscal administrator, Donald Frutiger, before hiring Guide. Dr. Topolewski submitted a purchase order signed by Mr. Frutiger, which was also introduced into evidence. Dr. Topolewski also confirmed that Mr. Paxton performed numerous services under the agreement and testified that he was aware of Mr. Paxton’s work through monthly meetings and calls. The district court also received testimony from Mr. Paxton, which the court found to be “reliable and credible” and corroborated by the testimony of Dr. Topolewski. Mr. Paxton confirmed his work for the Hospital under the agreement. According to Mr. Paxton, he negotiated with local landowners to acquire land for the behavioral health center; introduced the Hospital’s officials to contacts that could develop the behavioral health center; facilitated USDA funding for the Hospital after seeking assistance from Senator Bill Cassidy; and arranged Medicaid reimbursements to be re-classified as hospital-based after the Hospital bought a physician-based rural clinic. He claimed the Medicaid reimbursement resulted in a $200,000 increase in annual revenue. Having reviewed the record, we find no support for the court of appeal’s conclusion that the testimony of Dr. Topolewski and Mr. Paxton was unreliable. While there may have been some minor inconsistencies in Dr. Topolewski’s testimony, particularly with regard to his recollection of whether payment had been made under the contract in November 2022, these discrepancies do not undermine his fundamental assertions that a valid contract existed and that Mr. Paxton performed satisfactory work under the contract. Similarly, the court of appeal determined that Mr. Paxton’s testimony about his accomplishments under the contract should be rejected because he failed to 6 submit supporting documentary evidence. However, the Hospital produced no evidence that Mr. Paxton failed to perform services under the contract. The only witness presented by the Hospital was its new CEO, Dr. Perry. Dr. Perry admitted that he had no personal knowledge of Mr. Paxton’s work until hearing his testimony in court, and that he did not try to contact Mr. Paxton to inquire about his services. In summary, we find that the record supports the district court’s conclusion concerning the validity of the consulting agreement. As a result, we find the district court was not clearly wrong in finding that a valid and enforceable contract existed.7 Therefore, we conclude that the district court properly rejected the Hospital’s reconventional demand and that the court of appeal erred in reversing that judgment. As to Guide’s breach of contract claim, the district court awarded the sum of $28,000. This award was based on the Hospital’s failure to make the required $7,000 monthly payment under the contract between December 2022 through the termination of the contract in March 2023. While we agree that Guide was entitled to recover contractual payments for December 2022 and January 2023, we find that the district court erred in failing to give effect to the Hospital’s January 24, 2023 letter to Guide. That letter raised concerns about the validity of the contract between the Hospital and Guide, and directed Guide to submit “additional information” establishing that “you have legally performed those services” under the contract. By failing to submit any additional information after receiving the January 24, 2023 letter, Guide failed to comply with its duty of good faith under La. Civ. Code art. 1983. Therefore, Guide failed to satisfy its burden of establishing that it was entitled to any payments under the contract after January 2023. 7 The district court did not expressly address whether the contract was a simulation and illegal because the Hospital did not raise it as an argument. 7 We find that the district court erred in awarding payment for the months of February and March 2023. Accordingly, we reinstate the district court’s judgment finding the Hospital in breach of contract but reduce the award from $28,000 to $14,000. DECREE For the reasons assigned, the judgment of the court of appeal is reversed. The judgment of the district court dismissing the reconventional demand of the Madison Parish Hospital Service District and awarding breach of contract damages to the Guide Company, LLC is reinstated but is amended for the sole purpose of reducing the award from the sum of $28,000 to the sum of $14,000 together with legal interest thereon from the date of judicial demand until paid. 8 SUPREME COURT OF LOUISIANA No. 2025-C-01630 THE GUIDE COMPANY, LLC VS. MADISON PARISH HOSPITAL SERVICE DISTRICT D/B/A MADISON PARISH HOSPITAL On Writ of Certiorari to the Court of Appeal, Second Circuit, Parish of Madison WEIMER, C.J., dissents in part for the reasons assigned by Griffin, J. SUPREME COURT OF LOUISIANA No. 2025-C-01630 THE GUIDE COMPANY, LLC VS. MADISON PARISH HOSPITAL SERVICE DISTRICT D/B/A MADISON PARISH HOSPITAL On Writ of Certiorari to the Court of Appeal, Second Circuit, Parish of Madison GRIFFIN, J., dissents in part and assigns reasons. Guide’s failure to communicate properly with the Hospital from December of 2022 until the contract’s termination in March of 2023, despite the Hospital’s January letter, constitutes bad faith under La. C.C. art. 1983. Asserting a right in the absence of good faith violates a century of jurisprudence constante that such is an abuse of rights that should not be enforced.1 Pursuant to La. C.C.P. art. 2164 – empowering appellate courts to render any judgment which is just, legal, and proper upon the record on appeal – we should apply this ancient doctrine and also not allow Guide to assert its rights for December of 2022 and January of 2023. In all other respects, I agree with the majority. 1 See e.g., Massachusetts Mut. Life Ins. Co. v. Nails, 549 So. 2d 826, 828 (La. 1989) (noting, inter alia, exercise of a right against good faith is abusive); Truschinger v. Pak, 513 So. 2d 1151, 1154 (La. 1987); Illinois Central Gulf Railroad Company v. International Harvester Company, 368 So.2d 1009, 1014 (La.1979); Morse v. J. Ray McDermott & Co., 344 So.2d 1353 (La.1977); Magner v. Deas, 23-0598, p. 9 (La. App. 4 Cir. 3/27/24), 401 So. 3d 43, 49; NOLA 180 v. Treasure Chest Casino, LLC, 11-853, p. 11 (La. App. 5 Cir. 3/27/12), 91 So. 3d 446, 452, Steier v. Heller, 31,733, p. 6 (La. App. 2 Cir. 5/5/99), 732 So. 2d 787, 791; G.I.'s Club of Slidell, Inc. v. Am. Legion Post No. 374, 504 So. 2d 967, 969 (La. App. 1 Cir. 1987); Hous. Auth. of City of Abbeville v. Hebert, 387 So. 2d 693, 697 (La. App. 3 Cir. 1980). Julio Cueto-Rua, Abuse of Rights, 35 LA. L. REV. 965 (1975); A.N. Yiannopoulos, Civil Liability for Abuse of Right: Something Old, Something New..., 54 LA. L. REV. 1173 (1994).