                                                        United States Court of Appeals
                                                                 Fifth Circuit
               IN THE UNITED STATES COURT OF APPEALS          FILED
                      FOR THE FIFTH CIRCUIT              October 17, 2006
                      _____________________
                                                       Charles R. Fulbruge III
                          Nos. 05-31140                        Clerk
                        (Summary Calendar)
                      _____________________

VP BUILDINGS, INC.

                              Plaintiff
     v.
NORCO CONSTRUCTION, INC.: ET AL.
                              Defendants
     v.
ST. BERNARD PORT, HARBOR & TERMINAL DISTRICT

                              Third-Party Plaintiff-Appellant
     v.
RICHARD P. ALBERT; WOODWARD DESIGNS, L.L.C.; PAUL FLOWER

                              Third-Party Defendants-Appellees


                      ----------------------
          Appeals from the United States District Court
              for the Eastern District of Louisiana
                          (2:04-CV-121)
                      ----------------------
Before SMITH, WIENER, and OWEN, Circuit Judges.

PER CURIAM*:

     This appeal arises out of the efforts of many parties to



     *
      Pursuant to 5TH CIR. R. 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this opinion should not be published and is not precedent except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 CIR. R. 47.5.4.

                                   1
construct and renovate a facility on the land of Third-Party

Plaintiff-Appellant St. Bernard Port, Harbor & Terminal (“the

Port”).     Specifically, this appeal concerns only the claims of

the Port against each of the Third-Party Defendants-Appellees

Richard     P.    Albert             (“Albert”),      Woodward        Designs,        L.L.C.

(“Woodward”), and, Woodward’s employee, Paul Flower (“Flower”).

     On August 1, 2005, the district court entered an Order and

Reasons granting Albert’s motion for summary judgment, having

concluded     that the Port was not a third-party beneficiary of an

architectural     services           contract      (“the    Contract”)      entered    into

between Boasso America (“Boasso”) and Mouton/Albert Architects,

Albert’s predecessor company.                   On August 5, 2005, the district

court   entered       a       separate    final    judgment     in    favor    of   Albert

pursuant to Rule 54(b) of the Federal Rules of Civil Procedure,

having expressly found “no just cause for delay.”

     Similarly, on November 10, 2005, the district court entered

an Order granting Woodward and Flower’s joint motion for summary

judgment, having concluded that the Port was not a third-party

beneficiary      of       a     construction       design    contract       entered    into

between    Boasso         and    Woodward.         The     district    court    did    not,

however,    enter         a    separate    final    judgment     as    to    Woodward    or

Flower.     These two Orders disposed of all the claims against

Albert,    Woodward,           and   Flower;    however,      there    remain    numerous


                                               2
other parties and claims to be dealt with by the district court

in this action.

     The Port now appeals both of the district court’s rulings,

asserting that the district court committed reversible error in

holding that the Port was not a third-party beneficiary of either

contract.        Before    reaching     the     merits        of       the   Port’s        appeal,

however,    we    must    first     determine      whether             we    have     appellate

jurisdiction to hear either or both of these appeals.

     As    we    have     stated    before,       we    are        a    court       of     limited

jurisdiction.        We     are    authorized      to    hear          appeals       only    from

specified dispositions: decisions that are final under 28 U.S.C.

§ 1291; interlocutory decisions under 28 U.S.C. § 1292; non-final

judgments       certified    as     final       under    Federal             Rule     of    Civil

Procedure 54(b); and other non-final orders or judgments to which

an   exception     expressly        applies.1           The    only          possibility        of

jurisdiction to entertain the appeals of the summary judgments at

issue here before the entire case is disposed of by the district

court lies under Rule 54(b).

     Rule   54(b)       requires    a   trial     court        to       make    two      findings

before certifying an otherwise non-final judgment for appeal.2

     1
      Briargrove Shopping Center Joint Venture v. Pilgrim
Enters., Inc., 170 F.3d 536, 538 (5th Cir. 1999).
     2
      Curtiss-Wright Corp. V. Gen. Elec. Co., 446 U.S. 1, 7-8
(1980).

                                            3
First, that court must determine that the judgment is “final” ——

“an ultimate disposition of an individual claim entered in the

course of a multiple claims action.”3           Second, it must determine

that there is no just reason for delay.4               Although Rule 54(b)

requires “an express determination that there is no just reason

for delay,” a judgment will be appealable under this rule if we

can determine that the district court unmistakably intended to

make the order appealable.5        In determining this intent, however,

we may examine only the order appealed from and other documents

referenced therein.6

     Regarding       Albert’s   summary    judgment,   the   district   court

entered a separate judgment, expressly titled a “Final Judgment

under Rule 54(b)” and made an express determination in that there

was no just reason for delay.             Accordingly, the district court

made both the necessary Rule 54(b) findings.             We therefore have

jurisdiction over this appeal.

     Regarding Woodward and Flower’s summary judgment, though,

the district court neither entered a separate judgment nor, in


     3
         Id. at 7.
     4
         Id. at 8.
     5
      Kelly v. Lee’s Old Fashioned Hamburgers, Inc., 908 F.2d
1218, 1220 (5th Cir. 1990).
     6
         Id.

                                      4
the    order    granting    summary    judgment,          expressed      or   otherwise

indicated that the judgment was final or that there was no just

reason for delay.          Moreover, the district court’s order did not

reference any other documents.                  As the district court did not

make the two requisite findings, we lack jurisdiction to hear

this       appeal.   Therefore,       the       Port’s    appeal    of    the    summary

judgment dismissing its claims against Woodward and Flower is

dismissed.

       Having determined that we do have appellate jurisdiction

over the appeal of the summary judgment dismissing the Port’s

claim against Albert, we turn to its substance.                     Summary judgment

is    appropriately    granted    when          there    is   no   genuine      issue   of

material fact and the moving party is entitled to judgment as a

matter of law.7      To avoid summary judgment, a nonmoving party who

bears the burden of proof at trial must sufficiently establish

every essential element of its cause of action.8                          We review a

grant of summary judgment de novo.9

       The Port claims that Albert is contractually obligated to it

under a third-party beneficiary theory.                   Under Louisiana law, the



       7
      Fed. R. Civ. Proc. 56(c); Lockart v. Kobe Steel Ltd.
Constr. Mach. Div., 989 F.2d 864, 865 (5th Cir. 1993).
       8
           Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986).
       9
           Thomas v. Price, 975 F.2d 231, 235 (5th Cir. 1992).

                                            5
existence   of   a   third-party   beneficiary   relationship   must   be

clearly intended by the contracting parties.10

     Based on the applicable law and our extensive review of the

parties’ briefs and the record on appeal, we conclude that the

district court did not commit any error.         There was no evidence

that either Boasso or Albert intended, expressly or otherwise,

that the Contract be for the benefit of the Port.          In fact, in

article 9.7 of the Contract, both parties expressed their mutual

intent that the Contract not form the basis for a contractual

relationship between either of them and any third-party, such as

the Port.    Accordingly, we affirm the summary judgment of the

district court in favor of Albert.

AFFIRMED IN PART AND DISMISSED IN PART.




     10
       Kane Enters. v. MacGregor (USA), Inc., 322 F.3d 371, 375
(5th Cir. 2003).

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