                                                                   United States Court of Appeals
                                                                            Fifth Circuit
                 IN THE UNITED STATES COURT OF APPEALS
                                                                         FILED
                           FOR THE FIFTH CIRCUIT                    October 16, 2006
                           _____________________
                                No. 06-30173                      Charles R. Fulbruge III
                             (Summary Calendar)                           Clerk
                           _____________________

ROY C. JACKSON

                                        Plaintiff-Appellant
      v.
FORD MOTOR CO.
                                        Defendant-Appellee

                         ----------------------
                            Appeal from the
                      United States District Court
                 for the Western District of Louisiana
                             (3:04-CV-2296)
                         ----------------------
Before SMITH, WIENER, and OWEN, Circuit Judges.

PER CURIAM*:

      This   appeal     arises    out     of    Louisiana    Enterprise        Group,

L.L.C.’s (“LEG”) operation of a Defendant-Appellee Ford Motor Co.

(“Ford”) dealership in Durant, Oklahoma —— Durant Ford Lincoln

Mercury Sales, Inc. (“the Dealership”).               Plaintiff-Appellant Roy

C. Jackson (“Jackson”) was a member/manager of LEG and operated

the   dealership   on    behalf    of     LEG.      LEG     originally     invested

$220,000.00 in the Dealership.                Of that sum, Jackson personally


      *
      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this opinion should not be published and is not precedent except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
contributed $125,000.00.

      On May 31, 2001, less than a year after entering into the

dealership    agreement,   Ford     and   LEG   agreed   that    Ford    would

repurchase LEG’s interest in the Dealership for $220,000.00, and

that, in return, LEG would resign its operation of the dealership

and execute a release in favor of Ford.           On July 10, to fulfill

its   obligation,   Ford   issued    a    $220,000.00    check   to     LEG   as

payment-in-full for LEG’s interest.          The check was mailed to Kim

McTurner, another member of LEG, and deposited in LEG’s bank

account.     Shortly thereafter, Jackson received a portion of the

$220,000.00 —— either $63,245.67 or approximately $68,000.001 ——

from LEG’s bank account.          McTurner wrote the check for that

payment.

      After LEG’s resignation, Ford’s Dealer Development Regional

Manager (“the Manager”) conducted an exit interview with Jackson.

During the interview, the Manager used a standard “Operator Exit

Assessment” form (“the Exit Assessment”) on which the Manager

checked a blank to indicate that he would recommend Jackson for

another operator position and acknowledged that “Jackson could be

successful as a . . . Operator.”


      1
      In his deposition taken May 9, 2005, Jackson testified
that he received approximately $68,000.00; however, in a
declaration executed March 16, 2006, Jackson declared he only
received $63,245.67.

                                      2
     In September 2004, Jackson filed a petition in Louisiana

state court asserting claims for breach of contract and return of

his initial investment.2         This action was subsequently removed to

the district court.

     In November 2005, the magistrate judge entered a Report and

Recommendation recommending that summary judgment be granted in

Ford’s favor as to Jackson’s breach of contract claim, because

the Exit Assessment did not create a contractual relationship

between the parties or any attendant contractual obligations.              In

January   2006,    over    Jackson’s   objections,    the    district   court

adopted   the     Report   and    Recommendation     and    granted   summary

judgment in Ford’s favor on the breach of contract claim.

     In March, the magistrate judge entered a Second Report and

Recommendation recommending that summary judgment be granted in

Ford’s favor on Jackson’s reimbursement claim.              In May, without

objection from Jackson, the district court adopted the Second

Report and Recommendation and granted summary judgment in Ford’s

favor on the reimbursement claim.          Jackson now appeals both of

the district court’s rulings.

     Summary judgment is appropriately granted when there is no


     2
      In addition, Jackson asserted a claim under the Louisiana
Unfair Trade Practices Act. The district court dismissed this
claim as having prescribed and Jackson has not appealed this
ruling. Thus, we do not address it.

                                       3
genuine issue of material fact and the moving party is entitled

to judgment as a matter of law.3            If the moving party establishes

its       initial burden of demonstrating the absence of a material

fact issue, the nonmoving party who bears the burden of proof at

trial must sufficiently establish that there is a material fact

issue concerning the essential elements of its cause of action.4

We review a grant of summary judgment de novo.5

      A     party’s   failure    to   object    timely   in   writing   to   a

magistrate judge’s report and recommendation relegates the appeal

of a district court’s adoption thereof to plain error review.6

In reviewing an appeal under the plain error standard, we “have

discretion to correct unobjected-to (forfeited) errors that are

plain (‘clear’ or ‘obvious’) and affect substantial rights.”7                In

exercising our discretion, we should be mindful of those errors

affecting substantial rights “if the error seriously affects the

fairness,       integrity       or    public    reputation     of   judicial




      3
          Fed. R. Civ. Proc. 56(c).
      4
          Forsyth v. Barr, 19 F.3d 1527, 1533 (5th Cir. 1994).
      5
          Lejeune v. Shell Oil Co., 950 F.2d 267, 268 (5th Cir.
1992).
      6
      Douglass v. United Servs. Auto. Assoc., 79 F.3d 1415,
1428-29 (5th Cir. 1996).
      7
          Id. at 1424 (emphasis in original).

                                        4
proceedings.”8          Therefore, we review the district court’s first

summary judgment de novo and the second summary judgment for

plain error.

       Under Louisiana law, “a contract is an agreement by two or

more        parties   whereby        obligations       are     created,     modified,     or

extinguished.”9         An obligation is a legal relationship whereby a

person        binds   himself        to   render      a     performance     in   favor    of

another.10       The Exit Assessment failed to create any obligations

on behalf of Ford.             Instead, it was simply a standard one-page

assessment       form    in    which      the       Manager    personally    recommended

Jackson for an operator position at another dealership.                            It, in

no way, obligated Ford to do anything.

       Additionally,          Ford     executed       the     release     with   LEG,    not

Jackson.        Pursuant to the release, Ford agreed to and did remit

the $220,000.00 to LEG, not Jackson.                        The $220,000.00 check was

sent to McTurner, a member of LEG, who, like Jackson, was a

signatory to LEG’s resignation and release.                        The $220,000 check

was then deposited in LEG’s bank account.

       Nowhere in LEG’s resignation or release did LEG specify



       8
       Id. (quoting United States v. Olano, 507 U.S. 725, 736
(1993)).
       9
            La. Civ. Code art. 1906.
       10
             Id. art. 1756.

                                                5
where or to whom the $220,000.00 was to be sent.                      Rather, these

documents only indicated that Ford was to pay LEG the entire

$220,000.00.      Moreover, the dealership agreement is silent as to

where or whom Ford must send these sums.                 Lastly, LEG’s articles

of organization do not limit any of its members authority to

deposit checks into its bank account.             Ford did what it agreed to

do —— return LEG’s initial investment to it.

      Moreover,      even    if   Ford   had     acted     inappropriately,       by

acquiring knowledge of Ford’s actions and failing to repudiate

Ford’s actions       until   September    2003    ——     over   two    years   after

Jackson received a portion of the $220,000.00 —— Jackson ratified

both Ford and McTurner’s actions.11                Therefore, 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.      Accordingly,      we     affirm      the   summary

judgments of the district court in favor of Ford.



AFFIRMED.




      11
       3 A’s Towing Co. v. P & A Well Service, Inc., 642 F.2d
756, 758 (5th Cir. 1981).

                                         6
