## Facts

- Lifestyles, Inc. leased land from Leeand, Inc. and, during the lease, installed an “O’Dome,” a dome-like demonstration structure that Lifestyles owned.
- The structure sat on a wooden platform supported by pilings and was connected to utilities (including water and electricity).
- The lease (and Lifestyles’ claimed retention of ownership of the structure) was never recorded in the public records.
- On December 20, 1973, Leeand sold the land to A. J. Graffagnino and Donald G. Perez by act of sale describing the transfer as “six certain lots of ground, together with all the buildings and improvements thereon,” with no express exclusion for the O’Dome.
- Before the sale, Leeand informed Graffagnino and Perez that Lifestyles claimed the structure, and Lifestyles knew the sale was pending.
- Lifestyles did not record its lease, remove the structure, or negotiate a continuation agreement with the new owners.
- After the sale, Graffagnino and Perez sued to enjoin Lifestyles and an officer, Murray P. Holmes, from removing or disassembling the O’Dome.
- During the dispute, the structure was destroyed; Lifestyles sought damages (including by reconventional demand) and also filed a third-party demand against Leeand and related parties.
- The trial court held the structure passed with the land to the purchasers but awarded Lifestyles $8,000 against Leeand on an unjust-enrichment theory.

## Issues

1. Whether the O’Dome was a “building or other construction” (an immovable) that transferred to the purchasers under an act of sale conveying the land “together with all buildings and improvements thereon.”
2. Whether the purchasers took the property free of Lifestyles’ unrecorded lease and claimed retained ownership, even if the purchasers had actual knowledge of Lifestyles’ claim.
3. Whether parol evidence of a verbal understanding between Leeand and Lifestyles could vary the clear language of the recorded act of sale.
4. Whether Leeand could be cast in unjust enrichment for the value of the structure after title to the structure was held to have passed to the purchasers.

## Decision

- The court held the O’Dome was an immovable “building or other construction” and therefore fell within “buildings and improvements” transferred with the land.
- The purchasers acquired ownership of the O’Dome under the clear terms of the act of sale.
- Because Lifestyles’ lease and asserted ownership reservation were unrecorded, the purchasers took free of those obligations and claims, regardless of actual knowledge.
- Parol evidence could not be used to contradict or limit the unambiguous act of sale.
- The court reversed the trial court’s $8,000 unjust-enrichment award against Leeand.

## Legal Principles

- A structure that qualifies as a “building or other construction” under Louisiana civil law is an immovable and is treated as a “building or improvement” for purposes of a sale of land describing the transfer to include buildings and improvements.
- An unrecorded lease or other unrecorded agreement affecting rights in an immovable is ineffective against third-party purchasers; actual knowledge does not substitute for recordation.
- When an act of sale is clear and unambiguous in conveying land “together with all the buildings and improvements thereon,” parol evidence of prior or contemporaneous understandings cannot be admitted to vary the written terms.
- Unjust enrichment is not available where the alleged enrichment has legal cause (a valid recorded sale) and the claimant’s loss results from its own failure to record or otherwise secure its claimed rights.

## Conclusion

Graffagnino held that the dome-like O’Dome installed by a lessee was an immovable “building or other construction” that transferred with the land under an act of sale conveying the lots “together with all buildings and improvements thereon,” and that the purchasers were not bound by Lifestyles’ unrecorded lease or ownership reservation even if they knew of it; the court also rejected shifting the loss to the seller through unjust enrichment after Lifestyles failed to record or otherwise protect its claimed interest.


Graffagnino v. Lifestyles, Inc., 402 So. 2d 742 (1981)