GENOVESE, Justice *527This case concerns a contractual dispute regarding
which party is entitled to the proceeds from the British Petroleum ("BP") Deepwater
Horizon oil spill settlement for damages to certain oyster leases. As discussed
in detail below, we disagree with the Court of Appeal and find that the trial court
did not err in accepting evidence beyond the four corners of the contract at issue
and did not manifestly err in its factual findings and ultimate interpretation that
the agreement at issue entitled the plaintiff to the settlement proceeds for property
damage to the leases at issue., Under the agreement, Mr. Vekic agreed to sublease
three oyster leases comprising approximately 451 acres of State-owned waterbottoms
in Bay Boudreau, St. Bernard Parish, from the Popich family. Although Mr. Popich
had been an oyster fisherman, he had not recently worked the leases at issue and
was retiring from the oyster business. The amount of total "rent" due was $90,000,
with $30,000 due upon execution of the agreement (April 14, 2009) and three installments
of $20,000 due annually thereafter on the anniversary of the agreement's execution.
Mr. Vekic's option to purchase under the agreement was "exercisable at any time
on or before April 30, 2012." To exercise the option, the agreement required Mr.
Vekic to provide written notice to the Popich family, and "any rental payments paid
pursuant to [the agreement would] be credited against the purchase price in dollar-for-dollar
amount." The agreement stipulated the total purchase price was to be $90,000, with
no additional consideration required for the exercise of the option and with the
leases being sold "as is.", *528Mr. Vekic could not under any condition terminate
the lease and was responsible for fulfilling all of the legal requirements to maintain
the leases, including paying the $2 per-acre lease fee to the Department of Wildlife
and Fisheries., Importantly, as will be discussed in detail, Section 9 of the agreement,
entitled "Proceeds for Damage to Oyster Lease(s)," provided that:, (Emphasis added.)
Upon execution of the agreement in April 2009, Mr. Vekic issued the Popich family
a check for $30,000, which indicated the payment was for "sublease agreement." The
sublease was recorded with the Department of Wildlife and Fisheries, and Mr. Vekic
was recorded as an agent entitled to work the leases, although the Popich family
remained leaseholders of record., On April 10, 2010, Mr. Vekic paid an installment
of $30,000 to the Popich family, which was $10,000 above the $20,000 annual installment
required by the agreement. This payment brought the total "rent" paid for the leases
up to $60,000 of the $90,000 purchase price as of that date. Ten days later, the
British Petroleum Deepwater Horizon well exploded ("the spill"). After the spill,
the area where the leases at issue were located was closed off from fishing activities
for a considerable amount of time. Mr. Vekic paid the Popich family the remaining
$30,000 he owed under the agreement in May, 2011. On June 19, 2011, Mr. Vekic exercised
his option to purchase, and the parties executed the act of sale, which had been
prepared in 2009 along with the original agreement, without any modifications ("Act
of Sale")., In the wake of the spill, a class action lawsuit was filed against BP.
BP and the Plaintiffs' Steering Committee agreed upon a settlement in 2012 which,
among other things, established a "compensation plan" for oyster leaseholders. Mr.
Vekic filed a claim with the Deepwater Horizon Economic Claim Center ("DHECC") in
June 2012 for his and his father's lease holdings, which comprised approximately
2000 acres. Mr. Vekic's claim to the DHECC also included the leases at issue. In
January 2013, Mrs. Harris, an attorney, prepared and filed claims for the Popich
family, informing the DHECC of the 2009 agreement with Mr. Vekic and post-spill
Act of Sale., When Mr. Vekic received a proposed settlement offer for his lease
holdings, the DHECC excluded the subleased property from Mr. Vekic's recovery.
The Popich family, on the other hand, received a proposed settlement offer for the
leases at the $2000 per acre amount provided by the compensation plan for the area
which included the leases herein for a total of $901,999.50.1 Accepting this offer,
the Popich family executed a release of any claims "arising out of, due to, or relating
in any way to, directly or indirectly, the Deepwater Horizon Incident.", *529Mr.
Vekic filed the instant suit after the Popich family received the first round of
settlement proceeds, seeking a declaratory judgment that he was entitled to the
proceeds. Before the Popich family received their second round of payments under
the settlement offer, the trial court ordered that the proceeds be placed in an
IOLTA account, pending resolution of the dispute between the parties. After amending
his petition twice, Mr. Vekic alternatively argued that the sublease was a disguised
sale and security agreement. The trial court rendered its first judgment in Mr.
Vekic's favor in January 2016. The Popich family filed a motion for new trial because
the judgment was not dispositive of all issues, which motion was granted. The trial
court rendered a second judgment in March 2016. The second judgment awarded Mr.
Vekic the settlement proceeds less ten percent attorney's fees on past BP settlement
proceeds and costs pursuant to the contingency fee agreement the Popich family had
executed with Mrs. Harris. All future payments of BP settlement proceeds were awarded
to Mr. Vekic., The Popich family appealed. In its opinion, the Fourth Circuit reversed
the trial court, finding that the contract on its face clearly and expressly constituted
a sublease and finding that Section 9 "d[id] not address whether Mr. Vekic or the
Popich family would get damage proceeds exceeding bedding reimbursement and advance
rent." Vekic v. Popich, 16-508, p.12 (La.App. 4. Cir. 3/29/17), 215 So.3d 483, 490.
Citing Eagle Pipe & Supply, Inc. v. Amerada Hess Corp. , 10-2267, p. 13 (La. 10/25/11),
79 So.3d 246, 256-57, the Court of Appeal stated that "Louisiana courts have consistently
held that a purchaser is precluded from claiming damages to property that occurs
prior to the purchaser's acquisition of the property." Vekic, 215 So.3d at 490.
Finding Mr. Vekic did not obtain an express assignment of claims for property damage
prior to the 2011 Act of Sale, the Court of Appeal thus concluded that "he is not
entitled to the proceeds under the sublease with option to purchase or the law."
Id. at 491. We disagree., Although, as the Court of Appeal correctly noted, a purchaser
is precluded from claiming property damages which occurred prior to the purchaser's
acquisition of the property as set forth in Eagle Pipe , the facts in this case
are readily distinguishable from this Court's ruling in Eagle Pipe . Rather, as
described above, the original agreement confected by the parties specifically contemplated
and included Section 9, entitled "Proceeds for Damage to Oyster Lease(s)." Section
9 specifically states, "Claims for damage to or destruction of any portion of the
subleased property shall be adjusted by Lessee ...." (Emphasis added.) The BP compensation
plan for oyster leaseholders was specifically designed to resolve property damage
claims for oyster leases. The use of the word "shall" indicates a mandatory requirement;
thus, the Popich family expressly assigned their right to adjust all damage claims
to Mr. Vekic, and Mrs. Harris's filing of the claim with the DHECC violated the
contract between the parties., Although the agreement does not expressly provide
that the excess damages would go to Mr. Vekic, it does not allow anyone other than
Mr. Vekic to adjust claims for damages, nor does it provide that the Popich family
may receive anything other than the $90,000 specified in "rent" (along with fees
or costs associated with late payment or default). Section 9 of the agreement reflects
that the parties clearly contemplated that the agreement would cover all claims
for property damages (as indicated by the requirement that the claims shall be adjusted
by the lessee). Despite the unexpected large amount of damage proceeds in controversy,
this subject matter is clearly within the purview of this agreement. Thus, it was
the trial court's task to determine the intent of the parties and allocate the
excess damages accordingly. The trial court's findings of facts in this respect
are subject to a review for manifest error, and the Court of Appeal erred in conducting
a de novo review and in giving no deference to the trial court., Without even going
past the four corners of the agreement between the parties, the agreement itself
contains support for the trial court's conclusion that it was the intent of the
parties that the Popich family receive $90,000 for the transfer of oyster leases
and nothing more. "Each provision in a contract must be interpreted in light of
the other provisions that each is given the meaning suggested by the contract as
a whole." La.Civ.Code art. 2050. In addition to Section 9, the agreement between
the parties repeatedly shifts all responsibility and the risk of loss for the oyster
leases to Mr. Vekic. Section 6.02 of the agreement, entitled "No Termination," provides:3,
(Emphasis added.) Although the Popich family testified they had not contemplated
that property damages could be more than $90,000, they clearly did contemplate that
a complete taking could occur for which payment would surpass $90,000. In this case,
the agreement provides that the Popich family is entitled to the first $90,000 paid,
minus the total amount of rent previously paid. Mr. Vekic is entitled to the remainder.
Interpreting the provisions of this contract in light of one another, as contemplated
by La.Civ.Code art. 2050, the agreement evinces the parties' intent that every
precaution be taken to ensure that the Popich family received $90,000 and nothing
more, and that all liability, risk, and responsibility regarding the leases shifted
to Mr. Vekic as of the time of the signing of the agreement,5 even before the leases
were formally transferred to Mr. Vekic., Looking at the extrinsic evidence, the
parties' testimony demonstrates that the Popich family's sole concern with the
agreement was insuring that they received $90,000 and that Mr. Vekic assumed all
risk and responsibility for the leases. Consider the following colloquy between
Mr. Vekic's counsel and Mrs. Harris:, Mr. Vekic similarly testified that it was
his understanding that the Popich family wanted $90,000 in payments over three years
in return for the leases. He testified the significance of three years is that it
represented the normal length of time that it took for oysters to spawn and grow
to a harvestable size. Although Mr. Vekic normally bought leases outright, he explained
to Mr. Popich that he wanted to pay for the leases at issues over three years but
that he "didn't know how [he] would go about doing this." Mr. Vekic testified that
Mr. Popich replied as follows:, Finally, Mr. Popich himself testified, stating that
he told Mr. Vekic that he would not sell the three leases for less than $90,000.
He also said, "Little Nicky call[ed] me [to ask] if I sublease it... who's going
to have damage. I told him you could have damage because I'll-(unintelligible)....
Then he sa [id] okay, that we finished with that." Mr. Popich also testified that
he contemplated possible damage for pipeline digging but never anything like the
BP spill., The trial court explained orally to counsel for the Popich family that,,
We agree that the agreement between the parties, when reviewed as a whole and in
light of the parties' testimony, evidences the parties' intent that payment of
$90,000 rent (but no more, except in the case of late payment or default) to the
Popich family be insured in every possible circumstance. Rather than protecting
their ability to claim property damages against third parties, the Popich family's
attorney crafted an agreement which actually requires that Mr. Vekic "adjust" claims
for property damages.8 Here, BP agreed to settle claims for property damage to oyster
leases in order to avoid trial, and the Popich family settled a claim which was
clearly Mr. Vekic's to adjust under the agreement. Although the Popich family asserts
that the term "adjust," which is not defined within the agreement, does not encompass
"settling" or "releasing" claims as the Popich family did with the BP claim, we
find this argument unavailing. The first definition of the term "adjust" in Merriam-Webster's
dictionary is as follows:, The Popich family relies heavily on the fact that Mr.
Vekic has not proved actual damages, that Mr. Vekic's claim as an oyster leaseholder
of the subject property was denied by the DHECC, and that an award for property
damages would amount to a windfall for Mr. Vekic.10 However, our legal analysis
does not hinge on Mr. Vekic's ability to prove his property damage claim against
BP was meritorious. The matter before us is one of contractual interpretation to
determine the agreed-upon allocation of rights and obligations between the parties.
Our role is not to litigate claims of BP's tortious conduct or to interpret the
terms of the BP settlement; rather, our duty herein is to determine which party
is entitled to bring those claims under the agreement at issue. The DHECC's denial
of Mr. Vekic's claim as leaseholder of the subject property is not relevant vis-à
-vis the parties to this agreement., Likewise, proof of actual damages is not required
in order for this Court to determine that claims for such damages beyond the $90,000
due to the Popich family in rent belong to Mr. Vekic under the agreement between
the parties. Nevertheless, we note that the plaintiff class in the suit against
BP had been preparing studies and gathering experts in anticipation of a trial to
prove damages to the oyster leases, and it is clear that the BP compensation plan
for the "oyster leaseholders" was intended to avoid any such trial. As Judge Barbier
stated in his reasons for approving the *535settlement agreement with BP, "oyster
leaseholders are being compensated in the [Oyster Compensation Fund], in part, for
out-of-pocket funds to re-cultch or otherwise tend to oyster lease beds, and additional
compensation reflects that oyster landings are returning to pre-spill levels more
slowly than other species." In re Oil Spill by Oil Rig Deepwater Horizon in Gulf
of Mexico, on Apr. 20, 2010 , 910 F.Supp.2d 891, 958 (E.D. La. 2012), aff'd sub
nom. In re Deepwater Horizon , 739 F.3d 790 (5th Cir. 2014)., We find that Eagle
Pipe and the jurisprudentially-developed "subsequent purchaser doctrine" do not
apply here because, before the damage at issue occurred, the Popich family assigned
to Mr. Vekic the express right (and indeed duty) to adjust "claims for damage to
or destruction of any portion of the subleased property." With this language, the
Popich family specifically contracted away its right to adjust damage claims on
the subleased property, reserving only payment of advance rent. Therefore, at the
time of the BP spill, the Popich family did not have any right-other than to join
with Mr. Vekic to ensure it was paid the full amount in rent-to settle the claims
for property damages. This is not a typical purchase of immovable property,11 as
the parties in this case had contemplated that Mr. Vekic would adjust the property
damages at issue (although the parties had not anticipated the damages would be
in such a large amount) before the damages were incurred. In fact, the seminal Louisiana
case annunciating the "subsequent purchaser doctrine" stated:, In other words, the
Court found that the personal right of action that arises for property damage belongs
to the owner because the owner is the one who suffers the damage at the time it
is caused. Here, though the Popich family was technically the leaseholder of record
in the Department of Wildlife and Fisheries at the time of the spill, it had already
washed its hands of all risk and responsibility related to the oyster leases in
return for $90,000 in a contract which could not under any circumstances be terminated
by Mr. Vekic. Thus, the "subsequent purchaser doctrine,", *536as developed and articulated
in jurisprudence from Clark to Eagle Pipe , does not apply in this case. Furthermore,
Eagle Pipe is factually distinguishable, as it involved a suit against a third party
for contamination of property. In contrast, the matter before us is a declaratory
judgment between the parties of an agreement in which one party (Mr. Vekic) seeks
enforcement of that agreement., "When the parties made no provision for a particular
situation, it must be assumed that they intended to bind themselves not only to
the express provisions of the contract, but also to whatever the law, equity, or
usage regards as implied in a contract of that kind or necessary for the contract
to achieve its purpose. " La.Civ.Code art. 2054 (emphasis added). At the heart of
this matter is the unique and troublesome form of contract confected by the parties:
a "Sublease with Option to Purchase" which shifts all risk to the "lessee," requires
him to pay rent under any circumstance and even in the event of the "lessor's"
default, requires him to adjust "[c]laims for damages to or destruction of any portion
of the subleased property," and provides that he can exercise his option to purchase
without paying any additional consideration beyond the required $90,000 in rent.12
Thus, there is little precedent to serve as a guide in interpreting the intent of
the parties in a "contract of that kind," as contemplated by La.Civ.Code art. 2054.
However, the record reflects that Mr. Popich gave up the leases at issue upon his
retirement from the oyster business. A year before the spill, Mr. Vekic assumed
responsibility for these leases. He has now formally purchased them. Oyster farming
is a long term endeavor which requires significant investment in improving the quality
of the waterbottoms. As shown above, the BP oyster compensation plan for leaseholders
was intended to settle claims for damages to waterbottoms. The agreement at issue
transferred all responsibility and risk regarding the leases at issue to Mr. Vekic
at the time of signing. The Civil Code article from which Louisiana tort law is
derived states that "[e]very act whatever of man that causes damage to another obliges
him by whose fault it happened to repair it." La.Civ.Code art. 2315(A). As this
Court stated in Clark, "it is a mere corollary [to La.Civ.Code art. 2315 ] that
the reparation must be made to him who suffered the injury." 6 La.Ann. at 409. In
this case, that person is Mr. Vekic., Finally, Mr. Vekic argues that it was inappropriate
to award Mrs. Harris a 10% contingency fee for the first two payments of settlement
proceeds along with costs for filing property damage claims with the *537DHECC.
We find the trial court committed no manifest error in finding that Mrs. Harris
was entitled to this award., For the foregoing reasons, we reverse the Court of
Appeal's decision and reinstate the trial court's judgment. REVERSED.