Articles Posted in Contracts

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Yates Construction, LLC, and D.W. Caldwell, Inc., entered into a construction subcontract for the roof installation on a residential dormitory at Auburn University in Auburn, Alabama. When Caldwell completed both the repairs and the roof installation, it had yet to receive total payment for the structural repairs. The companies disputed the scope and expense of these repairs and quickly negotiated to an impasse. Thereafter, Caldwell filed a claim against Yates for causing delay and increased costs by failing to pay for work performed, which was in breach of the agreements between the parties. The parties proceeded to arbitration. Although the arbitration record was neither recorded nor transcribed, the parties conceded that the arbitrator considered arguments, reviewed evidence, and heard witness testimony over the course of three days. He then reopened the proceedings for additional documentation, before issuing his thirteen-page award. Within two weeks of the arbitrator’s decision to deny Yates’s motion for reconsideration, Caldwell requested that the circuit court confirm the award under Mississippi Code Section 11-15-125. Yates moved the trial court to alter, amend, or vacate the award under Mississippi Code Section 11-15-25. With the understanding that Yates would provide oral argument on its motion at the award confirmation hearing, Caldwell filed a request to limit the presentation of proof before the circuit court. Ultimately, the trial court reviewed fourteen exhibits and the testimony of one witness in making its decision. Based on this evidence, the court issued its order modifying the arbitrator’s award. Finding that the arbitrator had duplicated the labor costs for shingle installation in its award–once under the original subcontract and once under the oral agreement to repair the structural damage (referred to as the Repair Agreement)–it amended the award, reducing the total by $104,507. After its review, the Mississippi Supreme Court determined: (1) the miscalculations alleged in this matter were not evident from the award itself, nor were they apparent from the agreed-upon record; and (2) the judge erred when he allowed the parties to present witness testimony regarding the extent of any alleged miscalculations, rather than relying on the award and the arbitration record as the relevant law suggested. Finding error, the Court therefore reversed the circuit court’s decision and remanded this case to the circuit court with directions to confirm the arbitration award. Furthermore, because the subcontract between the parties provided that each contractor would be responsible for his own fees and costs, the Court declined to assess costs to one party over the other, and instead, enforced their bargained-for agreement. View "D. W. Caldwell, Inc. v. W.G. Yates & Sons Construction Company" on Justia Law

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Tommy Brooks Oil Co. (“Brooks Oil”) challenged the trial court’s grant of summary judgment in favor of Jerry Wilburn. According to Brooks Oil, Wilburn Oil Co., Inc. (“Wilburn Oil”) had amassed nearly $1 million in unpaid fuel bills before Brooks Oil refused to sell Wilburn Oil any more fuel until Wilburn executed two personal guaranties for $250,000. After Brooks Oil sued Wilburn to enforce the guaranties, Wilburn moved for summary judgment, claiming a unilateral or mutual mistake concerning the guaranties. According to Wilburn, the parties never intended the guaranties to include Wilburn Oil’s past debt. The trial court agreed and granted summary judgment, dismissing Brooks Oil’s suit against Wilburn with prejudice. The Mississippi Supreme Court found Wilburn did not meet his summary-judgment burden, therefore, it reversed the trial court’s judgment and remanded the case for further proceedings. View "Tommy Brooks Oil Co. v. Wilburn Oil Company, Inc." on Justia Law

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Turtle Creek Crossing, LLC, a minority interest holder in Kimco Hattiesburg, L.P., filed an action in circuit court after it learned it would receive no distribution from the sale of the partnership’s only asset, a multimillion-dollar shopping center. In its complaint, Turtle Creek alleged its fellow partners breached their fiduciary duties and conspired with each other, the partnership, and a sister partnership to market and sell the asset in such a way as to keep Turtle Creek from profiting. According to the defendants, the predominant claim was for an accounting - an equitable claim that belonges in chancery court; had this case been filed in chancery court, there would be a strong argument for the chancery court’s original jurisdiction over the accounting claim, as well as pendant jurisdiction over the legal claims. Turtle Creek did not file this action in chancery court. It filed it in circuit court. And the circuit court also had original jurisdiction, not only over the accounting claim, but also Turtle Creek’s other legal claims. Because Turtle Creek chose a forum with proper subject-matter jurisdiction, the Mississippi Supreme Court determined that choice must be respected. The Supreme Court affirmed the circuit court’s denial of the motion to transfer and remanded for further proceedings. View "KD Hattiesburg 1128, Inc. v. Turtle Creek Crossing, LLC" on Justia Law

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K&A Enterprises of Mississippi, LLC, filed suit against Phyllis and James Maness for breach of contract. The claim arose from Phyllis and James Maness’s termination of the Option Contract between the parties. K&A Enterprises of Mississippi, LLC, alleged that Phyllis and James Maness failed to provide clear title, and in response, Phyllis and James Maness filed a Counterclaim for Declaratory Judgment. K&A Enterprises of Mississippi, LLC, filed a Partial Motion for Summary Judgment on Liability, a Partial Motion for Summary Judgment on Damages, and a Motion to Dismiss the Counterclaim, or in the alternative, for Summary Judgment. The trial court granted all three motions, denied the subsequent motions for reconsideration, and the Manesses appealed. Finding no reversible error, the Mississippi Supreme Court affirmed. View "Maness v. K & A Enterprises of Mississippi, LLC" on Justia Law

Posted in: Contracts

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Thrasher Construction, Inc. (Thrasher) brought a third-party beneficiary action against Bruce Cope, Mary Cope, and Ike Thrash (the Copes and Thrash). Thrasher sought damages for payments owed for waterproofing the Inn by the Sea, a condominium in which the Copes and Thrash had acquired a full ownership interest by agreeing, in part, to pay all outstanding bills for work previously performed on the property. During trial, the county court dismissed the third-party beneficiary claim but allowed Thrasher to proceed on a quantum meruit theory of the case. The jury returned a verdict in favor of Thrasher for $69,290, and the county court entered judgment based on that verdict. The Copes and Thrash appealed the judgment to the Circuit Court, which affirmed the judgment of the county court. The Copes and Thrash then appealed to the Court of Appeals, arguing the facts did not support a recovery on quantum meruit. Thrasher cross-appealed, arguing the trial court erred in dismissing its third-party beneficiary claim. The Court of Appeals held quantum meruit was not the proper method of relief because the action should have proceeded as a third-party beneficiary claim. The Court of Appeals reversed the judgment and remanded for further proceedings consistent with its opinion. The Mississippi Supreme Court agreed the third-party beneficiary action was the appropriate basis for Thrasher’s recovery; however, because the trial court ultimately reached the correct result, no further proceedings were needed in this case. View "Cope v. Thrasher Construction, Inc." on Justia Law

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This appeal stemmed from Brian Pedigo’s suit against Rent-A-Center, Inc., for actual and punitive damages, alleging claims of malicious prosecution, false imprisonment, and intentional infliction of emotional distress. Pedigo visited Rent-A-Center, Inc.’s (RAC) Booneville location, and decided to make the rental-purchase of a back-lit, LED television. He entered a Rental Purchase Agreement (RPA) for the lease. Under the RPA, Pedigo agreed to make specified payments over the course of twenty-three months, in an effort to own the television after all payments were remitted. Incorporated within the RPA was RAC’s standard Consumer Arbitration Agreement (CAA), which outlined those claims covered and those not covered in a dispute between the parties, and the process the parties would engage in should a dispute arise. Pedigo initialed and signed both documents, agreeing to the terms within. By February 2013, Pedigo had failed to fulfill his payment obligations under the RPA and was more than twenty days past-due under the agreement. Finding the contract had been breached, RAC manager Kristopher Robinson sought to recover the television from Pedigo. Through his attempts at recovery, Robinson discovered that the television was pawned shortly after it was leased. After discovering Pedigo had pawned the television, Robinson filed a complaint with the Booneville police in April 2013. Based on this information, an arrest warrant for the theft of rental property was issued for Pedigo on May 1, 2013. He was indicted on October 22, 2013, for defrauding RAC, and was arrested and incarcerated on December 11, 2013. On June 9, 2014, the State retired the October 2013 felony charge, ending the prosecution of the criminal matter. Following his release, Pedigo filed this civil action claiming that RAC filed a false report with the police which resulted in his incarceration–an act that he claims amounted to malicious prosecution. After a preliminary review of the matter, the Circuit Court found in favor of Rent-A-Center, ruling that the parties entered a valid and enforceable arbitration agreement which covered Pedigo’s claims. The Mississippi Supreme Court found, however, such ruling was made in error: though broad, the arbitration agreement did not contemplate Pedigo having to arbitrate his claim that Rent-A-Center maliciously swore out a criminal affidavit, causing his wrongful incarceration. Accordingly, the Court reversed the previous ruling and remanded the case to the circuit court for further proceedings. View "Pedigo v. Rent-A-Center, Inc." on Justia Law

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A jury awarded Ausbern Construction Company, Inc. (Ausbern) a verdict of $182,500 against Chickasaw County Engineer Edward Springer in his individual capacity for tortious interference with a road-construction contract. On appeal, the Mississippi Court of Appeals reversed the monetary judgment and rendered judgment in favor of Springer, holding the element of tortious interference that constitutes malice was not satisfied because Springer’s actions were not without right or justifiable cause. Though the lack of evidence demonstrating malice was dispositive to the decision to reverse and render, a majority of the Court of Appeals alternatively held that Ausbern’s claim against Springer had implicated the Mississippi Tort Claims Act and the trial court had erred by failing to grant Springer’s motion to dismiss due to lack of presuit notice. The Mississippi Supreme Court concluded the record did not support the Court of Appeals’ conclusion that Springer raised the issue of presuit notice in his motion to dismiss. Although Springer raised lack of notice as an affirmative defense in his answer to Ausbern’s first amended complaint, he simply argued that he was entitled to immunity in support of his motion to dismiss. The Court did not disturb the dispositive holding reached by the Court of Appeals resulting in the rendered judgment in favor of Springer; the Supreme Court granted certiorari review to resolve the Court of Appeals’ perceived conflict between Zumwalt v. Jones County Board of Supervisors, 19 So. 3d 672 (Miss. 2009), and Whiting v. University of Southern Mississippi, 62 So. 3d 907 (Miss. 2011). "Whiting" did not overrule, sub silentio, "Zumwalt" as the Court of Appeals presumed in reaching its alternative holding. The Supreme Court overruled Whiting to the extent it held that a claim for tortious interference with a contract was subject to presuit notice requirements of the Tort Claims Act. Ausbern’s claim against Springer in his individual capacity for tortious interference with the contract did not trigger the presuit notice requirements of the Tort Claims Act. View "Springer v. Ausbern Construction Co., Inc." on Justia Law

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After remand, the trial court ruled that H.A.S. Electrical Contractors, Inc. (HAS) failed to meet its burden of proving purposeful discrimination. Hemphill Construction Company was the general contractor on a project in Waveland, Mississippi, to rebuild a state park after Hurricane Katrina. Hemphill entered a subcontract with HAS (one of many entered into between these companies - both before and after the event complained of) to perform the electrical work. According to HAS, Hemphill did not pay HAS all it was owed under the subcontract. HAS sued Hemphill for breach of contract, quantum meruit, and conversion. After a three-day trial, the jury found in favor of Hemphill on both HAS’s claims and Hemphill’s counterclaim. However, the jury declined to award Hemphill monetary damages. The subcontract entitled the “prevailing party” to reasonable attorney’s fees and expenses. HAS filed a motion for new trial or, in the alternative, a motion for judgment notwithstanding the verdict (JNOV), arguing the trial court erred: (1) in allowing Hemphill to use two of its peremptory strikes to exclude two African Americans from the jury, arguing neither pretext nor purposeful discrimination; and (2) in not finding the unilateral attorney’s-fees provision of the contract to be unconscionable. The trial court denied HAS’s motion for new trial and alternative motion for JNOV. In its briefs appealing the trial court ruling to the Mississippi Supreme Court, HAS challenged the attorney’s-fees award and argued the trial court mishandled the Batson hearing when HAS challenged Hemphill’s use of peremptory strikes on the African-American jurors. The Supreme Court affirmed, finding HAS failed to prove: (1) purposeful discrimination in the jury selection process; (2) that the trial court’s ruling was clearly erroneous; or (3) that the trial court’s ruling was against the overwhelming weight of the evidence. Accordingly, the Court affirmed the jury’s verdict, the trial court’s denial of HAS’s motion for new trial, and the trial court’s post-judgment award of attorney’s fees to Hemphill. View "H.A.S. Electrical Contractors, Inc. v. Hemphill Construction Company, Inc." on Justia Law

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This appeal arose out of a breach-of-contract action between Marc Daniels, Sandra Daniels, Crocker & Associates, Inc., and Maxx Investments, LLC (collectively, “the Danielses”) and Dennis Crocker, Gail Crocker and Crocker, Ltd. (collectively, “the Crockers”). The Danielses entered into an Asset Purchase Agreement (the “Agreement”) with the Crockers to acquire Crocker & Associates, Inc. (“C&A”). Within eighteen months of the sale, C&A lost a number of important contracts and its employees resigned. The Danielses sued the Crockers for failing to disclose all material information about C&A as required by the Agreement. The Crockers answered the suit and brought counterclaims. After extensive discovery, the trial court granted the Crockers’ motion for summary judgment on the Danielses’ claims against them. The Danielses now appeal the trial court’s grant of summary judgment. Because the record contained a genuine issue as to material fact concerning the Danielses’ contract claims and negligent and fraudulent misrepresentation claims, the Mississippi Supreme Court concluded the trial court erred in granting summary judgment on these claims. Further, because the Court remanded these claims for a jury to determine if the Danielses were entitled to compensation, the Court reversed the trial court’s grant of summary judgment on the punitive damages claim. The Court affirmed in all other respects, and remanded the case for further proceedings. View "Daniels v. Crocker" on Justia Law

Posted in: Business Law, Contracts

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In a matter of first impression, the Mississippi Supreme Court addressed testamentary provisions in a contract. A provision in a lease stated that upon the lessor’s death, the lessor’s rights (primarily the right to receive lease payments) transferred to the lessor’s daughter, who was not a party to the lease. The lessor died, and the question presented under the facts of this case was whether the provision of the lease or the provisions of the lessor’s will determined the owner of the lease payments. The distinction turns on whether the instrument conveys any present interest to the grantee. The relevant question was when the interest vests in the grantee and whether it may be modified during the grantor’s life, not who has the right to prevent any interest from vesting. Because the grantee lacked a vested right, the provision at issue here was testamentary in nature and treated as a will. The parties agree the lease failed to comply with the statutory formalities required of a will, so the Supreme Court affirmed the Court of Appeals’ decision to reverse the chancellor’s decision finding the provision enforceable. View "Estate of Rose Greer v. Ball" on Justia Law