Articles Posted in Contracts

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Johnson Electric sued Robinson Electric Supply for numerous claims, including breach of contract, fraud, and a variety of other torts. Johnson asserted that Robinson Electric Supply carried out a fraudulent scheme to overcharge Johnson. Robinson Electric Supply counterclaimed for balances due on Johnson’s accounts. Both parties requested an accounting. The chancellor appointed a special master to hear the case due to its complexity and size of the amount in controversy. The chancellor stayed discovery until the special master could release her findings; however, the chancellor also ordered Robinson to release numerous business records sought by Johnson. Before the accounting was concluded by the special master, Johnson Electric was administratively dissolved, and as a result, the chancellor dismissed the claims brought on behalf of the corporation. After the special master released her recommendations and a supplemental report, the chancellor agreed with the special master’s findings and adopted the report. On appeal, Johnson challenged the chancellor’s decision to dismiss Johnson Electric from the lawsuit, the chancellor’s adoption of the special master’s report, and the chancellor’s decision to stay discovery until an accounting could be conducted by the special master. The Mississippi Supreme Court found that because Johnson Electric was administratively dissolved, it could not "maintain" a claim as a corporation under Mississippi law. Furthermore, the Court determined neither the chancellor's acceptance of the special master's report nor the chancellor's discovery rulings were an abuse of discretion. View "Wayne Johnson Electric Inc. v. Robinson Electric Supply Company, Inc." on Justia Law

Posted in: Business Law, Contracts

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Dorothy Smith sued her homeowner's insurance carrier, Mississippi Farm Bureau Casualty Insurance Company (“Farm Bureau”), after Farm Bureau denied her claim based on the earth-movement exclusion in the policy. Smith filed suit against her home builder, Larry Brown, d/b/a Brown’s Construction Company, and Farm Bureau after learning that her home’s foundation was defective. Smith filed a claim for the repair of the foundation. Farm Bureau filed a motion for summary judgment, which was denied by the trial court. Farm Bureau then filed a petition for interlocutory appeal by permission, which the Mississippi Supreme Court granted. The Supreme Court found the trial court erred in denying Farm Bureau’s motion for summary judgment: the earth-movement exclusion was unambiguous and excluded coverage for the property damage suffered by Smith. View "Mississippi Farm Bureau Casualty Insurance Company v. Smith" on Justia Law

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An interlocutory appeal went before the Mississippi Supreme Court after a circuit court denied Defendants’ motions for transfer of venue and summary judgment in a silica case. On appeal, F&S Sand, Inc.; F&S Sand Abrasive Company, Inc.; Dependable Abrasives, Inc. (Dissolved); Mississippi Valley Silica Company, Inc.; Empire Abrasive Equipment Corporation; Dravo Basic Materials Company, Inc.; and American Optical Corporation (collectively, “Defendants”) asked the Supreme Court to review whether venue was proper in Jefferson County and whether the claim was time-barred by the statute of limitations. The Court reversed the Circuit Court’s denial of summary judgment and rendered judgment in favor of Defendants: the venue issue was moot because the claim was time-barred. View "F & S Sand, Inc. v. Stringfellow" on Justia Law

Posted in: Business Law, Contracts

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Land Holdings I, LLC, d/b/a Scarlet Pearl, LLC (“Casino”), sought to expunge a lien filed by GSI Services, LLC (“GSI”). The chancellor denied the Casino’s petition to expunge the lien because GSI performed work at the Casino within ninety days of filing its lien. Finding no error, the Mississippi Supreme Court affirmed the chancellor’s order. View "Land Holdings I, LLC d/b/a Scarlet Pearl, LLC v. GSI Services, LLC" on Justia Law

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In a contract dispute between film producer Adam Rosenfelt and the Mississippi Development Authority ("MDA"), Rosenfelt claimed the MDA promised loan guarantees so he could make movies in Mississippi. He made one film, which was not financially successful, and the MDA refused to guarantee the loan for his next project. Rosenfelt claimed the MDA breached a contract with him, personally. The Mississippi Supreme Court concluded Rosenfelt lacked standing to file suit: the actual documents showed any agreement was between the MDA and one or more LLCs, not Rosenfelt personally. Furthermore, the Court determined no error has been shown as to the dismissal of one of those LLCs, Element Studios, LLC, for want of standing. View "Rosenfelt v. Mississippi Development Authority" on Justia Law

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From November 2004 to January 2011, The Door Shop, Inc., used $36,081.86 of electricity from Alcorn County Electric Power Association (ACE). But because of a billing error, it was charged only $10,396.28. Upon discovering the error, ACE sought to recover the $25,658.58 difference via supplemental billing. The Door Shop refused to pay, which prompted ACE to file suit. ACE maintained that The Door Shop was liable for the underbilled amount and moved for summary judgment, which the circuit court granted. This appeal followed. Finding no reversible error, the Mississippi Supreme Court affirmed. View "The Door Shop, Inc. v. Alcorn County Electric Power Association" on Justia Law

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Singing River Health System a/k/a Singing River Hospital System (“Singing River”) sued KPMG, LLP, alleging separate counts of breach of contract and negligence and/or professional malpractice based on the audits KPMG performed for Singing River in fiscal years 2008 through 2012. Singing River alleged that KPMG failed to comply with the professional auditing and accounting standards expressed in GAAS (Generally Accepted Auditing Standards), GAGAS (Generally Accepted Government Auditing Standards), and GAAP (Generally Accepted Accounting Principles), which KPMG had agreed to follow. Singing River specifically alleged that KPMG’s audits were replete with computational errors and incorrect assumptions, and that KPMG had not performed basic tests to substantiate its opinions. Singing River separately alleged that KPMG was negligent and committed professional malpractice by failing to use the skill, prudence, and diligence other reasonable and prudent auditors would use in similar circumstances, as expressed in the GAAS, GAGAS and GAAP. Singing River alleged, inter alia, that, as a direct and proximate result of KPMG’s audits, Singing River was unaware that its employee-pension plan was underfunded by approximately one-hundred-fifty million dollars ($150,000,000.00). Further, Singing River alleged that it was unaware that it was not in compliance with certain bond covenants due to KPMG’s negligence. KPMG sought to compel arbitration of Singing River’s claims. The circuit court declined to order Singing River to arbitration. The Mississippi Supreme Court determined KPMG’s 2008, 2009, 2010, 2011, and 2012 letters were not spread across the Board’s minutes. The Court could not enforce these contracts or the dispute-resolution clauses attached to them. KPMG’s additional arguments concerning the delegation clause, collateral estoppel, and direct-benefit estoppel were without merit. The trial court’s order denying KPMG’s motion to compel arbitration was affirmed, and the case was remanded for further proceedings. View "KPMG, LLP v. Singing River Health System" on Justia Law

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John Morgan submitted a public records request to the Mississippi State Hospital (“MSH”) after it had awarded a contract for insurance plan administration to XLK International, LLC (XLK). Morgan, whose bid for the insurance plan administration contract had been unsuccessful, demanded access to all documents XLK had submitted in response to the state hospital’s request for proposal (RFP). XLK sought and obtained a protective order from the chancery court. The chancery court allowed Morgan to intervene and held a hearing on his Motion to Set Aside Protective Order. The chancery court ruled that the documents XLK had submitted in response to MSH’s RFP were not subject to disclosure under the Mississippi Public Records Act, with the exception of the contract between MSH and XLK. Because the chancery court correctly applied the Mississippi Public Records Act, the Mississippi Supreme Court affirmed its judgment. View "Morgan v. XLK International, LLC" on Justia Law

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The chancery court examined the principles underlying quantum meruit and found that Vincent Castigliola and David Kiyhet, attorneys for the estate of Dane Eubanks, should have been awarded attorneys’ fees from two minors out of a settlement they, and only they, obtained. After remand from the Mississippi Supreme Court, the chancery court again heard arguments as to whether Castigliola and Kiyhet should be awarded attorneys’ fees from the two minors based on quantum meruit out of the settlement they obtained. The remand required that the chancery court make specific findings of fact. This time, without making any findings of fact and without any contradictory evidence being introduced, the chancery court reversed course and found that the factors for quantum meruit were not met. Because the chancery court failed to follow remand instructions by failing to make findings of fact, and, because no contradictory evidence was adduced suggesting the factors for quantum meruit were suddenly not met, the Supreme Court reversed and remanded the case for a further determination of attorneys’ fees. View "In the Matter of the Estate of Dane Richard Eubanks, Deceased" on Justia Law

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Phillip Moore, Gloria Moore, and Katelyn Moore sued Olshan Foundation Repair of Jackson, LLC (Olshan), and Wayne Brown. Olshan and Brown sought to compel arbitration pursuant to an arbitration provision within a contract between Phillip Moore and Olshan for the repair of the foundation of the Moores’ home. The circuit court ordered Phillip and Gloria Moore to arbitrate their claims. But because the circuit court declined to order Katelyn Moore to the arbitral forum, Olshan and Brown appealed. Finding that Katelyn Moore was neither a third-party beneficiary to the foundation-repair contract nor was she bound by direct-benefit estoppel, the Mississippi Supreme Court found Katelyn Moore’s claims, including negligence and intentional/negligent infliction of emotional distress, were wholly independent of the terms of the contract to which she was not a party. As such, Olshan was not allowed to enforce an arbitration clause respecting Katelyn Moore’s claims, which were unrelated to the contract. View "Olshan Foundation Repair Company of Jackson, LLC v. Moore" on Justia Law