Justia Mississippi Supreme Court Opinion Summaries

A state port authority and a group of related companies entered into a series of letters of intent (LOIs) regarding the possible expansion and operation of a port facility. The final LOI, signed in December 2019, included provisions for confidentiality, exclusivity, and certain legally binding terms, but also stated that it was not a binding agreement to consummate the potential transaction. The port authority’s board approved the LOI and several subsequent extensions, but the board minutes did not include the terms or conditions of the LOI. After negotiations failed, the port authority terminated the LOI. The companies claimed significant losses and alleged the port authority had breached the LOI and misused confidential information.The Harrison County Circuit Court found that the LOI was unenforceable under Mississippi’s “minutes rule,” which requires that public board contracts be sufficiently detailed in the board’s official minutes. The court dismissed all claims based on the LOI, including breach of contract and quantum meruit, but allowed claims for unjust enrichment and misappropriation of trade secrets to proceed. Both parties sought interlocutory appeal, and the appeals were consolidated.The Supreme Court of Mississippi affirmed the lower court’s ruling that the LOI was unenforceable because the board minutes did not contain enough terms to determine the parties’ obligations, and held that the minutes rule was not superseded by the Open Meetings Act. The court also held that unjust enrichment, as an implied contract claim, was barred by the minutes rule and reversed the trial court’s denial of summary judgment on that claim. However, the court affirmed that the companies’ notice of claim regarding misappropriation of trade secrets was sufficient under the Mississippi Tort Claims Act. The case was remanded for further proceedings on the remaining claim. View "The Mississippi State Port Authority at Gulfport v. Yilport Holding A.S." on Justia Law