Justia Contracts Opinion Summaries

At Home Care, Inc. filed suit against RiverHills Capital Corporation and others for breach of contract, fraud, and for quiet title surrounding a lease on real property that At Home Care purchased. RiverHills Capital Corporation filed a motion to transfer the case to chancery court, alleging that the chancery court had subject-matter jurisdiction because, in essence, At Home Care could not succeed on the merits of its legal claims. The circuit court denied its motion. Because the circuit court did not err by denying the motion to transfer, the Mississippi Supreme Court affirmed and remanded this case to the circuit court. View "Riverhills Capital Corporation, et al. v. At Home Care, Inc." on Justia Law

Construction firm Brasfield & Gorrie, LLC, received the prime contract to expand the University of Mississippi Medical Center Children’s Hospital in 2017. Electrical contractor McInnis Electric Company secured the winning bid to install the electrical and low voltage systems package for the project and subsequently signed a subcontract with Brasfield & Gorrie. Terms of the subcontract incorporated the prime contract, which were related to the same project by reference. The contract provided that work was set to begin on the project on February 15, 2018. However, McInnis, was directed not to report on site until June 4, 2018, and, due to delays, was unable to begin until July 23, 2018. As work progressed, the schedule allegedly became delayed as a result of Brasfield & Gorrie’s failure to coordinate the work of the various subcontractors. McInnis averred that Brasfield & Gorrie’s failure to coordinate and facilitate the work of the various subcontractors worsened as the project progressed, and Brasfield & Gorrie experienced turnover in management. This failure allegedly delayed McInnis’s work, which was not on the path toward completion, supposedly through no fault of its own. Construction issues were amplified when on March 11, 2020, Mississippi experienced its first reported case of COVID-19. On April 1, 2020, the Mississippi Governor instituted a shelter in place order in response to the ongoing pandemic, requiring certain nonessential businesses to close and recommending social distancing to reduce the spread of the coronavirus in Mississippi. The children’s hospital was not classified as an existing infrastructure as it was a nonoperational work in progress and thus was not subject to the executive order’s exception to the governmental shutdowns. By May 8, 2020, McInnis had suffered an approximately 40 percent loss in its workforce due to employees testing positive for COVID-19. Despite the decrease in the available workforce, Brasfield & Gorrie demanded McInnis perform under its contractual obligation. McInnis took measures to continue the work. Brasfield & Gorrie further declined requests for accommodation and instead terminated McInnis on May 13, 2020. The case before the Mississippi Supreme Court here stemmed from disagreements and a broken contract between the parties, contesting whether arbitration was appropriate to settle their disputes. The trial court compelled arbitration, and the Supreme Court affirmed. View "McInnis Electric Company v. Brasfield & Gorrie, LLC et al." on Justia Law

The facts of this case involved the formation of a promissory note between James Rhea and Career General Agency, Inc, GuideOne America Insurance Co. and Dennis Basden. The promissory note was allegedly signed in 2007 and paid off by 2017. Rhea filed this suit in 2018 claiming unconscionability, unjust enrichment, conversion and negligent infliction of emotional distress against Career General. Career General filed a motion to dismiss, asserting that the general three year statute of limitations expired in 2010. Rhea argued that under the doctrine of equitable estoppel and the continuing tort doctrine, the statute of limitations did not begin to run until he finished paying the note in 2017. In February 2020, the trial court granted Career General’s motion to dismiss finding that equitable estoppel and the continuing tort doctrine did not apply and that the statute of limitations barred Rhea’s claim. Ninety-nine days later, Rhea filed a “Motion for New Trial, Amended Judgment or Reconsideration under Mississippi Rule of Civil Procedure 59” stating that he had not received notice of the court’s order and asking the court to reconsider whether equitable estoppel and the continuing tort doctrine should apply. In June 2020, Career General responded to the Rule 59 motion and argued that Rhea had failed to present: (1) an intervening change in controlling law; (2) new evidence not previously available; or (3) a need to correct a clear error of law or prevent manifest injustice. But Career General did not raise the issue of timeliness in their response. After a hearing in April 2021, the trial court denied Rhea's motion. The Mississippi Supreme Court found after review that the Court of Appeals in this case reached the correct decision but for the wrong reason. Regardless of whether the parties or the court raised the issue of timeliness, the Supreme Court held the Court of Appeals correctly found that it did not have appellate jurisdiction to review the February 2020 order. The judgment of the Court of Appeals was thus affirmed. View "Rhea v. Career General Agency, Inc., et al." on Justia Law

A Mississippi circuit court granted law firm Campbell DeLong, LLP, a declaratory judgment against a former partner of the firm, Britt Virden, who had alleged breach of contract, among other claims. Virden appealed, and the Court of Appeals affirmed. On certiorari review, the Supreme Court found that Virden’s prewithdrawal claims were not precluded by a signed agreement, which only came into operation in the event of death, termination, withdrawal, or retirement of a partner. The Supreme Court therefore reversed the appellate and circuit court judgments and remanded the case for the circuit court to allow Virden an opportunity to maintain an action against his former firm for breach of an implied contract regarding partner compensation. View "Virden v. Campbell Delong, LLP, et al." on Justia Law

The General Council of the Assemblies of God (General Council) governed the Assemblies of God denomination. Its affiliate, the Mississippi District Council for Assemblies of God (District), governed the denomination’s local churches in Mississippi, including Gulf Coast Worship Center (GCWC) in Long Beach. In January 2017, Kevin Beachy, the pastor of GCWC, did not renew his credentials as an ordained pastor with the General Council, ultimately informing the District that he and GCWC intended to disaffiliate from the General Council. The District then informed Beachy that GCWC was being placed under District supervision. On March 19, 2017, the GCWC congregation voted to disaffiliate from the General Council. The congregation voted also to remove a reverter clause from its constitution and bylaws; this clause would have caused the GCWC’s property to revert to the District in the event that GCWC ceased operating as a “church body.” In November 2017, the District filed a chancery court petition for declaratory judgment and injunctive relief against Beachy and the GCWC board of trustees, Eddie Kinsey, Andre Mulet, and Kris Williams (collectively, Defendants). Both the District and Defendants moved for summary judgment. The trial court granted the District’s motion for summary judgment and denied Defendants’ motion. Defendants appealed. After review, the Mississippi Supreme Court determined that issues concerning disaffiliation, i.e., actions taken at the congregational meeting on March 19, 2017, and whether GCWC was under the District’s supervision, were church-governing matters. Thus, the ecclesiastical abstention doctrine deprived the chancellor of jurisdiction to address those claims. But the Supreme Court found genuine issues of material fact remained regarding ownership of property. Therefore, the Court reversed the chancellor’s grant of summary judgment to the District and remanded all issues concerning ownership of property for further proceedings. View "Beachy, et al. v. Mississippi District Council for Assemblies of God" on Justia Law

Penn-Star Insurance Company (Penn-Star) appealed a trial court’s denial of its motion for summary judgment. The Mississippi Supreme Court found after review of the trial court record that because the commercial general liability policy at issue did not cover the sustained losses, the trial court’s order was reversed, judgment was rendered in favor of Penn-Star, and this case was remanded to the trial court for consideration of the remaining issues. View "Penn-Star Insurance Company v. Thompson, et al." on Justia Law

Through an Asset Purchase Agreement, seller Huntcole, LLC (Huntcole), transferred to buyer 4-Way Electric Services, LLC (4-Way), all property necessary to conduct the refurbishment business. The Asset Purchase Agreement did not include the building where the refurbishment business was located. Instead, Huntcole leased that building to 4-Way through a separate Lease. Three years after buying the business, 4-Way announced it was moving to a new building in a different city. It began removing large pieces of commercial equipment it believed it had purchased from Huntcole to conduct the refurbishment business. Huntcole protested and argued that because the equipment was affixed to the building, it was not transferred to 4-Way through the Asset Purchase Agreement. The trial court ruled in favor of Huntcole, finding the affixed equipment had been excluded from the Asset Purchase Agreement. After its review, the Mississippi Supreme Court affirmed in part and reversed in part the trial court's judgment. The Supreme Court found that based on the plain language of the Asset Purchase Agreement, 4-Way, by purchasing all assets necessary to conduct the refurbishment business, did in fact purchase the very equipment needed to conduct the business. The Asset Purchase Agreement also clearly designated the equipment as personal property and not as building improvements or fixtures. The Supreme Court concurred with the trial court that 4-Way did not have the right to cause damage to the building in a way that breached the Lease. The case was remanded to the trial court to determine the appropriate amount of damages to repair the building in accordance with the Lease, and to recalculate Huntcole's attorney fees' awards. View "4-Way Electric Services, LLC v. Huntcole, LLC, et al." on Justia Law

George Healy IV (George) and George V. Healy IV & Associates, PLLC ("Healy PLLC") sued AT&T Services, Inc. for breach of contract due to AT&T’s reassignment of a 1-800 telephone number. In 2016, Healy PLLC switched its phone services to AT&T. Healy PLLC transferred the firm’s telephone numbers and existing 1-800 number to AT&T. In December 2017, AT&T contacted Healy PLLC to discuss the upgrade of its services. After the upgrade, AT&T would cause Healy PLLC’s telephone lines, including the 1-800 number, to ring through to Healy PLLC’s main line. In 2019, Healy learned that the recent upgrade did not properly incorporate the 1-800 number. George called the 1-800 the number and learned that it had been reassigned to a medical provider. Healy PLLC’s 1-800 number had been cancelled in July 2018 without notice. The chancellor ruled that AT&T had breached the contract with Healy PLLC but only awarded nominal damages. Also, the chancellor awarded Healy PLLC sanctions in the form of attorneys’ fees and expenses for a discovery violation under Mississippi Rule of Civil Procedure 37(c). Healy PLLC appealed the award of damages and sanctions. After review, the Mississippi Supreme Court affirmed the chancellor's decision with respect to nominal damages the Healy PLLC, but reversed the trial court’s decision to exclude George’s fee and remanded this matter to the chancellor for the chancellor to examine the appropriate amount of hours, work performed, and additional fees due to Healy PLLC based on George’s time records. View "George W. Healy, IV & Assoc., PLLC, et al. v. AT&T Services, Inc." on Justia Law

Wilburn Lord, Jr. agreed to sell SEL Business Services, LLP and Skip Lloyd (collectively, SEL) a building in Rolling Fork, Mississippi, for $60,000. SEL moved into the building and alleged to have begun making improvements and paying the taxes. But Lord never followed through with the sale. Instead, Lord sold the building to Sharkey Issaquena Community Hospital, a community hospital operated by Sharkey and Issaquena Counties (collectively, Hospital Defendants). SEL initially sought to enjoin the sale. In an amended complaint, in addition to seeking the injunction, SEL alleged Lord breached his contract with SEL to sell the building. SEL requested specific performance. Alternatively, SEL alleged detrimental reliance and promissory estoppel. SEL finally requested, “should the Court find that specific performance, promissory estoppel and/or equitable estoppel are somehow inapplicable and/or the Contract should not otherwise be enforced based on the principles of equity and/or other grounds/for other reasons, . . . [that] the Court disgorge all funds paid to Defendants and/or otherwise award all monetary damages available under Mississippi law.” Both Lord and the Hospital Defendants moved for summary judgment, claiming the statute of frauds barred not only SEL’s contract-based claim for specific performance but also any “derivative” equitable claims. Both the chancery and Court of Appeals relied on Barriffe v. Estate of Nelson, 153 So. 3d 613 (Miss. 2014) to conclude that the statute of frauds barred not just claims for equitable liens but all potential equitable remedies. The Mississippi Supreme Court granted SEL’s petition for writ of certiorari to overrule the erroneous Barriffe decision and to reinstate the Supreme Court’s long-standing equitable principles. Consequently, the Supreme Court affirmed in part and reversed in part the judgment of the Court of Appeals. Specifically, the Court reversed the chancellor’s dismissal of SEL and Lloyd’s equitable claims against Lord. The Court affirmed the chancellor’s judgment of dismissal as to the remaining defendants. The case was remanded to the chancery court for further proceedings. View "SEL Business Services, LLC v. Lord, et al." on Justia Law

Robert and Gloria Brewer (the Brewers) alleged Luxe Homes, LLC failed to comply with the terms of their construction contract, and they filed suit at the Hinds County Chancery Court for specific performance, damages, fees and a declaratory judgment. Luxe Homes claimed in a motion to transfer venue that, according to the terms of the contract, the parties agreed to Rankin County Circuit Court as their exclusive forum. The chancellor denied the motion to transfer venue, and Luxe Homes petitioned for interlocutory appeal. The Mississippi Supreme Court granted the petition, and found the chancellor abused her discretion by denying Luxe Homes’ motion to transfer venue when the venue clauses, agreed to by the parties, unambiguously required that the parties resolve their disputes exclusively in Rankin County Circuit Court. Accordingly, the Supreme Court reversed the order of the chancellor and remanded this case with instructions to transfer venue to Rankin County Circuit Court. View "Luxe Homes, LLC v. Brewer" on Justia Law