Justia Contracts Opinion Summaries

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

In April 2012, Bobby Gibson signed a contingency fee contract with Barry Wade Gilmer and the Gilmer Law Firm regarding a legal malpractice case. When the contract was signed, Seth Little, an associate of the Gilmer Law Firm, was assigned to the case. During the summer of 2013, Little left the Gilmer Law Firm and began working for Chuck McRae at the McRae Law Firm. Little continued to work on Gibson’s case while employed at the McRae Law Firm. A settlement was ultimately reached in Gibson’s case, but the McRae Law Firm never received any money. McRae hired Michelle Biegel and Bettie Ruth Johnson to sue Gilmer over the attorneys’ fees generated by the settlement of the legal malpractice case. Later, Gilmer filed a lawsuit against McRae, Little, Biegel, and Johnson, alleging, among other claims, that McRae, Biegel, and Johnson committed civil conspiracy. Gilmer’s suit was ultimately dismissed, and this appeal followed. After review, the Mississippi Supreme Court affirmed the trial court’s dismissal of Gilmer’s October 2, 2017 complaint and the trial court’s award of attorneys’ fees. The Court also concluded that the trial court did not abuse its discretion by denying Gilmer’s amended motion to amend. Finally, the Supreme Court found that Gilmer was procedurally barred from raising the issue of whether the trial court abused its discretion by assigning the costs of the interlocutory appeal to Gilmer. View "Gilmer v. McRae, et al." on Justia Law

A Mississippi trial court denied Watercolor Salon LLC’s motion for a temporary restraining order and preliminary injunction filed against Watercolor’s former employee Nealie Hixon. The motion was based on an employment, confidentiality, and noncompetition agreement. Because Nealie was twenty years old and thus legally a minor when she entered the agreement, the trial court held the agreement was unenforceable. On appeal, Watercolor argues its employment agreement meets the statutory exception that permits minors eighteen years or older to enter into enforceable contracts “affecting personal property.” The Mississippi Supreme Court found Watercolor's logic was flawed and stretched the statutory minor disability exception too far. "Just because an employment contract restricts an employee from taking intellectual property or covers what happens upon breach or termination does not completely change the fundamental nature of the contract. And here the fundamental nature of the contract was a noncompetition agreement that Nealie would give up her ability to work in a certain geographical area for a fixed time in exchange for continued employment at a higher hourly wage. So this employment contract was simply a contract affecting Nealie’s right to work, not her personal property. Thus, the statutory exception does not apply. And because Nealie disaffirmed the contract, it is unenforceable against her." The Court affirmed the denial of Watercolor's motion for injunctive relief, which was based solely on the unenforceable agreement. Whether Watercolor had any remaining claims against Nealie that were not based on the contract, such as the taking of trade secrets, remained to be determined on remand. View "Watercolor Salon, LLC v. Hixon" on Justia Law

Jernigan Copeland Attorneys, PLLC (JCA), a law firm practicing out of Ridgeland, Mississippi, filed suit against Shad White, in his official capacity as auditor for the state of Mississippi, seeking to recover damages for services rendered and for the reimbursement of costs and expenses owed to a public relations firm. A circuit court found that, because discovery had not been completed in the case, genuine issues of material fact remained. Thus, it denied the office of the state auditor’s (OSA) motion to dismiss or, alternatively, for summary judgment. Because JCA failed to submit evidence creating a genuine issue of material fact that the employment contract complied with statutory requirements, and because JCA’s alternative claims were barred by the applicable statute of limitations, the Mississippi Supreme Court reversed the trial court’s denial of summary judgment. View "White v. Jernigan Copeland Attorneys, PLLC" on Justia Law

Broadband Voice, LLC, d/b/a Fuse.Cloud, LLC (Fuse), appealed a circuit court's dismissal of its complaint with prejudice. Fuse argued that it was entitled to $116,984.02 in early-termination fees from the four contracts it had with Jefferson County (the County). Fuse also argued that the trial court erred, inter alia, by denying its motion for judgment on the pleadings. Because the early-termination provision in Fuse’s contract with the County was unenforceable, the Mississippi Supreme Court found trial court did not err by denying Fuse’s motion for judgment on the pleadings or by dismissing Fuse’s complaint with prejudice. View "Broadband Voice, LLC v. Jefferson County, Mississippi" on Justia Law

The issue this appeal presented stemmed from a circuit court's grant of summary judgment to First American Title Company (First American) and its grant of a declaratory udgment to Pinehaven Group, LLC (Pinehaven), against Singing River Health System Ambulatory Services (AS). Singing River Health System (SRHS) informed AS that its real estate purchase from Pinehaven ten years before was void for lack of ratification by the Jackson County Board of Supervisors (the board). AS sought to void the purchase and to recover from Pinehaven and First American. The circuit court held that AS’s purchase from Pinehaven was valid and enforceable. Finding that no factual dispute that the contract was valid and enforceable existed, the Mississippi Supreme Court declined to address the other issues presented on appeal that were based on the alleged ratification requirement. "AS properly considered, approved, and executed the contract for its purchase of the Pinehaven property. As such, we affirm the circuit court’s decision that lack of ratification did not render the Pinehaven purchase void." View "SRHS Ambulatory Services, Inc. v. Pinehaven Group, LLC, et al." on Justia Law

Ernest Jones appealed a circuit court’s grant of summary judgment in favor of the Board of Trustees of the State of Institutions of Higher Learning of the State of Mississippi (IHL) because the doctrine of judicial estoppel barred his claims. Jones became the head football coach at Alcorn State University. Subsequently, he filed a breach of contract action against the IHL on in 2008. Jones was fired in January 2009. In October 2015, Jones petitioned a bankruptcy court in Florida for protection from his creditors. Jones failed to disclose the breach of contract suit against the IHL in the bankruptcy schedule’s “list of suits and administrative proceedings to which the debtor was a party within one year immediately preceding the filing of this bankruptcy case.” A jury returned a verdict in Jones’ favor in his breach of contract suit. On the day of the verdict, he voluntarily dismissed his bankruptcy proceeding. IHL moved for a judgment notwithstanding the verdict, and the circuit court set aside the verdict. Then in April 2017, while Jones’s appeal was pending before the Court of Appeals, he filed a second bankruptcy petition, this time, Jones proposed and filed a Chapter 13 plan. Despite the pending appeal, Jones again failed to disclose the IHL suit to the bankruptcy court, attesting under oath that no such claims existed. The Court of Appeals reversed and remanded the IHL suit. Back at the circuit court, IHL moved for summary judgment, arguing judicial estoppel barred Jones from recovery. Within ten days of the IHL’s seeking dismissal, Jones moved to amend his bankruptcy plan and for the first time disclosed the IHL lawsuit. Thereafter, the circuit court held a hearing on the IHL’s motion for summary judgment. The Mississippi Supreme Court found no abuse of the circuit court’s discretion in applying judicial estoppel to the facts found in this record. View "Jones v. Alcorn State University, et al." on Justia Law