Justia Contracts Opinion Summaries

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

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

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

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

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

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

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

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

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

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