Justia Business Law Opinion Summaries

The Mississippi Department of Revenue assessed taxes, penalties, and interest against Isle of Capri Casino, Inc. and its affiliated entities for tax years 2004, 2005, 2006, and 2007. The Department based the assessment on the application of the license fees as a credit, claiming that only the tax liability of four Isle of Capri entities that actually held the licenses were eligible for offset, and could not benefit the affiliated group as a whole. Isle of Capri appealed the Department's assessment first to the Board of Review and then to the Board of Tax Appeals; both affirmed the assessment with minor changes. Isle of Capri appealed again, and the chancery court granted summary judgment in its favor. The Department subsequently appealed. Finding no error in the chancery court's decision, the Supreme Court affirmed. View "Mississippi Department of Revenue v. Isle of Capri Casino, Inc." on Justia Law

In 2007, Plaintiff Chris Snopek proposed working on the concept of a multi-use sports complex to be built on land in Madison. The parties collaborated over the designs and plans for the complex, and entered into a letter of intent. The letter of intent expired, but Snopek alleged that the parties continued to move forward with the project. Years later, Snopek contacted D1 TN, a Tennessee company, with regard to working on the project. Snopek introduced D1 TN to St. Dominic. In late 2011, D1 TN published its collaboration with D1 TN in the building of the facility in Madison, with no mention of Snopek (or his companies, Joshua Properties, LLC and Performance Sports Academy, LLC). Snopek filed suit against St. Dominic, D1 TN, alleging breach of fiduciary duties, misappropriation of trade secrets, tortious interference with prospective advantage, unfair competition, civil conspiracy and usurpation of business opportunity. On interlocutory appeal to the Supreme Court, Snopek argued the trial court erred in dismissing D1 TN for lack of personal jurisdiction. Finding that personal jurisdiction existed over D1 TN, the Supreme Court reversed the trial court’s order. View "Joshua Properties, LLC v. D1 Sports Holdings, LLC" on Justia Law

Defendants Phillips Brothers, Kilby Brake Fisheries, LLC, and Harry Simmons appealed a judgment entered in favor of Ray Winstead on numerous shareholder and employment claims. In September 2009, Winstead filed a complaint against Kilby Brake, Harry Simmons, Chat Phillips, Simmons Farm Raised Catfish, Inc., Five Mile Fisheries, Inc., and H.D. Simmons Corp. and Phillips Brothers, LP. Winstead alleged that Simmons and Phillips Brothers had failed to pay him his agreed-upon salary, asserting claims of fraud, breach of fiduciary duty, corporate freeze-out, conversion, slander, slander per se, and tortious interference with business relations. He also requested an accounting and dissolution of the LLC. The issues raised by the three remaining defendants in this appeal fell into six categories: (1) whether the admission of testimony regarding an oral agreement for cash contributions violated the parol evidence rule; (2) whether there was sufficient evidence to support Winstead’s award for fraud; (3) whether there was sufficient evidence to support Winstead’s award for corporate freeze-out; (4) whether there was sufficient evidence to support Winstead’s award for breach of fiduciary duty; (5) whether Kilby Brake was entitled to a new trial; (6) whether Winstead met the requisite elements of slander per se. Finding multiple errors, the Supreme Court reversed and remanded in part; and remanded in part. View "Phillips Brothers v. Winstead" on Justia Law

Dr. Adolfo P. Morales sued Jackson HMA, LLC., d/b/a Central Mississippi Medical Center (Jackson HMA) for breach of contract. A jury awarded Morales substantial damages. Jackson HMA filed a "Motion for Judgment Notwithstanding the Verdict, and, in the alternative, For a New Trial" and a "Motion for Amendment of Judgment." The Circuit Court denied the post-trial motions and Jackson HMA filed this appeal. In 2004, a recruiter for Jacksom HMA sent Morales a "letter of intent" outlining Jackson HMA's proposed offer. The letter twice stated that the proposed offer required "preapproval" by "Corporate" (HMA). Although not requested or provided for, Morales signed and returned the letter. On it he wrote "I agree to all and accept the terms of your offer." At trial, Morales acknowledged that this letter was not a contract, as it "no doubt" required preapproval from the corporate office. Subsequently, Jackson HMA sought approval from corporate HMA, but corporate did not approve the terms. Jackson HMA's CEO impressed upon corporate the need for an ophthalmologist and suggested new terms to corporate which reduced the guaranteed amount and period by half. The CEO received approval of these reduced terms from an HMA vice-president for the eastern part of the United States. Thereafter, the recruiter sent Morales a second letter detailing the new "terms of our offer" which reflected the reduced guarantees approved by corporate HMA. The letter lacked the phrase "letter of intent" and also made no reference to a requirement of corporate approval of the terms. The letter included the language, "[b]y signing and returning this letter, you will confirm your commitment to entering into a contractual agreement . . . . Accordingly we will begin the process of assimilating contract documents for your review." Morales signed the document, but approval never arrived. In early March 2005, the recruiter informed Morales that the contract had not been approved. In late 2005, Morales filed suit alleging that Jackson HMA had breached its contract with him. The jury returned a verdict in favor of Morales. Jackson HMA appealed. After its review, the Supreme Court concluded that Morales presented sufficient evidence for the jury to find that a contract existed. However, Morales presented insufficient evidence to support the jury's damages award. The Court affirmed the judgment for Dr. Morales, but reversed on the issue of damages and remanded this case to the Circuit Court for a new trial solely on damages. View "Jackson HMA, LLC v. Morales" on Justia Law

The Circuit Court imposed a joint and several monetary sanction for "intentional discovery violations" against Eaton Corporation, its Mississippi attorney, Michael Allred, and two Wisconsin attorneys for Eaton, Michael H. Schaalman and Gregory T. Everts. The circuit court also dismissed with prejudice all of Eaton's claims against Frisby Aerospace and related parties, for "improper ex parte and fraudulent contacts" between attorney Ed Peters and then-presiding Circuit Judge Bobby DeLaughter. Eaton and Allred appealed the monetary sanction. Eaton also appealed the dismissal of its lawsuit against Frisby. The matter stemmed from a 2004 lawsuit in which Eaton Corporation (Eaton), represented by Allred, alleged six engineers formerly employed by Eaton and subsequently hired by Frisby in 2001 had stolen proprietary information and trade secrets from Eaton. Frisby filed a countersuit against Eaton, alleging, inter alia, defamation. Finding no reversible error, the Supreme Court affirmed the circuit court's imposition of monetary sanctions for discovery abuses and its decision to dismiss Eaton's claims against Frisby. View "Eaton Corporation v. Frisby" on Justia Law

The parties in this case agreed to a compromise to settle an ongoing dispute regarding the ownership of a company while they were actively litigating the issue. The general terms of the compromise were jotted down on a piece of lined writing paper, then submitted to the court with the understanding that a formal typewritten agreement would follow. When a dispute arose as to a provision in the subsequent formal version, the issue was submitted to an arbitrator. The arbitrator found the initial, handwritten agreement, which did not contain a disputed third-party consent clause, to be binding and enforceable. The issue before the Supreme Court was whether the arbitrator’s decision should have been vacated due to his refusal to consider parol evidence of the condition precedent. Finding no statutory grounds to disturb the arbitrator’s decision, the Supreme Court affirmed the trial court and the arbitrator. View "Robinson v. Henne" on Justia Law

Plaintiffs, two shareholders of a closely held corporation, attempted to tender their shares to the corporation pursuant to a buy-sell agreement. Dissatisfied with the corporation's offer to purchase, the two shareholders sought relief in Chancery Court, and the court submitted the matter to binding arbitration to determine the stock's value as required by the contract. However, the chancellor rejected the arbitrator's valuations and ordered the corporation to buy the plaintiffs' stock at a much higher purchase price. The corporation appealed the chancellor's rejection of the arbitration award, and plaintiffs cross-appealed, claiming that they were entitled to additional damages, including prejudgment interest. Finding no legal basis for setting aside the arbitration award, the Supreme Court reversed the chancery court and reinstated the arbitration award. View "Bailey Brake Farms, Inc. v. Trout" on Justia Law

H. Gordon Myrick, Inc. (Myrick) contracted with Harrison County Commercial Lot (HCCL) to build HCCL an executive office building. The parties' contract contained an arbitration provision, which excluded aesthetic-effect claims from arbitration. The issue before the Supreme Court in this case concerned which, if any, of the parties' claims were subject to arbitration. The trial court determined that the arbitration agreement was valid and ordered arbitration on designated, nonaesthetic claims. HCCL appealed and Myrick cross-appealed. Upon review, the Supreme Court found that the parties' claims were without merit, "but it is difficult to determine why the trial court ordered certain punch-list items to arbitration and others not. Thus, [the Court] remand[ed the case] to the trial court to provide further explanation on the punch-list items alone." View "Harrison County Commercial Lot, LLC v. H. Gordon Myrick, Inc." on Justia Law

This case concerned whether preneed contracts for funeral services were unilaterally transferable by customers from the original service provider, Waller Funeral Home (Waller), to another service provider, Coleman Funeral Home (Coleman). Customers who had contracted with Waller had prepaid the costs of their funeral services and merchandise, and Waller had placed their money in a trust maintained by the Mississippi Funeral Directors Association ("the Trust"). Coleman, along with Aubrey Parham, who previously had contracted with Waller for prepaid funeral services, filed a declaratory action asking the trial court to find that the prepaid funeral services contracts issued by Waller to its customers were unilaterally transferable by those customers to Coleman. Waller filed a counterclaim that alleged tortious interference with its contracts, false advertising, and defamation. Waller argued in its motion for partial summary judgment, and the trial court agreed, that the contracts were valid, enforceable, irrevocable and nontransferable, and, thus, granted Waller’s motion. Ultimately, the jury found in favor of Waller on all issues presented at trial and awarded both actual and punitive damages. Post-trial, upon the motion of Coleman, the circuit court reduced the punitive damages to $0 due to Coleman’s representation to the court that it had a negative net worth. Waller was awarded attorneys’ fees. Both parties have appealed the trial court’s final judgment. Upon review, the Supreme Court found that the trial court erred in allowing Waller to adduce speculative evidence about its alleged damages (future lost profits) for its contracting customers who are living, for whom no goods or services have been provided, on behalf of whom no payment from the Trust has been made to Coleman, and whose preneed funeral services contracts with Waller were found to be valid, binding, and nontransferrable. Accordingly, the Court remanded the case for a new trial on damages. View "Coleman & Coleman Enterprises, Inc. v. Waller Funeral Home" on Justia Law

This interlocutory appeal stemmed from litigation concerning a contract dispute among Williams Transport, LLC (Williams Transport), Driver Pipeline Company, Inc. (Driver Pipeline), Buckley Equipment Services, Inc. (Buckley Equipment), and other unnamed defendants. Based on an arbitration clause in the contract, Driver Pipeline filed a motion to compel arbitration. The trial court denied the motion to compel arbitration as well as a subsequent motion for reconsideration. Driver Pipeline filed a petition for interlocutory appeal, which the Supreme Court accepted as a notice of appeal. Finding no error by the trial court in denying Driver Pipeline's motion to compel arbitration, the Supreme Court affirmed. View "Driver Pipeline Company, Inc., Buckley Equipment Services, Inc. v. Williams Transport, LLC" on Justia Law