Justia Business Law Opinion Summaries

The plaintiffs (collectively "Tellus") alleged that they owned the "shallow gas" rights in a tract of land known as the Bilbo A Lease. While ownership of the shallow gas was disputed, all parties agreed that the defendants (collectively "TPIC") owned the gas rights below 8,000 feet and the oil rights in both the shallow and deep zones. In 2004, Tellus sued TPIC, alleging that it had produced Tellus's shallow gas through one if its wells known as the A-1 well. After much pretrial litigation and a two-month jury trial, the trial judge declared that the plaintiffs were the rightful owners and submitted the plaintiffs' conversion and negligence claims to a jury. The jury returned a general verdict in favor of the defendants, and both sides appealed. Finding no reason to reverse, the Supreme Court affirmed the jury verdict and the trial court's declaratory judgment. View "Tellus Operating Group, LLC, v. Texas Petroleum Investment Co." on Justia Law

Twenty-year-old Xavier Zurndell Moore pled guilty to manslaughter for the shooting death of his mother's live-in boyfriend, Robert Williams. The fatal bullet had been purchased from the Walmart in Indianola, Mississippi. Robert's daughter and his estate filed a wrongful-death suit against Walmart, alleging that it unlawfully had sold ammunition to the underage Moore and that the sale proximately had caused Robert's death. The trial court granted summary judgment for Walmart based on this Court's decision in "Robinson v. Howard Brothers of Jackson, Mississippi," (372 So. 2d 1074 (Miss. 1979)). In that case, the Supreme Court held that, even though the store had violated federal law by selling a firearm and ammunition to a minor, the minor's subsequent murder of a third party had not been foreseeable; the seller, therefore, was not civilly liable for the death. Based on "Robinson," the Court found that Moore's criminal act was not foreseeable and that Walmart reasonably could assume that Moore would follow the law. Therefore, the Court affirmed the grant of summary judgment in favor of Walmart. View "Williams v. Wal-Mart Stores East, L.P." on Justia Law

Edna Phillips filed suit against Tich K. Huynh, d/b/a Elegant Nails Salon, asserting negligence in operation, negligence in maintenance, and gross negligence against Elegant Nails based upon a corneal abrasion Phillips allegedly sustained when "something" hit her in the eye while she was having acrylic nails applied at Elegant Nails. Elegant Nails twice moved for summary judgment and twice was denied; the Supreme Court granted Elegant Nails's petition for interlocutory appeal after the second denial. Finding Phillips has not produced sufficient evidence to survive Elegant Nails' motion for summary judgment, the Court reversed the judgment of the circuit court and rendered judgment in favor of Elegant Nails. View "Elegant Nails v. Phillips" on Justia Law

For four years, subcontractor Precision Welding, Inc. provided construction services to Denbury Onshore, LLC, under an oral agreement. Denbury, claiming its contract with Precision was terminable at will, terminated the relationship in 2006. Precision filed suit, claiming Denbury had breached its obligation to keep Denbury on the job until the completion of the project. A jury found for Precision and awarded it $1,500,000 in damages. But because the oral contract between Denbury and Precision was for a particular hourly rate for work performed and not for any particular or definite time period, the Supreme Court held that the contract was terminable at will, and reversed the jury verdict. The Court remanded for a new trial on the issue of whether, under the circumstances, Denbury provided Precision reasonable notice of the termination and, if not, the damages it proximately caused. View "Denbury Onshore, LLC v. Precision Welding, Inc." on Justia Law

Gary Fordham, David Thompson, and Venture Sales, LLC appealed a chancery court order that dissolved Venture Sales pursuant to Mississippi Code Section 79-29-802 (Rev. 2009). Walter Ray Perkins owned 27.7 acres of land. Sometime in the late 90s, he was approached by Fordham and Thompson about a potential business venture involving his land. Perkins, Fordham, and Thompson eventually agreed that Fordham and Thompson would acquire the 438 acres of land that adjoined Perkins's land; the parties would combine their respective land, along with some cash, and form a venture to develop the land. Following the contributions, the operating agreement of Venture Sales was revised to reflect the arrangement. The parties signed the new operating agreement in 2000. In February 2010, Perkins filed an application for judicial dissolution of Venture Sales. Following a trial, the chancellor found that, based on the property's history, the company's inability to get funding for development, and the uncertainty regarding the economic climate in the area, it was not reasonably practicable to carry on the business of Venture Sales. The chancellor therefore ordered the company dissolved. Upon review, the Supreme Court determined that the chancellor's decision to order the dissolution of Venture Sales was not an abuse of discretion: substantial evidence existed supporting the chancellor's determination that it was not reasonably practicable for Venture Sales to carry on business in conformity with its operating agreement.

In 2006, Petitioner Chander Khurana was audited by the Mississippi State Department of Revenue (MSDR) and assessed taxes. Petitioner appealed the assessments to the Board of Review and eventually the full State Tax Commission, both of which affirmed the assessment. In 2007, Petitioner filed his appeal of the assessments to the Chancery Court; however he did not pay the taxes or post a bond at the time he filed his petition as required by statute. MSDR filed a motion for summary judgment and dismissal, arguing Petitioner failed to perfect his appeal. The chancellor denied the motion and ultimately affirmed the assessments. Petitioner appealed to the Supreme Court claiming the full Commission and chancery court acted arbitrarily and capriciously. MSDR cross-appealed, claiming the chancellor erred in denying its motion for summary judgment and dismissal. Upon review, the Supreme Court concluded Petitioner failed to comply with the statutory requirements of paying the tax or bond. Therefore, the chancery court did not have appellate jurisdiction over Petitioner's appeal, and should have granted MSDR's motion for summary judgment and dismissal. The Court reversed the judgment of the chancery court and rendered judgment for the Mississippi Department of Revenue. Because the chancery court should not have reached the merits of the case, the chancery court's order affirming the assessments was vacated. The order of the Commission remained in effect.

Roxco, Ltd., was hired as the general contractor for several public-construction projects for the State of Mississippi, including four building projects at the University of Mississippi, Jackson State University, and Alcorn State University. State law requires that a certain percentage of the cost of construction be retained to ensure completion. However, Mississippi Code Section 31-5-15 (Rev. 2010) allows the contractor to access that retainage by depositing with the State other acceptable security. Pursuant to Section 31-5-15, Roxco substituted securities valued at $1,055,000, deposited in a safekeeping account at Trustmark National Bank. Upon being notified of Roxco's default, the State instructed Trustmark to transfer the funds from the treasury bills into the state treasury account. By letter, Roxco directed Trustmark not to transfer the funds from the treasury bills to the State's account. Notwithstanding Roxco's letter, Trustmark deposited the funds into the State's account. Roxco filed suit against Trustmark for breach of contract and conversion. Trustmark argued that Section 31-5-15 permitted the release of the funds in the safekeeping account. A jury found in favor of Roxco and awarded $3,720,000 in damages. Aggrieved, Trustmark appealed. Finding that the trial court should have granted the motion for judgment notwithstanding the verdict, the Supreme Court reversed and remanded for further proceedings.

These three consolidated appeals (all springing from a divorce granted in 1994) presented thirty-eight issues including one of first impression. A judgment creditor served writs of execution on two corporations whose restricted stock was owned by the judgment debtor, who then sold his stock back to the corporations. The chancellor dismissed the writs, holding that the sale of stock rendered them moot. Upon review of the case, the Supreme Court held that statutory restrictions on the transfer of restricted shares of corporate stock apply to both voluntary and involuntary transfers of the shares; that after a judgment creditor serves a corporation with a writ of execution regarding one of its shareholders, repurchasing the shareholder’s shares will not excuse the corporation from responding to the writ of execution by filing the statutorily required sworn statement; and that the judgment creditor may (to the extent allowed by Mississippi statutes and other applicable law) execute on all benefits due the judgment debtor by the corporation, including the purchase price of the judgment debtor’s stock. Because the Court reversed the chancellor on three issues and remanded for a new trial, and because the chancellor's resolution of those issues may affect the outcome of others, the Court held that all issues not specifically resolved in this opinion could be presented by the parties to the chancellor for adjudication.

Lamar Hooker appealed a chancery court's grant of Stephen Greer's Motion for Partial Summary Judgment, in which the court awarded attorney's fees to Greer based on Hooker's improper filing of a lis pendens, and Greer's Motion for Summary Judgment on Hooker's counterclaim. Greer and Hooker knew each other for more than thirty years, having worked together in multiple business ventures. In early 2002, Greer and Hooker entered into an agreement for the purchase, development, and sale of two tracts of land to which each made monetary contributions and participated in certain decisions regarding the development and marketing of the properties. In September 2003, Greer sent a letter to Hooker in which he cancelled their business arrangement. In this letter, he characterized the relationship as a "proposed joint venture" and declared such proposed venture "null and void." Greer claimed the venture was predicated on Hooker's ability to put up one half of the initial capital investment to purchase the properties, and that Hooker had failed to do so. Upon review, the Supreme Court affirmed the trial court's finding that the lis pendens was improperly filed. However, because the trial court based the attorney's fees award on an improper interpretation of the Litigation Accountability Act, the Court reversed the judgment, vacated the award, and remanded for further consideration. Finally, the Court affirmed the trial court's grant of summary judgment for Greer on Hooker's counterclaim, holding that his claim was subject to a three-year statute of limitations and was thus time-barred.

Defendants Arvind Kumar, individually and d/b/a Holiday Inn of Columbus, Tony Savage, and Tracey Savage appealed a circuit court's denial of their motion to set aside a default judgment which was entered against them based on a complaint filed by Plaintiff Shanna Loper. Before the complaint was filed, Defendants' attorney, Ed Pleasants, had written a letter to Plaintiff's attorney denying her claims. However, once the complaint was filed in circuit court, Defendants did not file a formal answer to the complaint. The only further communication Loper’s counsel received from Pleasants was a phone call stating that he would no longer be representing Defendants. After a default judgment as to liability was entered, without notice to Defendants, the circuit court set a date for a hearing to assess damages, again without notice to Defendants. The Court of Appeals found that, since Defendants clearly expressed their intent to defend against Plaintiff's claims, they were entitled to notice prior to the entry of the default judgment. The Court of Appeals reversed the judgment of the circuit court and remanded the case for further proceedings. Thereafter, the Supreme Court granted Plaintiff's petition for a writ of certiorari. Finding that the circuit court's denial of Defendants' motion to set aside the default was an abuse of discretion, the Court vacated the Court of Appeals and remanded the case back to the circuit court for further proceedings.