Justia Business Law Opinion Summaries

As a result of Hurricane Katrina, the Mississippi Windstorm Underwriting Association (MWUA) sustained great losses well in excess of its reinsurance. MWUA assessed its members to cover the loss. Members are required to share in MWUA’s expenses, profits, and losses based on their percentages of wind and hail insurance premiums written in the previous calendar year. After the initial assessments, several member companies complained that they had incorrectly reported the previous year's figures. The Board of Directors gave the members a one-time opportunity to submit corrected data (a true-up). Some members (most of whom did not submit corrected data) appealed the assessment following the true-up. The Board denied their appeals. The members appealed their claims to the Insurance Commissioner, and the Commissioner denied their requested relief. Thereafter, the members appealed the Commissioner’s decision to the chancery court, which granted the members relief on all but one issue. Aggrieved, MWUA appealed the chancery court's judgment, and the members filed a cross-appeal. MWUA presented eight issues on appeal to the Supreme Court. Upon review, the Supreme Court affirmed the chancellor's judgment on two issues: grouping and reinsurance allocation. But the Court reversed and remanded the chancellor's judgment on the remaining issues.

A fire destroyed a cotton-picking machine owned by Arcadia Farms Partnership. Though insurance coverage initially was denied, Audubon Insurance Company eventually paid Arcadia for the loss. Arcadia then filed suit against Audubon, asserting that Audubon's failure to submit prompt payment constituted a "bad faith breach of the policy terms." Audubon filed a motion for summary judgment. Audubon asserted that, since Arcadia had been paid on its claim prior to filing suit, Arcadia's only potential form of compensatory damages would be prejudgment interest. Yet according to Audubon, Section 75-17-7 of the Mississippi Code prohibited Arcadia from recovering prejudgment interest prior to the filing of the complaint. The trial court granted summary judgment for Audubon and denied Arcadia's motion for reconsideration or in the alternative, motion to amend its complaint to plead specifically for prejudgment interest. The Court of Appeals reversed, holding that Arcadia could seek prejudgment interest from the date of breach, prior to the filing of the complaint, and that the trial court had abused its discretion in denying Arcadia's motion to amend. Upon review, the Supreme Court agreed with the Court of Appeals, but granted certiorari to address some uncertainty in the law surrounding Section 75-17-7. The Supreme Court clarified that in contract cases, Section 75-17-7 does not restrict prejudgment interest to the post-complaint period; prevailing parties in a breach-of-contract suit may seek interest from the date of breach.

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. Pursuant to Section 31-5-15, in order to access the retainage on its state-construction projects, Roxco substituted securities valued at $1,055,000. These securities were 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 filed this appeal. Finding that the trial court should have granted Trustmark's motion for judgment notwithstanding the verdict, the Supreme Court reversed and remanded the case for further proceedings.

Charles Phillips and RJK Investments, LLC, appealed a circuit court's order dismissing with prejudice all of its claims pursuant to a compromise and settlement order entered in the United States Bankruptcy Court. Phillips, through RJK, owned and managed a restaurant franchise. After a fire damaged the restaurant, Defendants Joey Kelley and other creditors attempted to seize control of the remaining assets. Phillips and RJK sued the creditors on multiple grounds. While this case was pending, Phillips individually filed for Chapter 7 bankruptcy. The bankruptcy court's order plainly directed the trustee to execute an Order of Dismissal as to all claims in this action. The order released the defendants from any further responsibility and liability, which necessarily would include any claims of RJK. Accordingly, the Supreme Court found that the trial court did not err in dismissing Phillips' and RJK's suit.

The Mississippi Tax Commission (Commission) assessed a contractor’s tax against Walter Akins, d/b/a Akins Construction Company. Akins challenged the assessment administratively. After exhausting his administrative remedies, Akins appealed to the Chancery Court. The chancellor dismissed his complaint for failure to comply with Mississippi Code Section 27-77-7 (Rev. 2005), which required a taxpayer seeking judicial review to pay the amount ordered before filing the petition or attach a security bond, for double the amount in controversy, with the petition to appeal. Akins appealed to the Supreme Court, arguing that he was deprived of his right to due process because the appeal provisions codified in Section 27-77-7 are unconstitutional. Finding that the statute does meet constitutional standards and that Akins failed to pay the tax or post a bond in order to grant jurisdiction to the chancery court, the Court affirmed the chancellor's decision.

In 2005, Weight Watchers discovered that its bookkeeper, Dianne Belk, had embezzled nearly $1,000,000 from the business over a six-year period. Belk embezzled the money by writing checks to herself from Weight Watchers accounts. She concealed her writing of unauthorized checks by inputting legitimate vendors' names in the computerized bookkeeping system as the ostensible payees. However, Belk would type her name as payee on the paper checks. Belk then would cash the checks at local banks and casinos, including the Rainbow Casino, and she often would gamble with the embezzled money. Belk reported her winnings to the Internal Revenue Service via W-2G forms provided by the casino, and she paid taxes on those winnings. According to the complaint, Belk lost roughly $240,000 of the stolen funds to Rainbow Casino. More than three years after first learning of Belk's embezzlement activities, Weight Watchers filed suit against Belk, Robert Belk, Jr. (Dianne's husband), Rainbow Casino-Vicksburg Partnership, L.P., Bally Technologies Inc. (the casino's management company),and five John Doe defendants. Weight Watchers' claims against Rainbow Casino and Bally Technologies were based on fraud, unjust enrichment, conversion, and negligence. Rainbow moved for summary judgment, arguing that the three-year statute of limitations had begun to run in 2005 when Weight Watchers first learned that Belk had been cashing unauthorized checks at the casino. Rainbow also argued, in the alternative, that summary judgment was appropriate because the casino was a holder in due course and that it did not have a legal duty to investigate the circumstances surrounding issuance of the checks. In this appeal, the Supreme Court was asked to determine whether the statute of limitations barred an action against a casino for its alleged involvement in an embezzlement scheme. Finding that the Weight Watchers failed to provide any evidence of fraudulent concealment by the casino, the Court agreed with the trial court that the statute of limitations had run at the time the suit was filed.

Respondent Charles Gant possessed a letter of intent to purchase property. He offered to sell the property to Grant Legacy, LLP once he completed the purchase. Grand responded to the offer by agreeing to purchase the property through an unnamed partnership entity with Respondent to be formed at a later date. The new partnership was called "Grand Legacy of Mississippi, LP (Grand-MS). After the purchase, Grand and Grand-MS claimed that Respondent stated he would not profit from the purchase and resale. The two Grands argued that Respondent had a duty to disclose his intent to profit on the original property sale, and that in failing to disclose that information, Respondent committed fraud. The trial court concluded that the Grand-MS partnership agreement contained no clause prohibiting Respondent from making a profit on the land-purchase-transaction. The trial court granted summary judgment in favor of Respondent, finding he had no duty to disclose any profit made to the newly formed partnership. Upon review, the Supreme Court concluded that the essence of this case centered around the duties limited partners owe one another and the allegation of fraud stemming from an alleged breach of those duties. The Court found no basis by which it would disturb the trial court's findings. The Court affirmed the grant of summary judgment in favor of Respondent.