Justia Business Law Opinion Summaries

Articles Posted in Supreme Court of Mississippi
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Johnson Electric sued Robinson Electric Supply for numerous claims, including breach of contract, fraud, and a variety of other torts. Johnson asserted that Robinson Electric Supply carried out a fraudulent scheme to overcharge Johnson. Robinson Electric Supply counterclaimed for balances due on Johnson’s accounts. Both parties requested an accounting. The chancellor appointed a special master to hear the case due to its complexity and size of the amount in controversy. The chancellor stayed discovery until the special master could release her findings; however, the chancellor also ordered Robinson to release numerous business records sought by Johnson. Before the accounting was concluded by the special master, Johnson Electric was administratively dissolved, and as a result, the chancellor dismissed the claims brought on behalf of the corporation. After the special master released her recommendations and a supplemental report, the chancellor agreed with the special master’s findings and adopted the report. On appeal, Johnson challenged the chancellor’s decision to dismiss Johnson Electric from the lawsuit, the chancellor’s adoption of the special master’s report, and the chancellor’s decision to stay discovery until an accounting could be conducted by the special master. The Mississippi Supreme Court found that because Johnson Electric was administratively dissolved, it could not "maintain" a claim as a corporation under Mississippi law. Furthermore, the Court determined neither the chancellor's acceptance of the special master's report nor the chancellor's discovery rulings were an abuse of discretion. View "Wayne Johnson Electric Inc. v. Robinson Electric Supply Company, Inc." on Justia Law

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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

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The Fifth Circuit Court of Appeals certified a question of state law to the Mississippi Supreme Court pertaining to an incident at Omega Protein Corporation’s (Omega) facility that resulted in the death of an employee of Accu-Fab & Construction, Inc. (Accu-Fab). Although Colony Insurance Company (Colony) continually maintained that it did not insure Omega, Colony negotiated and paid a settlement claim under a reservation of rights on Omega’s behalf. Because Colony took the position that it had no duty to defend Omega at all, the district court concluded that Mississippi’s voluntary-payment doctrine precluded Colony’s claims for equitable subrogation and implied indemnity. Pursuant to Mississippi case-law, an insurer is barred from seeking indemnity for a voluntary payment. In order to recover, the indemnitee must prove that it both paid under compulsion and that it was legally liable to the person injured. The question certified from the federal court posited whether an insurer acts under “compulsion” if it takes the legal position that an entity purporting to be its insured is not covered by its policy, but nonetheless pays the settlement demand in good faith to avoid potentially greater liability that could arise from a future coverage determination, and whether the insurer satisfies the “legal duty” standard if it makes such a payment. The Supreme Court found an insurer does not act under compulsion if it takes the legal position that an entity purporting to be its insured is not covered by its policy but nonetheless pays a settlement demand in good faith to avoid potentially greater liability that could arise from a future coverage determination. Because the first certified question is dispositive, the Court declined to address the second certified question. View "Colony Insurance Company v. First Specialty Insurance Corporation" on Justia Law

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From November 2004 to January 2011, The Door Shop, Inc., utilized $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. The Mississippi Supreme Court determined that as a matter of law, the Door Shop had to pay, and affirmed the circuit court's order. View "The Door Shop, Inc. v. Alcorn County Electric Power Association" on Justia Law

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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

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T. Mark Sledge left the law firm Grenfell Sledge and Stevens, PLLC. When he did, an issue arose regarding the fee distribution for several of the firm’s and Sledge’s cases, more specifically, the interpretation of the firm’s partnership agreements and related documents. Sledge filed suit against his former firm and its individual members. Following a hearing, the Chancery Court granted the motion for summary judgment filed by Grenfell Sledge and Stevens, PLLC, and its individual members and also a declaratory judgment in their favor. Sledge challenged the chancery court’s rulings; however, the Mississippi Supreme Court was unpersuaded by his arguments on appeal and affirmed. View "Sledge v. Grenfell Sledge And Stevens, PLLC d/b/a Grenfell & Stevens, PLLC" on Justia Law

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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

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Gregory Nethery appealed a Circuit Court’s decision to grant a motion to compel arbitration filed by Defendants CapitalSouth Partners, Harbert Mezzanine Partners, and On-Site Fuel Services (collectively, “Defendants”). Nethery retained a minority thirty-percent ownership interest in OSFS through his stock interest in OSFH. CapitalSouth and Harbert each held the remaining interest. In October 2016, Nethery filed suit in circuit court against CapitalSouth and Harbert, claiming breach of fiduciary duty, corporate freeze out, unjust enrichment, constructive trust, civil conspiracy, and negligence and mismanagement. As he claimed in the circuit court, Nethery argued on appeal that, based upon a choice-of-law provision contained in the Stockholders Agreement, Delaware law governed interpretation of the agreement. Nethery contended that under Delaware law, the arbitration clause did not apply because Nethery’s complaint did not allege breach of the Stockholders Agreement, nor did Nethery seek legal relief under the agreement. Rather, Nethery asserted only noncontractual state-law claims and his legal claims existed independently from the contract. Unpersuaded, the Mississippi Supreme Court found the circuit court correctly found Nethery’s claims were subject to the agreement’s arbitration provision. View "Nethery v. CapitalSouth Partners Fund II, L.P." on Justia Law

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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

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The trial court granted summary judgment in favor of George McKee and Brownsville Station, LLC, dismissing Monty Brown’s claims against them. Brown and McKee were former business partners. At one time they each owned a fifty percent interest in Brownsville Station, which owned and operated an apartment complex in Starkville, Mississippi. But beginning in 2003, Brown began selling his interest to McKee. From July 2003 to January 2006, through a series of four agreements, Brown transferred all his interest units to McKee in exchange for money and title to the company tractor. As part of the final agreement, both parties agreed to a full and final release of any and all claims against each other. For six years, Brown had no dealings with McKee or Brownsville Station. Then, in September 2012, Brown received notice from the Secretary of State that McKee had filed articles of reinstatement for Brownsville Station and its subsidiary, BrownE, LLC. According to Brown, the September 2012 notice prompted him to tell his boss about his former business relationship with McKee. And his boss, who was also an attorney, suggested McKee had engaged in wrongdoing. Almost ten years after the first transfer and seven years after the final transfer, Brown sued McKee and Brownsville Station, alleging McKee formed the new LLC “solely to provide a vehicle to take secret or uniformed [sic] advantage of [Brown] by enabling [McKee], among other things, to change provisions of Brownsville LLC’s Operating Agreement without [Brown’s] informed consent.” Brown further alleged that, during the 2003-2006 transactions, McKee hid important financial information and documentation about Brownsville Station and its true value, violating the fiduciary duties McKee owed as both Brown’s attorney and fellow LLC member. Brown appealed, arguing the judge wrongly granted summary judgment without first allowing discovery. The Mississippi Supreme Court disagreed, finding that had summary judgment been granted based on the clear running of the statute of limitations. “And, as the trial judge rightly found, none of Brown’s discovery requests were aimed at establishing his claims were timely. Instead, they were zeroed in on proving his untimely claims.” Therefore, the trial judge did not abuse his discretion by denying Brown’s Rule 56(f) motion for a continuance. View "Brown v. McKee" on Justia Law