Justia Business Law Opinion Summaries

This appeal arose out of a breach-of-contract action between Marc Daniels, Sandra Daniels, Crocker & Associates, Inc., and Maxx Investments, LLC (collectively, “the Danielses”) and Dennis Crocker, Gail Crocker and Crocker, Ltd. (collectively, “the Crockers”). The Danielses entered into an Asset Purchase Agreement (the “Agreement”) with the Crockers to acquire Crocker & Associates, Inc. (“C&A”). Within eighteen months of the sale, C&A lost a number of important contracts and its employees resigned. The Danielses sued the Crockers for failing to disclose all material information about C&A as required by the Agreement. The Crockers answered the suit and brought counterclaims. After extensive discovery, the trial court granted the Crockers’ motion for summary judgment on the Danielses’ claims against them. The Danielses now appeal the trial court’s grant of summary judgment. Because the record contained a genuine issue as to material fact concerning the Danielses’ contract claims and negligent and fraudulent misrepresentation claims, the Mississippi Supreme Court concluded the trial court erred in granting summary judgment on these claims. Further, because the Court remanded these claims for a jury to determine if the Danielses were entitled to compensation, the Court reversed the trial court’s grant of summary judgment on the punitive damages claim. The Court affirmed in all other respects, and remanded the case for further proceedings. View "Daniels v. Crocker" on Justia Law

When this case came before the Mississippi Supreme Court on interlocutory appeal, the Court reversed in part. Because it was undisputed that neither sub-subcontractor Ground Control, LLC nor subcontractor Capsco Industries, Inc. (both Alabama companies) had a statutorily required certificate of responsibility to work in Mississippi, the Court agreed that the subcontract was void. But the Court found, despite the void contract, "Ground Control should not be precluded from having the opportunity to proceed in court under a claim for the value of what it expended in labor and supplies on the project." The case was remanded to the trial court so Ground Control could pursue the nonbarred "claims of unjust enrichment and quantum meruit." Despite this holding, Ground Control argued in this appeal that the trial court erred by limiting its claims on remand to unjust enrichment and quantum meruit. The Supreme Court found no error in the trial court so limiting Ground Control's claims. The Supreme Court did, however, find W.G. Yates and Sons Construction Company (Yates) and Capsco raised reversible errors in their cross-appeals. Based on the evidence presented at trial, the Supreme Court found Yates was entitled to a directed verdict because Ground Control failed to prove Yates’s liability for quantum meruit damages. The Court also found the quantum meruit damages award against Capsco was against the overwhelming weight of the evidence. Consequently, Capsco was entitled to a remittitur. The Court affirmed on Ground Control’s and Ground Control owner Frank Beaton’s direct appeals. On cross-appeal, the Court reversed a $36,644.69 judgment against Yates and rendered a judgment in Yates’s favor. The Court also reversed a $825,583.31 judgment against Capsco. The quantum meruit claim against Capsco was remanded, instructing the trial court to conduct a new trial on damages alone, unless a remittitur of $626,407.31, making the damage award $199,096, was accepted by Ground Control and Capsco. View "Ground Control, LLC v. Capsco Industries, Inc." on Justia Law

In 1989, Marcus Moore slipped and fell in a grocery store owned by the defendant, Roberts Company, Inc. (“RCI”). Moore was three years old at the time, and he allegedly struck his head when he fell. After he reached the age of majority, Moore filed suit against RCI, claiming that RCI was negligent in allowing the floor to be slick. Moore also alleged that the fall had caused “marked and significant traumatic and permanent injuries to his brain,” leaving him with “permanent and profound deficits” in several areas. The jury returned a verdict in the defendant’s favor, and the trial court entered judgment in accordance with that verdict. Moore filed a post-trial motion arguing, among other things, that one of the jurors was a convicted felon and therefore, statutorily disqualified. The trial judge agreed and granted Moore a new trial. The Supreme Court granted the defendant’s petition for an interlocutory appeal, and reversed the trial court’s order granting a new trial. View "Roberts Company, Inc. v. Moore" on Justia Law

Scott Buras and Carlos Rodriguez founded Lagniappe Logistics in 2004. Since then, Buras and Rodriguez’s business relationship deteriorated to the point that Buras left the company in June 2013. In early 2014, Buras filed suit claiming that Rodriguez had been unjustly enriched through Lagniappe’s operation. Buras’s complaint requested that the chancellor declare Buras a fifty-percent owner of Lagniappe, order an accounting, judicially dissolve the company, and appoint a receiver or custodian to wind up its affairs. Rodriguez and Lagniappe moved to dismiss Buras’s complaint based on Mississippi’s catch-all, three-year statute of limitations. According to the defendants, Buras’s claims (which depended on Buras’s status as an owner) were time-barred because Buras failed to file a legal action to rescind or cancel a 2006 agreement transferring his ownership interest to Rodriguez within three years of the agreement’s execution. "Occasionally, the question of whether the statute of limitations has run turns on the resolution of a fact question. In such cases, a statute-of-limitations defense cannot be resolved on a defendant’s motion to dismiss based on Mississippi Rule of Civil Procedure 12(b)(6)." The chancellor found it inappropriate to dismiss the case at the Rule 12(b)(6) stage due to an existing fact question and denied the motion. Finding no reversible error with that decision, the Supreme Court affirmed and remanded for further proceedings. View "Lagniappe Logistics, Inc. v. Buras" on Justia Law

William Burgess, a common stock shareholder of BancorpSouth, Inc., filed a shareholder derivative action after a Special Committee comprised of BancorpSouth directors and officers rejected his presuit demand. In that presuit demand and in his Shareholder Derivative Complaint, Burgess made various claims relating to alleged misrepresentations in company publications directed to shareholders following the 2008 economic downturn. Ultimately, the Circuit Court dismissed the action. Finding no reversible error in the Circuit Court's decision, the Supreme Court affirmed. View "Burgess v. Patterson" on Justia Law

This case arose out of property damage suffered by Borries Construction when Grand Casino’s gambling barges broke loose from their moorings and collided with the Schooner Pier and surrounding structures during Hurricane Katrina. Following the hurricane, K.R. Borries filed suit on behalf of himself and his construction company against Grand Casino. Grand Casino filed a motion for summary judgment, which the circuit court granted. Borries appealed, arguing that Grand Casino breached its duty of care to Borries by negligently mooring its casino and failing to take precautions to prevent foreseeable harm to nearby property owners. After review, the Supreme Court Court reversed the trial court’s grant of summary judgment because there was a "battle of experts," and the issue should have been presented to a jury. View "Borries v. Grand Casino of Mississippi, Inc. Biloxi" on Justia Law

This case arose out of property damage suffered by Borries Construction when Grand Casino’s gambling barges broke loose from their moorings and collided with the Schooner Pier and surrounding structures during Hurricane Katrina. Following the hurricane, K.R. Borries filed suit on behalf of himself and his construction company against Grand Casino. Grand Casino filed a motion for summary judgment, which the circuit court granted. Borries appealed, arguing that Grand Casino breached its duty of care to Borries by negligently mooring its casino and failing to take precautions to prevent foreseeable harm to nearby property owners. After review, the Supreme Court Court reversed the trial court’s grant of summary judgment because there was a "battle of experts," and the issue should have been presented to a jury. View "Borries v. Grand Casino of Mississippi, Inc. Biloxi" on Justia Law

The Mississippi Department of Revenue (MDOR) audited Hotel and Restaurant Supply (Hotel) and concluded that Hotel owed hundreds of thousands of dollars in underpaid sales tax. Hotel appealed the assessment to MDOR’s Board of Review, which upheld the assessment but reduced the amount owed. Hotel appealed to the Mississippi Board of Tax Appeals (MBTA), and MBTA abated the assessment in full. MDOR appealed MBTA’s decision; both parties filed motions for summary judgment, and the chancery court granted Hotel’s motion. MDOR appealed the chancery court’s decision to grant Hotel’s motion for summary judgment. The Supreme Court found no reversible error and affirmed the chancery court’s grant of Hotel’s motion for summary judgment. View "Mississippi Department of Revenue v. Hotel & Restaurant Supply" on Justia Law

Cook Timber Company sued Georgia Pacific Corporation, claiming breach of contract and antitrust violations, both unilaterally and through a conspiracy with other market participants. The circuit judge granted Georgia Pacific a directed verdict on Cook Timber’s conspiracy and breach-of-contract claims, but the jury returned a verdict for Cook Timber on its unilateral antitrust claim. The Supreme Court reversed in part and remanded. Because Cook Timber failed to present sufficient evidence to support its unilateral antitrust claims, the jury’s verdict on that claim was reversed. Further, the Court reversed the directed verdict on Cook Timber’s breach-of-contract claim. The Court affirmed the circuit judge’s decision to grant Georgia Pacific a directed verdict on the conspiracy claim. View "Georgia Pacific Corporation v. Cook Timber Company, Inc." on Justia Law

White Hall on MS River, LLC began with an informal gentleman’s agreement in which there would be five initial contributors each putting up $500,000 with which to purchase land from International Paper. All of the parties were aware that the price per acre would increase substantially if the sale did not take place on or before December 31, 2007. Based on assurances from Dennis Kilpatrick and Murray Moran, the sale did take place. Those assurances were that their remaining funds would be payable after the new year. Due to the fact that there was only $2 million available at closing, the interest rate at which the purchase could be made was substantially increased, and the entire acreage sought by White Hall would be encumbered by deeds of trust, making no collateral available, and making the ability to use the timber on the land unavailable. In the end, only three of the men executed the agreement: Dominick Cvitanovich, Jackie Richards, and James McBeth. The signature page provided signature lines only for the three of them. The Agreement stated that “Establishment of a Membership has been defined as a cash contribution of Five Hundred Thousand dollars ($500,000.00) for a membership interest of two (2) shares.” Exhibit A, attached to the operating agreement, showed the capital contributions by all five men. Cvitanovich, Richards, and McBeth each had contributed $500,000. The alleged ambiguity of White Hall’s membership requirements arose because, while the Agreement stated that a $500,000 capital contribution must made to become a member of White Hall, it also stated that “‘Members’ means the persons listed on attached Exhibit A.” Exhibit A included Kilpatrick, though it also showed that he possessed “0” ownership shares. The Agreement provided no procedure for including a person who failed to make the initial $500,000 contribution. Kilpatrick eventually sued White Hall to get his capital contribution refunded. The Chancery Court issued a final judgment in favor of White Hall, finding that Kilpatrick was not a member of White Hall and that Kilpatrick was not entitled to the recovery of his capital contribution. Finding no error in the Chancery Court's order, the Supreme Court affirmed. View "Kilpatrick v. White Hall on MS River, LLC" on Justia Law