Bluewater Logistics, LLC v. Williford, 55 So. 3d 148

Four individuals formed two member‑managed LLCs, Bluewater Bay, LLC and Bluewater Logistics, LLC, to bid on Katrina-related government contracts; a 75% super‑majority of members sought to buy Williford’s 25% interest and lock him out; the ouster notice and lockout occurred January 31, 2006; Williford sued in chancery court seeking monetary relief and injunctive protection of his LLC interest; the chancellor granted a preliminary injunction and appointed a CPA to oversee finances, restricting distributions and requiring court approval for expenses; defendants later withdrew their buyout offer but contended Williford’s firing as an employee preserved his exclusion from management; after extensive discovery disputes and contempt sanctions for noncompliance, the trial proceeded and the chancellor awarded Williford the fair market value of his LLC interests plus interest and taxed costs, but denied attorney fees; the Court of Appeals reversed, and the Mississippi Supreme Court affirmed in part, remanding for attorney‑fee and post‑judgment‑interest determinations.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Authority to award value of Williford’s LLC interest	Williford’s damages claim was properly pled and supported.	Defendants argue the buyout withdrawal mooted the case and limits relief.	Yes; trial court had authority to award value under LLC Act and operating agreements.
Adequacy of pleadings for monetary relief	Complaint alleged breach of contract and requested damages.	Relief sought exceeded the pleadings framed as injunction.	Pleadings sufficient to support monetary damages.
Individual liability of defendants	Individual defendants breached contract and acted with gross negligence.	Liability generally lies only to the LLC; individuals not liable absent exceptions.	Individual liability authorized under operating agreements for gross negligence/intentional wrongdoing.
Standard of review for factual findings when a party’s proposed findings were adopted	Chancellor’s findings adopted verbatim merit heightened scrutiny.	Deferred to chancery findings under abuse‑of‑discretion standard.	Affirmed the standard used; rejected a new heightened standard; substantial evidence supported findings.
Attorney fees and post‑judgment interest on remand	Fees and interest should be awarded where warranted by law and contract; rate should comply with statute.	No authority or rate specified; remedy limited.	Remand for determination of attorney fees; post‑judgment interest to be set per statute.

Barnes v. Barnes, 317 So.2d 387 (Miss. 1975) (relief measured by proved loss; not limited to requested amount)
French v. Davis, 38 Miss. 218 (Miss. Err. & App. 1859) (relief capable of being more extensive than pleaded)
Tucker v. Cocke, 32 Miss. 184 (Miss. Err. & App. 1856) (trust-estate relief limited to what is legally entitled to)
Pilgrim Rest Missionary Baptist Church v. Wallace, 835 So.2d 67 (Miss. 2003) (relief may exceed specific pleadings to achieve substantial justice)
Rice Researchers, Inc. v. Hiter, 512 So.2d 1259 (Miss. 1987) (acknowledges judicial scrutiny of trial court findings)
Fought v. Morris, 543 So.2d 167 (Miss. 1989) (close corporation duties to minority must be intrinsically fair)
Turner v. Terry, 799 So.2d 25 (Miss. 2001) (notice pleading and broad entitlement to relief under Rule 54(c))