80 So. 3d 878
Miss. Ct. App.2012Background
- Browns sued Andersons for breach of contract and tortious breach arising from the sale of the Andersons’ house.
- Arthur signed a walk-through release asserting the home’s systems were in good working order at closing.
- Contract allowed pre-closing inspection and contained a contingency that plumbing, electrical, hot water, appliances, central heat/air be in good working order at closing.
- Browns did not conduct a pre-closing inspection; closing occurred after Arthur signed the release.
- Linda signed the contract as purchaser’s name and bore no contractual duties; she was not a party or intended third-party beneficiary.
- Circuit court granted directed verdict for Andersons; the release and contract were determinative of liability.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Arthur is bound by the release and contract insurances. | Brown(s) contend release cannot bar claim; attempted inconsistency. | Andersons rely on Arthur’s acceptance of ‘as is’ and good-working-order representations. | Yes; Arthur bound by contract and release; no factual issue on breach. |
| Whether Linda can be liable or entitled under contract where she did not sign. | Linda had contractual duties via signing; liable third-party beneficiary. | Linda was not a party or third-party beneficiary; no contract duty. | Linda had no contractual rights or duties; directed verdict proper. |
| Whether the release could be used to bar Browns’ breach-of-contract claims against the Andersons. | Release should not bar contract claim as applied to all defendants. | Release and representations foreclose breach claim. | Release and Arthur’s representations foreclose Browns’ contract claim. |
Key Cases Cited
- MS Credit Ctr., Inc. v. Horton, 926 So.2d 167 (Miss. 2006) (duty to read contract terms; enforceability of written terms)
- Crase v. Hahn, 754 So.2d 471 (Miss. Ct. App. 1999) (as-is clause precludes later breach claims when inspection permitted pre-closing)
- Bailey v. Estate of Kemp, 955 So.2d 777 (Miss. 2007) (estoppel against contradicting prior representations)
- Warwick v. Matheney, 603 So.2d 330 (Miss. 1992) (elements of breach-of-contract claim; burden on plaintiff)
- Robinson v. S. Farm Bureau Cas. Co., 915 So.2d 516 (Miss. Ct. App. 2005) (breach of contract coupled with an independent tort)
- Wilson v. Gen. Motors Acceptance Corp., 883 So.2d 56 (Miss. 2004) (definition of tortious breach of contract)