Bruce Cope v. Thrasher Construction, Inc.
2014-CT-01474-SCT
| Miss. | Nov 30, 2017Background
- Inn by the Sea was rebuilt after Hurricane Katrina; SeaInn LLC (Stewart and Labelle) hired Madison Homes as GC; Madison contracted Thrasher Construction to waterproof for $106,600.
- Thrasher performed work Apr–Jul 2009, invoiced Madison Homes monthly, was not paid, stopped work after completing ~65% and filed a construction lien for $69,290.
- Ike Thrash acquired part of SeaInn and, with Bruce and Mary Cope, entered a settlement with Stewart to remove him; the settlement listed unpaid invoices (including Thrasher) and provided Cope/Thrash would pay invoices for Inn by the Sea that were “true, valid and correct.”
- Cope and Thrash invited subcontractors to verify work in a specified two-day window; Thrasher did not appear (cited its lien). Cope/Thrash paid other subcontractors; Thrasher withdrew its lien and sued Madison Homes and Cope/Thrash.
- At trial the county court dismissed Thrasher’s third-party beneficiary breach claim but permitted recovery on quantum meruit; the jury awarded $69,290. The circuit court affirmed; the Court of Appeals reversed (holding quantum meruit improper and reviving the third-party beneficiary claim). The Mississippi Supreme Court granted certiorari.
Issues
| Issue | Plaintiff's Argument (Thrasher) | Defendant's Argument (Cope/Thrash) | Held |
|---|---|---|---|
| Whether quantum meruit was a proper basis for recovery | Quantum meruit justified because Thrasher performed valuable work and was unpaid | Quantum meruit improper because the settlement created an enforceable contract and exclusive remedy as a third-party beneficiary | Quantum meruit produced correct result below, but Court finds third-party beneficiary was the proper theory; judgment affirmed on alternative ground |
| Whether Thrasher was a third-party beneficiary of the settlement agreement | Thrasher named/listed in exhibit and intended beneficiary entitled to enforce payment | Cope/Thrash argue settlement imposed a condition precedent (two-day verification) not met, so no enforceable obligation | Held Thrasher qualified as intended third-party beneficiary; the two-day verification was not an absolute condition precedent to payment |
| Whether failure to appear during the two-day verification period defeated Thrasher’s claim | Thrasher contends verification requirement only limited payment if invoice not “true, valid, and correct” | Cope/Thrash contend the two-day meeting was a condition precedent barring recovery | Held the agreement required verification only to the extent invoices were untrue; jury found work performed, so condition did not bar recovery |
| Whether remand/new trial was required after erroneous dismissal of third-party beneficiary claim | Thrasher: no new trial needed because facts and damages were established and jury awarded correct amount | Cope/Thrash: remand required because wrong theory was applied and third-party beneficiary claim was dismissed | Held no remand needed; outcome correct on the proper legal theory (third-party beneficiary) and facts overwhelmingly support the award |
Key Cases Cited
- Miss. High School Activities Ass'n v. Farris, 501 So. 2d 393 (Miss. 1987) (third-party beneficiary enforcement principle)
- Burns v. Washington Savings, 171 So. 2d 322 (Miss. 1965) (framework for determining third-party beneficiary status)
- Patel v. Telerent Leasing Corp., 574 So. 2d 3 (Miss. 1990) (affirming correct result reached for wrong reason)
- Shewbrooks v. A.C. & S. Inc., 529 So. 2d 557 (Miss. 1988) (obligation to affirm trial court judgment if correct as a matter of law)
- Estate of Johnson v. Adkins, 513 So. 2d 922 (Miss. 1987) (fact findings consistent with judgment will support affirmance)
- Simmons Housing, Inc. v. Shelton, 36 So. 3d 1283 (Miss. 2010) (restating third-party beneficiary analytical elements)