EDW Investments, LLC v. Michelle Barnett
149 So. 3d 489
| Miss. | 2014Background
- EDW obtained a 2007 judgment against Techtronics, Inc.
- EDW sued Michelle Barnett and three shell entities in 2011 alleging alter ego, fraudulent conveyance, and gross negligence to conceal Techtronics’ assets from EDW
- Defendants moved to dismiss, arguing statute of limitations and failure to plead common-law fraud with Rule 9(b) specificity
- The Madison County Circuit Court granted the motion to dismiss
- Mississippi Supreme Court affirms the circuit court’s dismissal
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the fraudulent-transfer claims are time-barred | EDW argues discovery and tolling allow timely filing | Act provides three-year/one-year limits after transfer; discovery does not save untimely claims | Statutory limitations bar the claims |
| Whether EDW can prevail on alter-ego or continuity theories | Allege continuation/alter ego to reach assets | No pleaded continuity claim; alter ego only pierces veil from shareholders | EDW cannot pursue via these theories |
| Whether EDW pled common-law fraud with sufficient particularity under Rule 9(b) | Pleading adequate to put defendants on notice | Rule 9(b) requires specific details; EDW lacks dates and contents | Pleading insufficient under Rule 9(b) |
Key Cases Cited
- Brabham v. Brabham, 483 So. 2d 341 (Miss. 1986) (fraud pleading standards; specificity required)
- Gray v. Edgewater Landing, Inc., 541 So. 2d 1044 (Miss. 1989) (alter-ego/veil piercing considerations discussed)
- Lott v. Saulters, 133 So. 3d 794 (Miss. 2014) (discovery rule and limitations context cited)
- Burch v. Illinois Cent. R.R. Co., 136 So. 3d 1063 (Miss. 2012) (civil procedure/summary of limitation principles)