GRAND LEGACY, LLP v. Gant
2011 Miss. LEXIS 366
| Miss. | 2011Background
- Charter formation: Grand-LLP and Grand-Miss LP formed after boat-negotiated deal; partnership duties arise at formation.
- Contracts: 11-10 price $100k/acre; 11-12 priced at $144,231/acre; both include merger clauses and confidentiality.
- Acknowledgment: Closing documents disclosed price difference to be paid to Gant-Shivers; Grand-LLP signed without reading.
- Financing and closings: simultaneous closings planned; Grand-Miss LP obtained loan; funds and difference to Gant-Shivers disclosed on HUD-1.
- Claims: Grand allege fraud, fiduciary breach, and misrepresentation; Gant-Shivers and attorneys seek summary judgment; trial court granted.
- Holding: Mississippi Supreme Court affirms summary judgments; no genuine issue of material fact; no individual liability for Shivers; LLC veil not pierced.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Fiduciary duties owed to a partner | Grand alleges general partnership existed and duty to disclose profits breach | Gant-Shivers contend no pre-formation fiduciary duties; merger clause controls | No genuine issue; duties arise after formation; no concealment proven |
| Fraud and misrepresentation at summary judgment | Fraud issues exist due to pre-contract discussions and boat conversation | Contractual integration; parol evidence barred; acknowledgment disclosed price difference | No genuine dispute; integrated contracts preclude fraud findings at summary judgment |
| Shivers individually liable despite LLC status | Shivers as individual member should face liability for misrepresentations | Mississippi LLC statute shields members; no personal signing before formation or veil piercing evidence | No individual liability; post-formation actions only; statute applied; no veil piercing |
Key Cases Cited
- Davis v. Paepke, 3 So.3d 131 (Miss.Ct.App.2009) (parol-evidence and contract-signing context cited)
- Wedgeworth, 911 So.2d 483 (Miss.2005) (merger clauses limit reliance on prior negotiations)
- Rankin v. Brokman, 502 So.2d 644 (Miss.1987) (silence in fiduciary relation may constitute fraud)
- Clement Contracting Group, Inc. v. Coating Sys., L.L.C., 881 So.2d 971 (Ala.2003) (illustrates personal liability context in LLC partnerships)