Ground Control, LLC v. Capsco Industries, Inc.
2013 Miss. LEXIS 327
| Miss. | 2013Background
- Ground Control, LLC contracted with Capsco Industries to perform in-ground construction on the Margaritaville Spa and Hotel project in Biloxi for Harrah’s Entertainment, with W.G. Yates and Sons as general contractor; Capsco was a subcontractor and Ground Control performed the in-ground work.
- Both Ground Control and Capsco failed to obtain the certificates of responsibility required by Mississippi Code § 31-3-15, rendering the contract void.
- Ground Control performed substantial work and received interim payments before Yates terminated it on October 28, 2008 for alleged safety violations and employee drug test issues.
- Ground Control filed suit on August 25, 2009; Capsco counterclaimed; Harrah’s and Yates moved to dismiss for lack of privity; Capsco later moved for summary judgment; the trial court granted summary judgment to Capsco and to Harrah’s and Yates, with Ground Control undisposed of on several claims and without notice of conversion.
- Ground Control appeals the contract-void ruling as to unjust enrichment/quasi-contract and the notice-issue regarding the conversion of Yates’/Harrah’s Rule 12 motion to dismiss into a Rule 56 summary judgment; the Court remands for proceedings on unjust enrichment/quantum meruit and for proper notice-related handling of the conversion.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether noncompliance with §31-3-15 bars all recovery against Capsco. | Ground Control can recover under unjust enrichment/quantum meruit despite void contract. | Bonding/void contract precludes recovery for contract or equitable relief. | Unjust enrichment/quantum meruit claims not barred; remanded for merits. |
| Whether the trial court properly converted the Rule 12(b)(6) motion to dismiss into a Rule 56 summary judgment without ten days’ notice. | Ground Control was not given proper notice of the conversion. | Conversion occurred; prior notice not necessary. | Reversed; remanded for proper notice and proceedings consistent with Rule 56. |
Key Cases Cited
- Price v. Purdue Pharma Co., 920 So.2d 479 (Miss. 2006) (no court will aid an action founded on illegal act)
- Morrissey v. Bologna, 240 Miss. 284, 123 So.2d 537 (Miss. 1960) (ex dolo malo non oritur actio (no relief for illegal contract))
- Delta MK, LLC v. Mississippi Transp. Comm’n, 57 So.3d 1284 (Miss. 2011) (ten days’ notice when converting 12(b)(6) to 56 motion)
- Palmer v. Biloxi Regional Med. Ctr., Inc., 649 So.2d 179 (Miss. 1994) (notice requirements for conversion from 12(b)(6) to 56)
- Sullivan v. Tullos, 19 So.3d 1271 (Miss. 2009) (ten days’ notice principle discussed)
- Davis v. City of Clarksdale, 18 So.3d 246 (Miss. 2009) (conversion notice issue addressed)
- PMZ Oil Co. v. Lucroy, 449 So.2d 201 (Miss. 1984) (equitable remedies and illegality considerations)
- Dew v. Langford, 666 So.2d 739 (Miss. 1995) (unjust enrichment defined; equitable tracing principles)
- Thigpen v. Kennedy, 238 So.2d 744 (Miss. 1970) (clean hands doctrine in equitable relief)
- Magill v. Lewis, 74 Nev. 381, 333 P.2d 717 (Nev. 1958) (recovery for work performed under illegal contract in some jurisdictions)