Hinds County Economic Development District v. W & G Properties, LLC
203 So. 3d 49
| Miss. Ct. App. | 2016Background
- W&G Properties (Buyer) and Magnolia Label (operator) negotiated to buy ~4 acres from Hinds County Economic Development District (HCEDD). W&G (Fields) signed an April 12, 2004 Agreement for Sale and Purchase of Real Estate with HCEDD for $16,000/acre; Magnolia Label did not sign that agreement.
- Closing occurred May 10, 2004; closing documents referenced the April 12 agreement. W&G discovered post-closing that the parcel lacked on-site three-phase power and a sanitary sewer connection, delaying construction.
- W&G and Magnolia Label sued HCEDD for breach of contract (and earlier alleged torts); by trial W&G dismissed tort claims and proceeded on breach only. The trial court found a contract and awarded appellees $194,154.95 plus interest.
- The trial court relied on HCEDD board minutes and extrinsic evidence to conclude the contract included promises of sewer and three-phase power and that HCEDD breached.
- The Court of Appeals reviewed contract formation and interpretation de novo, focusing on the April 12 agreement’s four corners, HCEDD’s public-board-minute rules, and the contract’s "as is" and disclaimer clauses.
- The Court of Appeals reversed: it held the April 12 agreement was the controlling contract, found its terms clear and unambiguous (including an "as is" condition and disclaimers), and ruled HCEDD did not breach as a matter of law.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether a valid, binding contract existed and which document controlled | The closing/circumstances created/modified the contract to include utilities; board minutes and conduct show agreement included sewer/power | April 12 agreement (signed by HCEDD/Broker) is the contract; HCEDD is bound only by board minutes and that agreement | Held: April 12 agreement is the contract; closing referenced that agreement and did not supersede it |
| Whether parol/extrinsic evidence (board rep's assurances, marketing materials) could add utility promises to the contract | Brookins’ assurances and other writings show parties intended sewer and three-phase power on-site | Parol evidence inadmissible to alter a public board’s action; minutes are exclusive evidence of board action; contract is unambiguous | Held: Parol evidence not allowed to add those terms; no minute entry promised utilities |
| Whether the contract included an implied warranty or promise of on-site utilities | Parties intended/relied on representations that utilities existed | The written contract contains an explicit "as is" clause and disclaimer of warranties; buyer had due diligence opportunity | Held: "As is" and disclaimer bars recovery for property-condition claims; buyer bound by contract terms |
| Whether trial court correctly awarded damages for breach | Damages appropriate for lack of utilities and resulting costs/delay | No breach of the written contract; thus no damages | Held: Trial court erred; damages reversed and judgment rendered for HCEDD |
Key Cases Cited
- Putt v. City of Corinth, 579 So. 2d 534 (Miss. 1991) (municipal minutes can satisfy statute of frauds/writing requirement)
- Myers v. Blair, 611 So. 2d 969 (Miss. 1992) (parol evidence not admissible to vary board action; board minutes are exclusive evidence of what board did)
- Rotenberry v. Hooker, 864 So. 2d 266 (Miss. 2003) (contract interpretation starts with four corners; look to extrinsic evidence only if ambiguous)
- Beaumont Homes LLC v. Colonial/Jordan Props. LLC, 71 So. 3d 1238 (Miss. Ct. App. 2011) ("as is" clause exempts seller from liability for property condition)
- Indus. & Mech. Contractors of Memphis Inc. v. Tim Mote Plumbing LLC, 962 So. 2d 632 (Miss. Ct. App. 2007) (questions of contract construction are questions of law reviewed de novo)