Lagniappe Logistics, Inc. v. Scott M. Buras
199 So. 3d 675
| Miss. | 2016Background
- Buras and Rodriguez founded Lagniappe Logistics in 2004; Buras left in 2013.
- Buras filed suit on February 19, 2014, seeking ownership, accounting, dissolution, and a receiver.
- Rodriguez and Lagniappe moved to dismiss under a three-year statute of limitations defense.
- Plaintiff alleged the 2006 transfer agreement lacked bargained-for consideration, so no contract existed to rescind.
- Chancellor denied the Rule 12(b)(6) motion, finding a fact question precluded dismissal at pleadings stage.
- Court affirmed denial and remanded for further proceedings consistent with the opinion.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Does lack of consideration negate contract formation? | Buras pleads no contract formed due to no consideration. | Buras had a signed contract transferring interest, subject to SOL. | No contract existed; lack of consideration defeats formation. |
| Are void contracts subject to statute of limitations? | If no contract exists, no action to rescind is required and SOL does not apply. | Even void instruments may be subject to limitations if challenged later. | Actions to set aside a void contract are not required and SOL does not apply. |
| May Rule 12(b)(6) resolve a statute-of-limitations defense when a fact question exists? | Complaint verily alleges no contract, thus no SOL barrier at this stage. | SOL defenses are appropriate at Rule 12(b)(6) if obvious on the face of the complaint. | The pleadings show no contract existed; dismissal on SOL at this stage is inappropriate. |
Key Cases Cited
- In re Estate of Hardy, 910 So.2d 1052 (Miss.2005) (delivery/acceptance essential to deeds; deeds void ab initio if not delivered)
- Covington Cty. Bank v. Magee, 177 So.3d 826 (Miss.2015) (presumption of valid contract or deed; rebuttable by facts)
- Thompson v. Ebbert, 144 Idaho 315 (Idaho 2007) (void ab initio lease may be challenged at any time)
- Ocaso, S.A., Compania De Seguros Y Reaseguros v. Puerto Rico Mar. Shipping Auth., 915 F.Supp. 1244 (D.P.R.1996) (consent lacking instruments may be void; not subject to limitations period)
- Edwards v. Allen, 216 S.W.3d 278 (Tenn.2007) (void ordinances not protected by statute of limitations)
- City of Belmont v. Miss. State Tax Comm’n, 860 So.2d 289 (Miss.2003) (statute-of-limitations presumptions and contract analysis guidance)