Last Will & Testament of Hardin v. Hardin
158 So. 3d 341
| Miss. Ct. App. | 2014Background
- John Hardin, a 23.6% shareholder of Rainbow Ranch (a closely held family farm corporation), sued in chancery court for judicial dissolution under the MBCA and asserted related claims (fraud, conversion, breach of fiduciary duty, unjust enrichment, punitive damages).
- Rainbow Ranch filed an election to purchase John’s shares under Miss. Code § 79-4-14.34; parties agreed an appraiser would value corporate and related estate assets.
- The shareholders also were beneficiaries of their mother’s estate (≈192 acres); John sought partition of his 25% estate interest; the estate and corporate property proceedings were consolidated.
- An appraiser valued combined assets and proposed an in-kind division; the chancery court reserved authority to award John land in lieu of cash and ultimately awarded John a contiguous 309.6-acre tract plus his pro rata shares of cash, crops, and equipment, ordering John to pay $5,907 to equalize values.
- The chancery court dismissed without prejudice John’s ancillary tort and equitable claims against his brothers and the defendants appealed; John cross-appealed the dismissal of his ancillary claims.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the chancery court could use equitable powers to award an in-kind land division instead of a cash buy-out after Rainbow Ranch elected to purchase shares under the MBCA | John argued an in-kind division was equitable and appropriate given the family-farm context and Pepper’s appraisal/fair-division plan | Rainbow Ranch argued the MBCA election to purchase shares (and its readiness to buy for cash) should control and equity shouldn’t displace the statutory buy-out mechanism | Court held the chancellor permissibly exercised equitable powers under the MBCA to fashion an in-kind remedy; affirming the land award |
| Whether dismissal without prejudice of John’s ancillary claims in chancery court was proper | John argued those claims were related to the dissolution and within the chancery court’s pendent/equitable jurisdiction and should be adjudicated there | Rainbow Ranch treated those issues as matters for circuit court and supported dismissal | Court held chancery court erred in dismissing the related claims; reversed and remanded for further proceedings on ancillary claims |
Key Cases Cited
- Venture Sales, LLC v. Perkins, 86 So.3d 910 (Miss. 2012) (standard of review for chancery decisions; abuse of discretion test)
- Joel v. Joel, 43 So.3d 424 (Miss. 2010) (equity follows the law principle)
- Cuevas v. Kellum, 12 So.3d 1154 (Miss. Ct. App. 2009) (chancery court may retain pendent legal claims related to equitable action)
- Knights' Piping Inc. v. Knight, 123 So.3d 451 (Miss. Ct. App. 2012) (chancery courts can adjudicate legal and equitable claims together when equity jurisdiction exists)
- Derr Plantation, Inc. v. Swarek, 14 So.3d 711 (Miss. 2009) (Chancery’s power to provide full relief once it takes equity jurisdiction)
- Issaquena Warren Counties Land Co. v. Warren County, 996 So.2d 747 (Miss. 2008) (pendent jurisdiction and chancery power to hear related legal claims)