Martin v. Williams, 172 So. 3d 782

Martin filed suit in chancery court seeking declaratory judgment enforcing an option to purchase real estate and damages for Williams’s loan-default-related breach; Williams answered and counterclaimed alleging Martin breached the option and owed fees, later joined by Michael Martin.
Chancellor ruled Martin failed to timely renew the option and Williams not obligated to accept late payment; attorney’s fees of $13,959.49 awarded to Williams.
Martin appealed asserting (1) miscalculated renewal date, (2) no waiver by accepting a late payment, (3) lack of compelling equitable relief; Williams cross-appealed for attorney’s fees against Michael and fees on appeal.
Option contract dated Feb. 4, 2010 provided a 90-day initial period and twelve 30-day extensions if additional option money was paid before 5 p.m. on expiration; Martin paid extensions on Apr. 13, May 21, and Jun. 21, 2010.
Williams refused a fourth extension payment on July 21, 2010 (one day late); office closed on June 20 prompted late acceptance of prior payment; Martin’s assignment to Michael was not recorded.
Court reviews contract interpretation de novo; no waiver found given requirements for intentional surrender of a right and lack of evidence Williams intended to waive timely renewal terms.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Renewal date of the 30-day option period	Martin contends renewal began on June 21, 2010, making July 21 timely.	Williams argues no new period begins unless payment is timely and contract terms are clear.	No; contract unambiguously governs renewal timing, no new period starts on payment attempt.
Waiver of time-of-essence provision	Acceptance of a late payment implies waiver of timely renewal rights.	No deliberate surrender or knowledge of rights; no waiver shown by Williams’ conduct.	No waiver; Williams did not intend to relinquish timely renewal rights.
Equitable relief for late payment	Martin claims compelling circumstances justify relief due to mistake or confusion.	Ignorance or negligence negates compelling circumstances.	No equitable relief due to Martin’s failure to read contract and lack of compelling circumstance.
Attorney’s fees on appeal and cross-claim against Michael	Williams seeks fees against Michael and on appeal pleadings.	Procedural bar on raising cross-appeal issues not raised in trial court; discretionary award for appeal fees.	Attorney’s fees on appeal awarded to Williams; cross-claim against Michael procedurally barred.

Turner v. Terry, 799 So.2d 25 (Miss.2001) (contract interpretation first looks at four corners then canons and extrinsic evidence)
HeartSouth, PLLC v. Boyd, 865 So.2d 1095 (Miss.2008) (parol evidence rule when contract unambiguous)
Tupelo Redevelopment Agency v. Abernathy, 913 So.2d 278 (Miss.2005) (three-step contract interpretation approach)
Taranto Amusement Co. v. Mitchell Assocs., 820 So.2d 726 (Miss.Ct.App.2002) (waiver requires intentional surrender of a known right)
Koch v. H & S Dev. Co., 168 So.2d 710 (Miss.1964) (compelling circumstances in equity depend on conduct and knowledge)
Sanderson v. Sanderson, 824 So.2d 623 (Miss.2002) (standard of review for findings of fact: substantial evidence)
Boggs v. Eaton, 379 So.2d 520 (Miss.1980) (manifest error standard limited to findings of fact)
McMurphy v. Three Rivers Planning & Dev. Dist., Inc., 966 So.2d 192 (Miss.Ct.App.2007) (questions of law reviewed de novo)
Daniels v. Bains, 967 So.2d 77 (Miss.Ct.App.2007) (procedural rules for appellate review)
Scurlock v. Purser, 985 So.2d 362 (Miss.Ct.App.2008) (attorney’s fees on appeal generally awarded as fraction of trial court award)
Makamson v. Makamson, 928 So.2d 218 (Miss.Ct.App.2006) (discretionary nature of appellate attorney’s fees)