250 So. 3d 402
Miss.2018Background
- In 2004 the Manesses granted K & A an option to purchase several Gulfview Subdivision lots; the option required the Manesses to cure title defects within 30 days of notice (or diligently pursue cure if public/court action needed).
- K & A exercised the option in April 2005 and notified the Manesses of title clouds (Dynasty deed chain error and Walker Avenue dedication issues). Title opinions and an expert concluded the title was not merchantable.
- Parties signed a July 2005 modification pausing payments until title issues were addressed; a 2007 quitclaim deed was later executed but did not resolve all defects according to reports and pleadings in related Maness v. Dynasty litigation.
- K & A paid interest and other amounts over time (total contested payments ≈ $457,435.52) but stopped in 2009; the Manesses then terminated the option, citing K & A’s failure to remit funds.
- K & A sued for breach (seeking damages equal to payments made); Manesses counterclaimed for declaratory relief and disgorgement. The trial court granted K & A’s partial summary judgments on liability and damages and dismissed the counterclaim; the Manesses appealed.
Issues
| Issue | Plaintiff's Argument (K & A) | Defendant's Argument (Manesses) | Held |
|---|---|---|---|
| 1) Liability—whether summary judgment showed no genuine issue on breach for failure to provide merchantable title | K & A: record (option, modification, title reports, expert, admissions, pleadings) shows Manesses failed to cure title and thus materially breached before termination | Manesses: quitclaim cured title; contracts ambiguous; no deadline to cure; parties’ post-deed conduct shows acceptance | Held: Affirmed—contracts unambiguous; quitclaim did not cure; title reports, admissions, and related litigation pleadings establish material breach. |
| 2) Damages—whether amount of damages was established | K & A: Second requests for admission deemed admitted and documentary proof of payments support damages equal to payments made ($457,435.52) | Manesses: admissions insufficient to prove causation/amount; nature of payments in dispute | Held: Affirmed—deemed admissions and payment records establish damages; remedy of rescission/monetary return appropriate. |
| 3) Motion for reconsideration—proper standard (Rule 54(b) v. 59) | K & A: trial court properly denied reconsideration; Manesses failed to rebut evidence | Manesses: trial court applied Rule 59(e) standard though Rule 54(b) should govern interlocutory relief | Held: Any procedural error was plain-error review and harmless—Manesses failed to show prejudice; outcome unaffected. |
| 4) Counterclaim dismissal (declaratory relief/disgorgement) | K & A: counterclaim moot after summary judgments; alleged rent agreement not between K & A and Manesses and agreement not attached to pleadings | Manesses: failure to attach contract not fatal; seeks declaratory relief and disgorgement | Held: Affirmed—declaratory claim rendered moot by summary judgments; rent claim fails because K & A not party to that contract (no privity). |
Key Cases Cited
- Karpinsky v. Am. Nat'l Ins. Co., 109 So.3d 84 (Miss. 2013) (standard for summary judgment review and burdens on movant/nonmovant)
- Ferrara v. Walters, 919 So.2d 876 (Miss. 2005) (seller's failure to cure title defect is a material breach when contract provides an opportunity to cure)
- Bus. Commc'ns, Inc. v. Banks, 90 So.3d 1221 (Miss. 2012) (elements of breach of contract; monetary damages are a remedy not an element)
- UHS-Qualicare, Inc. v. Gulf Coast Cmty. Hosp., Inc., 525 So.2d 746 (Miss. 1987) (termination permitted only for material breach)
- Wilson v. Gen. Motors Acceptance Corp., 883 So.2d 56 (Miss. 2004) (measure of contract damages aims to restore injured party to position but for breach)
- PMZ Oil Co. v. Lucroy, 449 So.2d 201 (Miss. 1984) (principles of equitable estoppel)
- Daubert v. Merrell Dow Pharm., Inc., 509 U.S. 579 (U.S. 1993) (standards for admissibility of expert testimony)