Pike County v. Indeck Magnolia, LLC
2012 U.S. Dist. LEXIS 57790
| S.D. Miss. | 2012Background
- Indeck Magnolia bought Pike County property Oct 15, 2008 to build/operate a wood pallet facility; two-year deadline to begin construction, with repurchase right if not met.
- Pike County sued Dec 22, 2010 to enforce repurchase and filed Us pendens; Indeck removed to federal court and answered with counterclaims for breach of contract, implied duty of good faith and fair dealing, and conspiracy to interfere with contractual relations.
- Indeck alleges County extended the deadline by six months through a modification, but there is no minutes entry reflecting any amendment.
- Mississippi law requires county boards to amend contracts only by minutes; minutes are exclusive evidence of board acts, and oral contracts or estoppel theories cannot bind the board without minutes.
- The court focuses on the absence of minutes reflecting any amendment and rejects Indeck’s estoppel theory, noting that the August 16, 2010 phone talk and the September 16 Investar contract did not show a binding board extension at the time.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether there was a legally enforceable extension amendment. | Indeck asserts an extension by County action. | Pike County says no minutes show any extension; no enforceable amendment. | No enforceable extension; minutes required. |
| Whether estoppel can defeat the minutes requirement. | Indeck relied on assurances to proceed. | County estopped is barred by strict minutes rule. | Estoppel not available to overcome minutes requirement. |
| Whether the extension would be enforceable under the statute of frauds. | Extension may be enforceable despite lack of writing. | Statute of frauds not satisfied; minutes control. | Statute of frauds issue ancillary; minutes control; no writing found. |
| Impact of absence of minutes on subsequent contract with Investar. | Investar deal relied on County extension. | Post-extension actions cannot retroactively validate missing minutes. | No impact to validate extension; indemnities unaffected. |
Key Cases Cited
- Thompson v. Jones County Cmty. Hosp., 352 So.2d 795 (Miss.1977) (minutes-only evidence of board action; oral contracts not enforceable against boards)
- Williamson Pounders Architects, P.C. v. Tunica County, 681 F.Supp.2d 766 (N.D.Miss.2008) (strict adherence to minutes to bind boards; written memorial required)
- Urban Developers LLC v. City of Jackson, Miss., 468 F.3d 281 (5th Cir.2006) (estoppel against public boards not allowed where minutes requirement strict)