533 S.W.3d 245
Mo. Ct. App.2017Background
- RSSI (Rail Switching Services) and the Pemiscot County Port Authority executed a written "2012 Operating Agreement" signed by the Port Authority's Executive Director, Madison, granting RSSI exclusive use of a five-mile port rail line; the Port Authority Board never signed or gave written authorization.
- MMT (Marquis-Missouri Terminal) negotiated leases and a Railroad Track Usage Agreement with the Port Authority and constructed a facility to receive unit oil trains, spending about $15 million; MMT did not contractually require RSSI services.
- Dispute arose when RSSI claimed MMT interfered with RSSI’s exclusive-use rights; the Port Authority separately sued and a court held the 2012 Operating Agreement void ab initio under Mo. Rev. Stat. §432.070 for lack of required written authorization.
- RSSI then sued MMT for tortious interference with the 2012 Operating Agreement; MMT moved for summary judgment arguing the underlying contract was void and RSSI had not pleaded a business expectancy.
- The trial court granted summary judgment for MMT; on appeal the court affirmed, holding no genuine material fact disputes affected the legal outcome, Section 432.070 is not unconstitutionally vague, the port authority is a municipal corporation under the statute, and RSSI neither had an enforceable contract nor pleaded a separate business expectancy.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Constitutionality of §432.070 (vagueness) | Term "other municipal corporation" is vague and statute unconstitutional | Term is sufficiently definite and courts have applied it broadly | Statute not unconstitutionally vague; challenge is meritless |
| §432.070 applicability to Port Authority | Port Authority is not a "municipal corporation" for §432.070 or RSSI substantially complied | Port Authority is a municipal corporation; written authorization required and absent | Port authority falls within §432.070; the 2012 agreement is void ab initio for lack of written authorization |
| Tortious interference with contract | RSSI had a valid contract that MMT intentionally induced Port Authority to breach | Under controlling law, there can be no interference claim based on a void contract | RSSI cannot prevail on interference with contract because the contract was void at inception |
| Tortious interference with business expectancy | RSSI argues it had ongoing business expectancies in exclusive operation of the line | RSSI pled only interference with the written contract and did not plead a separate business expectancy | RSSI did not plead a valid business expectancy; cannot amend theory on appeal; claim fails |
| Summary judgment—existence of material factual disputes | Factual disputes exist about Madison’s authority, MMT’s knowledge, and RSSI’s expectancy | No material facts supporting legal elements remain; statute and pleadings dispose as a matter of law | No genuine material factual disputes affecting legal outcome; summary judgment affirmed |
Key Cases Cited
- Pemiscot Cty. Port Auth. v. Rail Switching Servs., 523 S.W.3d 530 (Mo. App. S.D. 2017) (held port authority contract void under §432.070)
- Bishop & Assocs., LLC v. Ameren Corp., 520 S.W.3d 463 (Mo. banc 2017) (elements of tortious interference with contract or business expectancy)
- Brentwood Glass Co. v. Pal’s Glass Serv., Inc., 499 S.W.3d 296 (Mo. banc 2016) (summary judgment standard on appeal)
- Moynihan v. City of Manchester, 265 S.W.3d 350 (Mo. App. E.D. 2008) (written authorization requirement for municipal-agent contracts)
- Muncy v. City of O’Fallon, 145 S.W.3d 870 (Mo. App. E.D. 2004) (substantial compliance with §432.070 is limited)
- Rhodes Eng’g Co. v. Pub. Water Supply Dist. No. 1, 128 S.W.3d 550 (Mo. App. W.D. 2004) (no liability for inducing breach of an entirely void contract)