271 So. 3d 445
Miss.2019Background
- Rex Distributing, an Anheuser-Busch (AB) wholesaler, agreed to sell its business to Adams under an Asset Purchase Agreement (APA) that required supplier consents for each brand/contract.
- Rex’s distribution agreement with Anheuser‑Busch contained a right-of-first-refusal/“match-and-redirect” clause permitting AB to buy at the proposed terms or assign that right to a designated third party.
- Two days before closing, AB exercised the match-and-redirect right and assigned the purchase to Mitchell; Rex contends AB pressured it to accept the assignment, which led to Yuengling (a separate supplier) refusing consent and reducing the purchase price by $3.1 million.
- Rex sued AB and Mitchell alleging (inter alia) violation of the Mississippi Beer Industry Fair Dealing Act (BIFDA), breach of contract, tortious interference, and civil conspiracy; the trial court dismissed Rex’s claims against AB and Mitchell under Rule 12(b)(6).
- The Mississippi Supreme Court reversed dismissal of Rex’s BIFDA claim against AB and the derivative tortious‑interference and civil‑conspiracy claims against Mitchell, and affirmed dismissal of Rex’s breach‑of‑contract and other claims against AB.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether AB’s exercise of the match‑and‑redirect right violated BIFDA §67‑7‑13(2) | AB’s match/redirect clause is void under BIFDA and AB’s demand interfered with Rex’s transfer to qualified transferee Adams | AB contends no interference because Rex’s business was transferred (to Mitchell) as permitted by contract | Court: Reversed dismissal — Rex plausibly alleged AB’s conduct “interfered”/“prevented” the transfer and BIFDA renders waiving its protections void; remand for further proceedings |
| Whether Rex stated a breach‑of‑contract claim against AB seeking the $3.1M difference | Rex relies on contract language requiring AB to ensure seller receives “same price ... net of taxes” when AB disapproves a purchaser | AB/mitchell argue the match‑and‑redirect provision (4(d)) governs here and the same‑price clause (4(b)(v)) does not apply; APA adjustments for supplier nonconsent reduced price | Court: Affirmed dismissal — same‑price provision (4(b)(v)) does not apply to the assignment exercised here and contract/APA terms foreclose recovery on that theory |
| Whether Mitchell can be liable for tortious interference with Rex’s sale to Adams | Mitchell participated in an intentional scheme with AB to redirect the sale and is a joint tortfeasor liable for Rex’s $3.1M loss | Mitchell argues it did not commit the interfering acts, had a legitimate economic interest, and the sale depended on a condition precedent (supplier consent) | Court: Reversed dismissal — complaint alleges concerted action with AB, intent/malice can be inferred, condition‑precedent issue pleaded; tortious interference claim survives |
| Whether Mitchell can be liable for civil conspiracy with AB | Mitchell agreed with AB to redirect the sale for an unlawful purpose (reward Mitchell, punish Rex), producing damages | Mitchell contends no unlawful purpose and no wrongful underlying tort; without underlying tort conspiracy fails | Court: Reversed dismissal — because BIFDA claim against AB survives and complaint alleges agreement and overt acts, conspiracy claim survives |
Key Cases Cited
- Pryer v. Gardner, 247 So.3d 1245 (Miss. 2018) (pleading facts in Rule 12(b)(6) review are accepted as true)
- Cenac v. Murry, 609 So.2d 1257 (Miss. 1992) (elements and nature of tortious interference with contract)
- Par Indus., Inc. v. Target Container Corp., 708 So.2d 44 (Miss. 1998) (malice and intent for interference inferred where defendant knowingly committed wrongful acts causing breach)
- D & W Jones, Inc. v. Collier, 372 So.2d 288 (Miss. 1979) (those who aid/abet a tort are jointly and severally liable)
- Jeffcoat (Gallagher Bassett Servs. v. Jeffcoat), 887 So.2d 777 (Miss. 2004) (civil conspiracy elements and relationship to underlying tort)
- Scruggs, Millette, Bozeman & Dent, P.A. v. Merkel & Cocke, P.A., 910 So.2d 1093 (Miss. 2005) (a party to a contract cannot be liable for tortious interference with the same contract)