Sam Woodruff v. Rita Thames, 143 So. 3d 546

Sam Woodruff (seller) signed a blank Contract for Sale and Purchase of Real Estate dated Nov. 5, 2010; the contract’s "Description/Property Address" and county lines were blank and the contract made no explicit reference to any attachments.
Rita Thames (purchaser) claimed the contract covered 6.53 acres from a particular tract for $9,750; Woodruff claimed the agreement was for one acre of a different tract for $9,750 and that he refused/voided a $4,000 earnest-money check.
Thames and Larry Collins filed for specific performance, attaching a survey, legal description, and a title certificate to their complaint; Woodruff denies those exhibits were part of the contract as signed.
Woodruff was served on Jan. 7, 2011, failed to timely respond to discovery, and a default and default judgment granting specific performance were entered in March 2011.
Woodruff moved to set aside the default judgment under Rules 55 and 60; the chancery court denied the motion, finding no good cause for default and no "compelling" defense.
On appeal the Mississippi Supreme Court reversed, holding the trial court abused its discretion because Woodruff had colorable defenses and the equities favored setting aside the default and litigating the merits.

Issue	Plaintiff's Argument (Thames/Collins)	Defendant's Argument (Woodruff)	Held
Whether the default judgment should be set aside	Default appropriate because Woodruff failed to timely answer or defend	Good cause exists (relied on attorney Smith), colorable defenses exist, and harm is minimal	Reversed: default should be set aside — trial court abused discretion
Whether Woodruff showed "good cause" for default	No — service and deadlines were proper	He reasonably thought counsel (Smith) was handling the case and acted promptly after learning of default	Trial court’s finding against Woodruff on good-cause was not an abuse of discretion (this prong favored plaintiffs)
Whether Woodruff has a colorable defense to the contract claim	The written contract, as presented, supports Thames/Collins; attachments were part of the agreement	Contract lacks a property description, may lack mutual assent and acceptance; attachments were not incorporated — so no enforceable contract	Court held Woodruff had colorable defenses (contract four corners show no description; attachments not clearly incorporated); this prong strongly favors Woodruff
Whether plaintiffs would be prejudiced by vacating default	Plaintiffs incurred closing-related expenses and commissioner fees	Minimal prejudice: land isn’t disappearing and plaintiffs gave no quantified costs; prejudice unimpressive	Vacatur would not cause sufficient prejudice; this prong favors Woodruff

American States Ins. Co. v. Rogillio, 10 So. 3d 463 (Miss. 2009) (articulates three-part balancing test for vacatur of defaults and favors opening doubtful defaults)
H & W Transfer & Cartage Serv., Inc. v. Griffin, 511 So. 2d 895 (Miss. 1987) (discusses when attorney/third-party handling mistakes do not constitute good cause to avoid default)
McCain v. Dauzat, 791 So. 2d 839 (Miss. 2001) (reasonable doubt should be resolved in favor of opening default judgments)
Guaranty Nat’l Ins. Co. v. Pittman, 501 So. 2d 377 (Miss. 1987) (discusses the open-textured nature of Rules 55 and 60 and equitable balancing)
Rottenberry v. Hooker, 864 So. 2d 266 (Miss. 2003) (elements of a valid contract; material terms must be definite)
White v. Cooke, 4 So. 3d 330 (Miss. 2009) (specific performance requires contracts reasonably complete and definite)
King v. Sigrest, 641 So. 2d 1158 (Miss. 1994) (brief delay and unimpressive prejudice do not justify denying vacatur of default)