150 So. 3d 719
Miss. Ct. App.2014Background
- Saucier sued after part of his property was taken by eminent domain.
- Saucier purchased ~80 undeveloped acres from Sekul and the Sekul Family Trust (Sekul and the Trust each owned half; Sekul was sole beneficiary).
- SMEPA sent two survey letters to Sekul in April 2006 requesting permission to survey for an easement; one for a 69 KV line and one for an 115 KV line, with a map attached in the latter.
- Sekul discussed the letters with Sliman (Sekul’s contact at Peoples Bank) and told him to keep her in mind for potential buyers; Sliman attended a later meeting with SMEPA at Peoples Bank.
- Sliman, a long-time banker to both Sekul and Saucier, played a central intermediary role in negotiations and financing of the purchase.
- SMEPA later sought eminent domain of a 4.5-acre easement along the road adjacent to the property; closing occurred July 2006 and SMEPA filed its eminent-domain action in July 2008.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether a fiduciary duty existed between Saucier and Sliman/Peoples Bank. | Saucier contends past dealings and Sliman’s intermediary role created a fiduciary duty. | Bank and Sliman argue no fiduciary relationship; at most a typical mortgagor–mortgagee relationship. | Reversed summary judgment; genuine issue of material fact exists; remanded. |
| Whether the duty of fairness applies in the absence of a fiduciary duty. | Even without a fiduciary duty, there is a duty of fairness in the mortgagor–mortgagee context. | Duty of fairness is not reached if no fiduciary relationship. | Not addressed on the merits; remanded regarding this issue. |
| Whether Sekul and the Trust breached the real estate contract by failing to disclose SMEPA documents. | Contract required disclosure of all documents in possession or control, including SMEPA materials. | Sekul had no SMEPA document in her possession at signing; admissible summary-judgment dismissal. | Reversed summary judgment; genuine issue of material fact remains; remanded. |
| Whether neglig ent misrepresentation claims against all defendants survive summary judgment. | SMEPA’s interest and the surrounding conduct constituted misrepresentation; damages and reliance exist. | Interest was speculative; no damages proven; summary judgment proper. | Reversed summary judgment; genuine material facts exist; remanded. |
| Whether fraud/intentional misrepresentation claims survive summary judgment. | Defendants knowingly withheld material SMEPA information. | No fiduciary relationship; no duty to disclose; no proof of fraud. | Reversed summary judgment; remanded for further proceedings. |
Key Cases Cited
- Lowery v. Guaranty Bank & Trust Co., 592 So.2d 79 (Miss. 1991) (fiduciary relationships may arise from extensive prior dealings)
- AmSouth Bank v. Gupta, 838 So.2d 205 (Miss. 2002) (three-element test for commercial-fiduciary relationships; need clear and convincing proof)
- Cermack v. Bank, 658 So.2d 1352 (Miss. 1995) (bank-customer fiduciary status and control considerations)
- Holman v. Wilson Chrysler Jeep, Inc., 972 So.2d 564 (Miss. 2008) (duty to disclose under fraud theory; Restatement §551 guidance)
- Green Realty Mgmt. Corp. v. Miss. Transportation Comm., 4 So.3d 347 (Miss. 2009) (duty to disclose future plans may be jury question)
- Bank of Shaw v. Posey, 573 So.2d 1355 (Miss. 1990) (negligent misrepresentation requires past/present fact as misrepresentation)