2025-CA-00410-COA
Miss. Ct. App.Jun 30, 2026Background
- 801 Clay Street, LLC contracted with Steven Boren and John Burkett d/b/a The Window Emporium for 223 windows for $167,250. 1
- 801 Clay paid $83,625 upfront, but the windows were never delivered and the deposit was never returned. 2
- 801 Clay sued Boren and Burkett for breach of contract and conversion and sought joint and several damages. 3
- At trial, Burkett admitted the windows were not received and the deposit was not returned, and both men described their relationship as a partnership. 4
- Cantwell testified Boren represented himself as a partner or half-owner, not merely an employee or agent. 5
- The county court entered judgment for 801 Clay against Boren and Burkett jointly and severally, and the circuit court affirmed. 6
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Was there substantial evidence of breach of contract? 7 | 801 Clay proved contract, non-delivery, and failure to refund the deposit. | Boren denied personal liability and disputed breach. | Yes; the evidence overwhelmingly supported breach of contract. 8 |
| Was Boren a partner or purported partner liable on the contract? 9 | Boren held himself out as a partner/owner and was jointly liable. | Boren was only a disclosed agent of TWE. | Yes; substantial evidence showed partnership or purported-partner status. 10 |
| Was Boren protected from liability as a disclosed agent? 11 | A disclosed agent who participates in tortious conduct can still be liable. | His agency status shielded him from personal liability. | No; disclosed-agent status did not bar liability here. 12 |
| Were unbriefed issues and the summary-judgment issue reviewable? 13 | Unbriefed and first-raised issues were waived or barred; summary-judgment denial was moot. | Boren sought review of additional issues, including summary judgment. | No; those issues were waived, barred, or moot after trial. 14 |
Key Cases Cited
- Knights Marine & Indus. Servs. Inc. v. Gulfstream Enters. Inc., 216 So. 3d 1164 (Miss. Ct. App. 2017) (trial judge in bench trial determines witness credibility 15)
- Turner v. State, 425 So. 3d 553 (Miss. Ct. App. 2025) (appellate courts do not reweigh evidence or credibility 16)
- Rebuild Am. Inc. v. Colomb, 344 So. 3d 864 (Miss. Ct. App. 2022) (bench-trial findings reviewed like chancery decrees 17)
- White v. Jernigan Copeland Att'ys, PLLC, 346 So. 3d 887 (Miss. 2022) (elements of breach of contract 18)
- Sunshine Mills, Inc. v. Nutra-Blend, LLC, 417 So. 3d 133 (Miss. 2025) (breach-of-contract remedy is to place the nonbreaching party as if performed 19)
- Anderson v. Anderson, 692 So. 2d 65 (Miss. 1997) (appellate court presumes unarticulated facts were resolved for appellee and accepts supporting evidence 20)
- Century 21 Deep S. Props. Ltd. v. Keys, 652 So. 2d 707 (Miss. 1995) (partnership may arise by oral or implied agreement 21)
- Wilson v. S. Cent. Miss. Farmers Inc., 494 So. 2d 358 (Miss. 1986) (disclosed agents may still be personally liable for tortious conduct 22)
- Lewis v. State, 374 So. 3d 529 (Miss. Ct. App. 2023) (issues unsupported by authority are waived 23)
- Griffin v. State, 824 So. 2d 632 (Miss. Ct. App. 2002) (issues raised for the first time on appeal are barred 24)
- Miss. Bureau of Narcotics v. Hunter, 311 So. 3d 629 (Miss. Ct. App. 2020) (summary-judgment denials become moot after trial on the merits 25)
- Gibson v. Wright, 870 So. 2d 1250 (Miss. Ct. App. 2004) (summary-judgment motions become moot once trial begins 26)