101 So. 3d 662
Miss. Ct. App.2012Background
- Gene Abbott and Billy Williamson sold SuperCo to Storey and Barrett with a noncompetition clause stating buyers will not buy another Warren County location without sellers’ consent (Item cc).
- In 2009 Storey and Barrett opened negotiations to open a new ground-up pharmacy at 2080 Frontage Road; Abbott and Williamson consented and planned to work there.
- Storey later filed a dissolution suit against Barrett; Barrett could not obtain the lease; Storey obtained the lease in his own name.
- Abbott and Williamson sued Storey, Battlefield Express Drugs, Inc., and Battlefield Compounding Center, Inc. in 2009 alleging Storey violated Item cc by securing a competing location; Storey counterclaimed for liquidated damages under Item m for their lawsuit.
- The circuit court granted summary judgment for Abbott/Williamson on Storey’s counterclaim (Item m) and dismissed Abbott/Williamson’s complaint regarding Item cc; Storey appealed and Abbott/Williamson cross-appealed.
- The Mississippi Court of Appeals affirmed, holding Item m bound Abbott/Williamson to develop plans for the company and that their filing of suit did not breach Item m; the court also dismissed Abbott/Williamson’s claim under Item cc as Storey had not yet purchased another location.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Did Abbott/Williamson breach Item m by filing suit? | Storey argues breach of Item m and entitlement to liquidated damages. | Abbott/Williamson contend suit was permissible and did not breach Item m; it was to enforce the agreement’s protections. | No breach; summary judgment for Abbott/Williamson affirmed. |
| Did Storey breach Item cc by buying another location in Warren County? | Storey contends he did not buy a location; he leased/negotiated a lease for a ground-up store and thus did not buy. | Abbott/Williamson claim any purchase/agreement violation includes acquiring a competing site; Storey’s actions breached cc. | No breach; contract unambiguously required actual purchase; dismissal affirmed. |
Key Cases Cited
- Mazzeo v. Busby, 929 So.2d 369 (Miss. Ct. App. 2006) (summary judgment standard; view evidence in non-movable party’s favor)
- Lang v. Bay St. Louis/Waveland School Dist., 764 So.2d 1234 (Miss. 1999) (de novo review of motion to dismiss; accept allegations as true)
- Tucker v. Hinds County, 558 So.2d 869 (Miss. 1990) (summary judgment burden on movant; no genuine facts at issue)
- Facilities, Inc. v. Rogers-Usry Chevrolet, Inc., 908 So.2d 107 (Miss. 2005) (contract interpretation—look to four corners and intent)
- Mississippi Farm Bureau Cas. Ins. Co. v. Britt, 826 So.2d 1261 (Miss. 2002) (unambiguous contract terms given plain meaning)