Trinity Yachts, LLC v. Thomas Rutherfoord, Inc.
1:11-cv-00507
| S.D. Miss. | Mar 5, 2013Background
- Trinity Yachts sues Rutherford for excessive, undisclosed commissions charged via its brokers; Rutherford moves for partial summary judgment on multiple issues.
- Trinity relocated operations to Mississippi after Katrina; its primary offices and most work are Mississippi-based, with some Louisiana connections.
- Insurance arrangement involved US retail broker (Gallagher) and London broker (NMB); Bowood received commissions alongside a flat fee.
- Letter agreements (2006–2008) set Rutherford’s fees but did not disclose Bowood’s commissions; Trinity later switched to Lockton as retail broker and NMB as London broker in 2009.
- After discovering commissions in 2011, Trinity sued in Mississippi; a prior Louisiana complaint was dismissed; issues include choice of law, duty, and damages.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Choice of law and peremption | Mississippi law governs; Louisiana peremption should not bar claims. | Louisiana law applies; Louisiana § 9:5606 peremption bars claims. | Louisiana law and peremption denied; choice of law and peremption not applied. |
| Breach of contract | Rutherford failed to fully disclose Bowood’s commissions under the contracts. | Letter agreements only regulated Rutherford’s fees; no duty to disclose Bowood’s commissions. | Summary judgment for Rutherford; no breach of contract shown. |
| Breach of fiduciary duty | Rutherford owed a fiduciary duty due to trusted relationship and control over Trinity’s insurance needs. | Arms-length, sophisticated business relationship; no fiduciary duty. | Summary judgment for Rutherford; no fiduciary duty found. |
Key Cases Cited
- Harvey Specialty & Supply, Inc. v. Anson Flowline Equip. Inc., 434 F.3d 320 (5th Cir. 2005) (Rule 41(a)(1) dismissal effect and plaintiff’s rights when dismissing a prior suit)
- Zurich Amer. Ins. Co. v. Goodwin, 920 So. 2d 427 (Miss. 2006) (contract interpretation; fiduciary considerations in Mississippi)
- Ellis v. Trustmark Builders, Inc., 625 F.3d 222 (5th Cir. 2010) (Mississippi choice-of-law analysis framework for substantive vs. procedural law)
- Wayne v. Tenn. Valley Auth., 730 F.2d 392 (5th Cir. 1984) (Restatement § 6 factors for most significant relationship in choice of law)
- Little v. Liquid Air Corp., 37 F.3d 1069 (5th Cir. 1994) (summary judgment standard; need for genuine issues of material fact)