266 So. 3d 643
Miss.2019Background
- Wayne Johnson Electric, Inc. ("Johnson Electric") and Wayne Johnson sued Robinson Electric Supply alleging fraud, breach of contract, overbilling, and other torts related to purchases and joint-pay invoicing on large construction projects (Camp Shelby et al.).
- Chancellor appointed a special master to perform a complex accounting covering Jan. 1, 2009–May 31, 2013; discovery was stayed while the master reviewed thousands of business records produced by Robinson.
- During the proceedings Johnson Electric was administratively dissolved for failure to file an annual report (Dec. 20, 2014); Robinson moved to dismiss the corporation as a party under Mississippi statutory provisions barring suits by dissolved corporations.
- The special master issued a detailed report and supplemental report finding Johnson owed Robinson $38,585.99; the chancellor adopted the reports after hearings and limited additional discovery to certain individual claims.
- The chancellor dismissed the corporate claims (per statute) but permitted Wayne Johnson to pursue individual claims; the parties agreed to a dismissal that led to this appeal.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether an administratively dissolved corporation may continue to "maintain" its lawsuit | Johnson: "Maintain" should be read as merely "commence" or continue winding up business; the suit should proceed despite dissolution | Robinson: Statute barring administratively dissolved corporations from maintaining actions prohibits continuation absent reinstatement | Court: Statute bars administratively dissolved corporations from maintaining actions; dismissal of Johnson Electric affirmed |
| Whether chancellor abused discretion by adopting special master’s report | Johnson: Report was erroneous; insufficient oral testimony and lack of depositions/ability to conduct discovery undermined findings | Robinson: Special master had qualifications, reviewed thousands of records, addressed objections; findings entitled to deference | Court: No abuse of discretion; master’s factual findings not manifestly wrong; chancellor properly adopted report |
| Whether staying discovery until accounting was complete was proper | Johnson: Stay prevented necessary discovery to challenge the master’s findings | Robinson: Stay was appropriate to allow special master to first analyze records and complete accounting | Court: Trial court has broad discretion in discovery; stay was not an abuse of discretion and is moot after dismissal of corporate claims |
| Allocation of special master’s fees | Johnson: (implicitly) fees allocation contestable given proceedings | Robinson: (trial court advanced fees; ordered split after certain hearing) | Court: Affirmed chancellor’s rulings and remanded fee allocation to trial court |
Key Cases Cited
- Columbus Cheer Co. v. City of Columbus, 155 So. 3d 744 (Miss. 2014) (administratively dissolved corporation may defend existing suits but may not maintain actions)
- Royer Homes of Mississippi v. Steiner, 131 So. 3d 592 (Miss. Ct. App. 2013) (distinguishable—addressed statutes effective at time of dissolution and commencement of suit)
- Exclusive Props., Inc. v. Jones, 460 S.E.2d 562 (Ga. Ct. App. 1995) (administrative dissolution does not permit maintenance of suit as part of winding up)
- Trovato v. Trovato, 649 So. 2d 815 (Miss. 1995) (standard of review for chancellor’s acceptance of special master—abuse of discretion)
- Paradise Corp. v. Amerihost Dev., Inc., 848 So. 2d 177 (Miss. 2003) (continuity-of-enterprise context; distinguished on facts)