335 So.3d 1098
Miss. Ct. App.2022Background
- William and Richard Rives and Jason Ishee formed R.I.R., LLC to operate a Georgia Blue restaurant; the brothers were to contribute $75,000 and Ishee $75,000.
- The Riveses allege they repeatedly offered to tender their $75,000 (about ten times in 2014–2015), but Ishee refused to accept the funds.
- The restaurant opened in spring 2015; after months without distributions the brothers sought access to financial records in August 2015 and were denied by Ishee’s lawyer.
- Ishee later filed articles of dissolution for R.I.R., LLC on April 7, 2016.
- The Riveses first sued (around 2016) but that suit was dismissed for want of prosecution; they refiled on April 5, 2019 alleging breach of contract, wrongful dissolution, and quantum meruit.
- The chancery court dismissed all claims as time‑barred; the Court of Appeals affirmed the dismissal.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Timeliness of breach‑of‑contract claims | Riveses: breaches include wrongful dissolution (filed Apr 7, 2016), so suit filed Apr 5, 2019 is within 3 years | Ishee: alleged breaches (refusal to accept capital, denial of records, failure to distribute) occurred in 2014–Aug 2015; first suit’s dismissal for want of prosecution did not toll limitations | Court: breach claims barred by 3‑year statute; accrual occurred when refusals/denial happened (by Aug 2015); April 2016 dissolution did not reset accrual for those breaches (majority) |
| Availability of quantum meruit | Riveses: alternatively entitled to quantum meruit recovery | Ishee: express contract existed so quantum meruit inapplicable; claim also time‑barred | Court: quantum meruit unavailable where an express contract governs; even if applicable, it would be time‑barred |
Key Cases Cited
- White v. White, 325 So. 3d 666 (Miss. Ct. App. 2019) (three‑year statute of limitations for breach of contract)
- Johnson v. Crisler, 125 So. 724 (1930) (cause of action for breach accrues at time of breach)
- Black v. Ansah, 876 So. 2d 395 (Miss. Ct. App. 2003) (accrual occurs when plaintiff receives notice of the adverse decision)
- Knight v. Knight, 85 So. 3d 832 (2012) (tolling rules for refiling; limitations not tolled by dismissals for want of prosecution)
- Thornhill v. Ingram, 178 So. 3d 721 (2015) (statute of limitations is not tolled during proceedings dismissed for failure to prosecute)
- Redd v. L & A Contracting Co., 151 So. 2d 205 (1963) (quantum meruit applies only where no express agreement exists)
- Sentinel Indus. Contracting Corp. v. Kimmins Indus. Serv. Corp., 743 So. 2d 954 (1999) (parties cannot abandon an express contract and recover in quantum meruit for the same subject)
- The Law Firm of Logan & Bise v. Stewart (In re Est. of Stewart), 732 So. 2d 255 (1999) (three‑year limitations applies to quantum meruit claims)