Warnock & Assocs., LLC v. City of Canton

Decision Date28 September 2021
Docket NumberNo. 2020-CA-00611-COA,2020-CA-00611-COA
Parties WARNOCK & ASSOCIATES, LLC, Appellant v. CITY OF CANTON, Mississippi, Appellee
CourtMississippi Court of Appeals

ATTORNEY FOR APPELLANT: W. THOMAS McCRANEY III, Ridgeland

ATTORNEYS FOR APPELLEE: KIMBERLY CELESTE BANKS, Jackson, PIETER JOHN TEEUWISSEN

BEFORE WILSON, P.J., GREENLEE AND WESTBROOKS, JJ.

WILSON, P.J., FOR THE COURT:

¶1. In 2017, the City of Canton removed Warnock & Associates LLC as the city engineer and subsequently refused to pay certain invoices Warnock submitted for services allegedly rendered prior to its removal. Warnock sued the City in circuit court for breach of contract. The circuit court subsequently granted summary judgment in favor of the City on the ground that Warnock's contract was not enforceable because it was never entered on the official minutes of the City's Board of Aldermen. In addition, the circuit court later denied Warnock's motion to amend its complaint to assert a claim for quantum meruit. We find no error and affirm.

FACTS AND PROCEDURAL HISTORY

¶2. In 2013, Warnock was appointed as the city engineer, and Warnock and the City entered into a professional services agreement. However, their agreement was never entered on the minutes of the City's Board of Aldermen.

¶3. On May 4, 2017, the Board of Aldermen voted to remove Warnock as the city engineer. Warnock claims that at that time, the City owed him $109,145.70 under their agreement for services rendered. On or about May 31, 2017, Warnock sent the City thirteen invoices totaling $109,145.70. All of the invoices were dated May 31, 2017, and none of them provided any detail regarding the dates on which the work was performed. Warnock's invoices were placed on the claims docket for the City's Board of Aldermen meeting on August 1, 2017. The Board approved the entire claims docket by a majority vote. On August 2, the Mayor attempted to veto the Board's vote to pay Warnock's claim while accepting the Board's vote to pay the other claims. Warnock refers to the Mayor's action as "an illegal line-item veto." On August 7, the Mayor rescinded his August 2 veto and instead vetoed the entire claims docket because he did "not believe the City ... ha[d] the legal authority to pay [Warnock's] invoice[s]" and did "not feel that it [was] in the best interests of the City" to pay the invoices. On August 21, the Board approved an amended claims docket that did not include Warnock's claims.

¶4. On August 16, 2017, Warnock attempted to challenge the Mayor's veto by filing a notice of appeal in the circuit court pursuant to Mississippi Code Annotated section 11-51-75 (Rev. 2019). In December 2017, the circuit court dismissed Warnock's appeal as untimely. The court held that the Mayor's August 7 veto was an appealable decision but that it did not become final and appealable until the Board of Aldermen had an opportunity to accept or override the veto. See City of Madison v. Shanks , 793 So. 2d 576, 582 (¶24) (Miss. 2000). That occurred at the Board's next regularly scheduled meeting, which was held on August 21. The circuit court reasoned that Warnock's notice of appeal was "premature" because it was filed before the Mayor's veto became final. The court further held that Warnock's appeal had to be dismissed because Warnock failed to file a timely notice of appeal after the veto became final. Warnock did not appeal the decision of the circuit court.

¶5. On September 29, 2017—while its appeal of the Mayor's veto was pending in the circuit court—Warnock commenced a new action by filing a single-count complaint against the City in the circuit court. Warnock asserted a claim for breach of contract based on the City's failure to pay Warnock's invoices. Warnock alleged that its agreement with the City was "a valid and binding contract under Mississippi law and was duly approved by the governing authority of Canton and appropriately incorporated in the minutes thereof in accordance with Mississippi law."

¶6. The City filed a motion to dismiss the complaint, arguing that Warnock's appeal of the Mayor's veto pursuant to section 11-51-75 was its "exclusive remedy." In November 2018, the circuit court denied the City's motion to dismiss. The City then filed an answer to Warnock's complaint. In its answer, the City denied Warnock's allegation that its agreement with the City was valid, binding, and duly entered on the minutes.

¶7. In February 2019, Warnock filed a motion for summary judgment. In response, the City argued, inter alia, that Warnock's motion should be denied because Warnock's agreement was never entered and recorded on the official minutes of the Board of Aldermen and, therefore, Warnock had no enforceable contract with the City. In May 2019, the circuit court held a hearing on the motion. The court denied Warnock's motion on the ground that there were genuine issues of material fact regarding whether the City had requested and approved the services for which it was billed. The court also noted that Warnock had made "no claim for quantum meruit in the complaint." The court stated that it was unnecessary to make any ruling "relative to the minute[s] rule" because it was denying Warnock's motion on other grounds.

¶8. In August 2019, the City filed a motion for summary judgment. The City again argued that Warnock had no enforceable contract with the City because its agreement was never entered and recorded on the official minutes of the Board of Aldermen. The City also argued that Warnock failed to show that any of the invoices it submitted were for services rendered prior to its removal as city engineer. The City noted that all of the disputed invoices were dated May 31, 2017, and that neither the invoices nor any other evidence showed that the work was performed prior to Warnock's removal on May 4, 2017. In response, Warnock argued the City waived the minutes requirement by failing to plead it as an affirmative defense, that the City had "ratified" its obligation to pay the disputed invoices when the Board voted to pay them, and that "genuine issues of material fact exist regarding whether Warnock is entitled to quantum meruit recovery."

¶9. In November 2019, the circuit court held a hearing on the City's motion. The court stated that the City was entitled to summary judgment because "[t]he only claim in [Warnock's] complaint was [for] breach of contract" and Warnock had failed to show that it had any "legally enforceable" contract with the City. The court stated that there had been "some mention of a claim of quantum meruit" but that it was "not passing on ... that claim" because no such claim was "contained within [Warnock's] complaint." In response, Warnock's counsel argued that the complaint raised the issue because it alleged that Warnock had performed services for which it had not been paid. The court "disagree[d]," stating that while "it [might] be possible for [Warnock] to amend" its complaint, Warnock had never actually filed a motion for leave to amend. The court explained that it was granting the City's motion for summary judgment because the only claim in Warnock's complaint failed as a matter of law.

¶10. The next day, Warnock filed a motion for leave to file an amended complaint to assert a claim for quantum meruit. Following a hearing, the court denied Warnock's motion to amend. The court found that Warnock's motion was untimely because it was not filed until after the court had already granted summary judgment on the sole claim in Warnock's complaint. Therefore, the court entered a final judgment in favor of the City.

¶11. On appeal, Warnock argues the circuit court erred by denying Warnock's motion for summary judgment and then granting the City's motion for summary judgment. Warnock argues that the City waived the minutes rule by failing to plead it as an affirmative defense and that the Board of Aldermen's approval of Warnock's invoices effectively "ratified" Warnock's contract. Warnock also argues that its complaint sufficiently pled a claim for quantum meruit and, in the alternative, that the circuit court abused its discretion by denying Warnock's motion to amend its complaint.

ANALYSIS

I. The circuit court properly denied Warnock's motion for summary judgment and granted the City's motion for summary judgment because Warnock did not have an enforceable contract.

¶12. "We review the grant or denial of a motion for summary judgment de novo, viewing the evidence in the light most favorable to the [nonmoving party]." Karpinsky v. Am. Nat'l Ins. Co. , 109 So. 3d 84, 88 (¶9) (Miss. 2013) (quotation marks omitted). Summary judgment "shall be rendered forthwith if the pleadings, depositions, answers to interrogatories and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." M.R.C.P. 56(c). "[S]ummary judgment is appropriate where the nonmoving party fails to make a showing sufficient to establish the existence of an element essential to the party's case, and on which that party will bear the burden of proof at trial." McGinty v. Grand Casinos of Miss. Inc.-Biloxi , 245 So. 3d 444, 448 (¶12) (Miss. 2018) (quotation marks omitted). "Importantly, the party opposing summary judgment ‘may not rest upon the mere allegations or denials of his pleadings, but his response, by affidavit or as otherwise provided in [ Rule 56 of the Mississippi Rules of Civil Procedure ], must set forth specific facts showing that there is a genuine issue for trial. If he does not so respond, summary judgment, if appropriate, will be entered against him.’ " Karpinsky , 109 So. 3d at 88 (¶10) (quoting M.R.C.P. 56(e) ).

¶13. "A breach-of-contract case has two elements: (1) the existence of a valid and binding contract, and (2) a showing that the defendant has broken, or breached it." Gulf Coast Hospice LLC v. LHC Group Inc. , 273 So. 3d 721, 743 (¶77) (Miss. 2019) (quotation marks...

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