Chantey Music Pub., Inc. v. Malaco, Inc.

• Decision Date: 01 December 2005
• Docket Number: No. 2004-CA-01581-SCT.,2004-CA-01581-SCT.
• Citation: 915 So.2d 1052
• Parties: CHANTEY MUSIC PUBLISHING, INC. v. MALACO, INC.
• Court: Mississippi Supreme Court

Page 1052

915 So.2d 1052

CHANTEY MUSIC PUBLISHING, INC. v. MALACO, INC.

No. 2004-CA-01581-SCT.

Supreme Court of Mississippi.

December 1, 2005.

Meda Byrd Lindley, attorney for appellant.

Robert A. Malouf, attorney for appellee.

EN BANC.

CARLSON, Justice, for the Court.

¶ 1. The Circuit Court of the First Judicial District of Hinds County entered a judgment enforcing the settlement agreement reached in a mediation conference between Chantey Music Publishing, Inc. and Malaco, Inc. Feeling aggrieved from the entry of this judgment, Chantey appeals to us. Finding the judgment of the Hinds County Circuit Court, Judge Winston L. Kidd, presiding, to be supported by the evidence and consistent with the applicable law, we affirm.

FACTS AND PROCEEDINGS IN THE TRIAL COURT

¶ 2. This litigation arises from a copyright dispute concerning six songs written by Tommy Tate, a contract song writer originally retained by Chantey Music Publishing, Inc. Specifically, Chantey alleges that Malaco, Inc. interfered with its contractual relationship with Tate and caused it to suffer damages when Malaco hired Tate away from Chantey. Based on this alleged act of contractual interference, Chantey, in 1992, filed suit against Malaco, and the parties were actively engaged in pre-trial activities for the next two years until November of 1994, when Chantey inexplicably allowed the case to become dormant. Seven uneventful years passed in the life of this civil litigation. Finally, in October of 2001, Chantey filed a motion for summary judgment. In response to Chantey's motion, Malaco filed a motion to dismiss. Ultimately, the trial court denied both motions by order dated April 12, 2002.

¶ 3. On May 24, 2002, the circuit court judge referred the parties to mediation, and the mediation conference was held on July 22, 2002, by Patrick H. Zachary, a Mississippi attorney experienced in mediation. The mediation conference took place at the Mississippi Bar Center in Jackson, and present at this conference were Chantey's president and sole shareholder, Sam Kazery, his wife, Wren Kazery, and Chantey's legal counsel, Matthew Pepper and Peter K. Smith. Robert A. Malouf attended the mediation conference as Malaco's legal counsel.

¶ 4. The mediation conference primarily focused on bringing the parties to terms concerning the ownership of the intellectual rights of Tate's songs and the accompanying lost proceeds realized by these songs. Eight and one-half hours into the mediation conference, the parties reached a settlement which was memorialized in a document styled "Post Mediation Agreement." Malouf executed this agreement on behalf of Malaco, and Kazery, Pepper and Smith executed this agreement on behalf of Chantey.

¶ 5. Following the mediation conference, and in an attempt to clarify the agreed terms of the Post Mediation Agreement, Zachary, as promised, reduced the details of the day's deliberations to a typewritten document dated August 8, 2002. This document was in fact a draft letter to the participating attorneys, and this letter set out the full terms of the Post Mediation Agreement reached between the parties.

¶ 6. Shortly after this correspondence was delivered, Malaco filed with the court a motion to enforce the settlement. By way of a response, Chantey filed a motion to set aside the mediation agreement accompanied by a motion requesting that Chantey be allowed to be represented pro se through its president and sole shareholder, Kazery.

¶ 7. These motions were heard by the circuit court on January 13, 2003, and in open court, Judge Kidd denied Chantey's motion to represent itself pro se and found that Rule 1.06 of the Mississippi Uniform Rules of Circuit and County Court Practice clearly mandated that a corporation must be represented by counsel.¹ In actuality, while Judge Kidd acknowledged, at the beginning of the hearing, the existence of Chantey's pending motion to proceed pro se, this motion was not considered by the trial judge until Kazery rose to cross-examine Malaco's first witness at the hearing, at which time Malaco's attorney objected pursuant to URCCC 1.06. After an on — the-record discussion in open court with Kazery and Malaco's counsel, Judge Kidd found that URCCC 1.06 afforded him no discretion and that he was thus required to deny Chantey's motion to proceed pro se via Kazery. During the discussion prior to the trial court's ruling on the motion, Kazery requested of the trial judge that if he should deny the motion to proceed pro se, then the trial judge should "accept all the letters, all the motions, and all the attachments that are filed and those that have been hand-delivered to your administrator be considered [as well as] Mr. and Mrs. Kazery's sworn statement." After Judge Kidd's denial of Chantey's motion to proceed pro se, the transcript of the hearing reveals the following:

Mr. KAZERY: Yes, sir. Can you accept everything we have submitted as our testimony and based on Mr. Malouf, what he just —

THE COURT: It's been filed and I have it. The Court reviewed numerous documents in this case and I believe there's been at least one hearing prior to now with respect to this matter following the mediation and the Court has reviewed all documents in this matter......

* * *

THE COURT: The Court will accept all filings you've made and in terms of any ruling that the Court makes, the Court will consider all documents you've filed.

¶ 8. Judge Kidd then continued the hearing on the issue of whether the settlement agreement was valid and enforceable. At the conclusion of the hearing, the trial court took this issue under advisement and in due course, the trial court entered a detailed findings of fact and conclusions of law, followed by an order granting Malaco's motion to enforce the settlement. Contained in the documents considered by Judge Kidd during his deliberations were assertions by Chantey that the mediation was tainted by coercion and that Kazery signed the Post Mediation Agreement under duress and mental impairment.²

¶ 9. Aggrieved by the circuit court's enforcement of the settlement agreement, Chantey timely filed its notice of appeal and retained new counsel to represent it before this Court.

DISCUSSION

¶ 10. Today's case involves a decision made by a circuit judge sitting without a jury. On appeal of a trial court judgment rendered subsequent to a bench trial where the judge has sat as the fact-finder, we afford deference to the findings of the trial judge. We have held "a circuit court judge sitting without a jury is accorded the same deference with regard to his findings as a chancellor, and his findings are safe on appeal where they are supported by substantial, credible, and reasonable evidence." City of Jackson v. Perry, 764 So.2d 373, 376 (Miss.2000) (citing Puckett v. Stuckey, 633 So.2d 978, 982 (Miss. 1993)). Therefore, this Court affords the same deference to the rulings of a circuit court judge ruling from the bench as it does a chancellor. It follows that we will not disturb the findings of the judge unless manifestly wrong, clearly erroneous, or an erroneous legal standard was applied. Hill v. Southeastern Floor Covering Co., 596 So.2d 874, 877 (Miss.1992), Bell v. Parker, 563 So.2d 594, 597 (Miss. 1990).

¶ 11. We begin with an acknowledgment of the general premise that compromise reached by way of mediation or otherwise, is favored in the state of Mississippi. Moreover, the law favors the settlement of disputes by agreement of the parties and, ordinarily, will enforce the agreement which the parties have made, absent any fraud, mistake, or overreaching. Hastings v. Guillot, 825 So.2d 20, 24 (Miss.2002) (citing First Nat'l Bank v. Caruthers, 443 So.2d 861, 864 (Miss. 1983); Weatherford v. Martin, 418 So.2d 777, 778 (Miss.1982)). Importantly, we apply contract law analysis to settlement agreements. This is true of any type of negotiated settlement. Newell v. Hinton, 556 So.2d 1037, 1042 (Miss.1990); East v. East, 493 So.2d 927, 931-32 (Miss.1986). Settlement agreements are contracts made by the parties, upon consideration acceptable to each of them, and the law will enforce them. Id. at 932-33. Courts will not rewrite them to satisfy the desires of either party. Travelers Indem. Co. v. Chappell, 246 So.2d 498, 510 (Miss.1971). In McCorkle v. Hughes, 244 So.2d 386 (Miss.1971), we discussed the appropriate application of contract principles to agreements made in contemplation of settlement. One of the cases cited by the Court in McCorkle was Kohler v. Oliver, 114 Miss. 46, 74 So. 777 (1917). In Kohler, this Court stated:

Compromises are favored by law. The rule is stated in 5 R.C.L. 878, as follows:

"It is the duty of courts rather to encourage than to discourage parties in resorting to compromise as a mode of adjusting conflicting claims; and the nature or extent of the rights of each should not be nicely scrutinized. Courts should, so far as they can do so legally and properly, support agreements which have for their object the amicable settlement of doubtful rights by parties; the consideration for such agreements is not only valuable, but highly meritorious. They are encouraged because they promote peace, and when there is no fraud, and the parties meet on equal terms and adjust their differences, the court will not overlook the compromise, but will hold the parties concluded by the settlement.

114 Miss. at 46, 74 So. at 777. In addition to Kohler, this Court in McCorkle also cited Fornea v. Goodyear Yellow Pine Co., 181 Miss. 50, 178 So. 914 (1938). In Fornea, we stated:

If the plaintiff signed the contracts involved in the above statements, knowing their conditions, and was not misled or deceived by fraudulent representations, he is bound by the written terms of the contract. While the law recognizes that there is no method known to the law by which to make people prudent, and that experience shows that people often imprudently make contracts, including the signing of...