Elsas v. Yakkassippi, LLC, CIVIL ACTION NO. 5:15-cv-28(DCB)(MTP)

CourtUnited States District Courts. 5th Circuit. Southern District of Mississippi
Writing for the CourtDavid Bramlette UNITED STATES DISTRICT JUDGE
PartiesNANCY ELSAS, Individually, as personal representative of the Estate of Louis Jacob Elsas II, and as Trustee of the Residuary Trust of the Louis Jacob Elsas II Management Trust U/A, Sept. 28, 2011 PLAINTIFF v. YAKKASSIPPI, LLC DEFENDANT
Docket NumberCIVIL ACTION NO. 5:15-cv-28(DCB)(MTP)
Decision Date16 June 2016

NANCY ELSAS, Individually, as personal representative of the Estate
of Louis Jacob Elsas II, and as Trustee of the Residuary Trust
of the Louis Jacob Elsas II Management Trust U/A, Sept. 28, 2011 PLAINTIFF
v.
YAKKASSIPPI, LLC DEFENDANT

CIVIL ACTION NO. 5:15-cv-28(DCB)(MTP)

UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF MISSISSIPPI WESTERN DIVISION

June 16, 2016


MEMORANDUM OPINION AND ORDER

This cause is before the Court on the plaintiff's Motion for Summary Judgment (docket entry 65), and on the defendant's Motion in Limine (docket entry 76). Having carefully considered the parties' briefs and the applicable law, as well as testimony and oral arguments presented by the parties at a hearing on May 12, 2016, the Court finds as follows:

The plaintiff's Complaint alleges that on or about August of 2014, Yakkassippi, LLC ("Yakkassippi") purchased several of the Elsas family members' mineral interest shares for $1,500,000.00; and, during the same period, offered to purchase the entire share of the Elsas family minerals owned by the Estate of Dr. Louis Jacob Elsas, II, deceased ("the Estate"). The plaintiff, Nancy Elsas, serves as Personal Representative of the Estate and as Trustee of the Louis Jacob Elsas, II, Residuary Trust. Yakkassippi prepared and sent, to Nancy Elsas and her counsel Haley Schwartz, a Purchase and Sale Agreement ("PSA") for review and signature, and agreed to

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pay $500,000.00 to purchase the Estate's entire mineral interests in Wilkinson County, Mississippi. Yakkassippi agreed to hold harmless and indemnify the seller and its agents from "all claims, losses, costs, liabilities, and expenses arising out of or resulting from any misrepresentation or breach of any warranty, covenant, or agreement of Buyer contained in this Agreement." PSA, ¶ 10.

On or about August 20, 2014, the plaintiff accepted the PSA, co-signed it on behalf of the Estate, and returned the executed document to Yakkassippi. The document obligated the parties to close the sale within 90 days of the date of the PSA. PSA, ¶ 3. The PSA also stated that the effective date of the mineral deed would be no later than November 15, 2014. Id.

On November 14, 2014, the plaintiff communicated to Yakkassippi, through her counsel, that she was prepared to tender a signed mineral deed as required by the PSA. E-mail of 11-14-14 (Exhibit 3 of plaintiff's Complaint). The plaintiff contends that the defendant "willfully breached the PSA, repudiating the executed agreement and refusing to close the sale as obligated by the PSA," and "advised that they had no intention of closing the agreed-upon sale unless and until [the plaintiff] - as well as other Elsas family members who were not parties to the PSA - sign a release and indemnity agreement as a condition precedent to closing the purchase and sale." Complaint, ¶ 20. The plaintiff states that

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such release and indemnity agreement was neither a term nor a condition of the PSA, "nor was any such agreement included in any negotiations for the sale and purchase of the subject minerals before the PSA was signed." Id. Furthermore, the PSA provides:

(c) Entire Agreement. This Agreement, together with the exhibits attached hereto and the Mineral Deed and other documents to be delivered pursuant to the terms hereof, shall constitute the complete agreement between the Parties and shall supersede all prior agreements, whether written or oral, and any representations or conversations with respect to the Interests. This Agreement represents the final understanding and agreement between the Parties on the matters addressed herein and may not be contradicted by evidence or prior, contemporaneous, or subsequent oral arguments of the Parties.

PSA, ¶ 11(c).

The plaintiff seeks a ruling that the parties entered into an unambiguous, jointly-signed contractual agreement (the PSA), entitling the plaintiff to the remedy of specific performance or, in the alternative, damages for willful breach of the contract by the defendant. She also seeks an award of attorney's fees and costs. Complaint, ¶¶ 23, 27.

The defendant does not dispute that a contract was formed. However, Yakkassippi contends that the plaintiff is not entitled to summary judgment, nor to the remedy of specific performance, because genuine issues of material fact exist based on Yakkassippi's affirmative defenses, including equitable estoppel, along with conduct by the plaintiff or her agents evidencing a material breach of contract, anticipatory breach of contract,

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repudiation of the contract, contract modification, unclean hands and/or duress and coercion.

Specifically, Yakkassippi agrees that the first two elements of contract formation (offer and acceptance) were achieved, leading to the drafting of the PSA and its execution by the parties. However, the defendant alleges that the plaintiff attempted to renegotiate the purchase price in the PSA, and threatened litigation if the previously bargained-for consideration were not increased)(constituting anticipatory breach and/or repudiation of the...

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