Holcomb, Dunbar, Watts, Best, Masters & Golmon, P.A. v. 400 S. Lamar Oxford Mad Hatter Partners, LLC

• Decision Date: 17 March 2022
• Docket Number: 2019-CT-01702-SCT
• Court: United States State Supreme Court of Mississippi
• Parties: HOLCOMB, DUNBAR, WATTS, BEST, MASTERS & GOLMON, P.A. f/k/a HOLCOMB DUNBAR, P.A. v. 400 SOUTH LAMAR OXFORD MAD HATTER PARTNERS, LLC AND BLAKE TARTT III

HOLCOMB, DUNBAR, WATTS, BEST, MASTERS & GOLMON, P.A. f/k/a HOLCOMB DUNBAR, P.A.
v.
400 SOUTH LAMAR OXFORD MAD HATTER PARTNERS, LLC AND BLAKE TARTT III

No. 2019-CT-01702-SCT

Supreme Court of Mississippi, En Banc

March 17, 2022

DATE OF JUDGMENT: 10/08/2019

LAFAYETTE COUNTY CIRCUIT COURT MICHAEL N. WATTS HON. FRANK G. VOLLOR TRIAL JUDGE

BRADLEY TRUETT GOLMON MICHAEL N. WATTS LEWIS CLAYTON CULPEPPER, III

ATTORNEYS FOR APPELLANT: MICHAEL N. WATTS BRADLEY TRUETT GOLMON

ATTORNEYS FOR APPELLEES: JOSEPH T. GETZ LEWIS CLAYTON CULPEPPER, III

ISHEE, JUSTICE

¶1. This is a landlord/tenant dispute regarding a commercial lease of an office space in Oxford, Mississippi. Holcomb, Dunbar, Watts, Best, Masters & Golmon, P.A. ("Holcomb Dunbar"), was the tenant and 400 South Lamar Mad Hatter Partners, LLC ("Mad Hatter"), was the successor landlord.

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¶2. Mad Hatter sued Holcomb Dunbar for breach of the lease due to its failure to pay rent for the remaining eighteen months of its three-year lease. Mad Hatter filed a "Complaint in Ejectment, Breach of Contract and Associated Damages" in the Lafayette County Circuit Court. After discovery, Mad Hatter filed a motion for summary judgment, which the trial court granted. Mad Hatter was awarded $133, 900 in unpaid rent. The trial court also denied Holcomb Dunbar's motion for partial summary judgment and motion to amend its counterclaim, while granting Mad Hatter's motion to quash certain subpoenas. Holcomb Dunbar's remaining counterclaims went to trial, and the jury found against it. Holcomb Dunbar appealed the trial court's rulings on these four motions. The Court of Appeals affirmed the trial court's judgment and this Court granted certiorari.

FACTS

¶3. Holcomb Dunbar entered into a nine-year commercial lease with Greenville Compress Co. in November 2009. The lease was segmented into three three-year options. Holcomb Dunbar renewed this lease in November 2012 for an additional three-year term to last through December 31, 2015. Greenville Compress Co. sold this property to Mad Hatter. Bradley Best of Holcomb Dunbar met with the principal of Mad Hatter, Blake Tartt, in September 2015 to discuss the next lease renewal. At this meeting, Best informed Tartt that Holcomb Dunbar was in the process of constructing a new building for its office in a nearby development called Oxford Commons. But Holcomb Dunbar was not certain the exact date it would be able to move into the new space. Tartt then offered Best a shorter-term lease on the property at a higher rate. However, the parties ultimately agreed to renew the final three-

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year option and Holcomb Dunbar was to move out as soon as the construction of the new building was finished. As a result, the lease was renewed in October 2015 with a December 2018 expiration term. During this meeting, Tartt told Best that he would help to find new tenants to take over. However, no provision in the lease required Mad Hatter to locate a subtenant for Holcomb Dunbar.

¶4. On August 3, 2016, Holcomb Dunbar corresponded with Tartt reminding him that it would be moving out in November 2016 and asked if it would need to find a replacement tenant, but Tartt did not respond. Holcomb Dunbar vacated the property in November 2016 and moved to Oxford Commons. In March 2017, Holcomb Dunbar gave Mad Hatter its key to the premises, and this fact was admitted by Mad Hatter in its answer. The last rental payment Holcomb Dunbar made under the lease was for April 2017. On April 11, 2017, Best secretly recorded a telephone conversation with Tartt about his progress in finding a replacement tenant for Holcomb Dunbar's remaining lease term. On June 29, 2017 and July 13, 2017, Mad Hatter sent notices of default to Holcomb Dunbar. On July 20, 2017, Best sent Tartt a notice of alleged breach of the lease that stated, "Holcomb Dunbar considers that its obligations under the lease of Suite A to be fulfilled and concluded" because Mad Hatter "breached its obligations under the lease and its duty to conduct itself in good faith and to deal fairly with the firm in numerous and repeated respects." Mad Hatter responded on July 21, 2017, by sending Holcomb Dunbar a "Three-day Notice" letter. This letter threatened a lawsuit for legal possession of the premises and past-due rent if the firm did not pay its past

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due rent of $19, 500 and related fees in three days. Mad Hatter claimed that it never forfeited or terminated the lease.

¶5. In September 2017, Mad Hatter then filed an "Amended Complaint in Ejectment, Breach of Contract and Associated Damages," requesting possession of the premises and damages, a writ of possession, $32, 000 in past due rent and fees and accelerated rent through the end of the lease term. Holcomb Dunbar then filed an answer and counterclaim.

¶6. A trial court hearing was then held on Mad Hatter's motion for summary judgment and motion to quash and on Holcomb Dunbar's motion for partial summary judgment and motion to amend. In its summary-judgment motion, Mad Hatter claimed twenty months of rent, from May 2017 to December 2018 at $6, 500 a month, plus late fees. Mad Hatter prevailed on all four motions. The trial judge, without a jury trial, determined that Holcomb Dunbar was responsible for all twenty months of...