Hughes v. Shipp, 2018-CA-01654-COA
| Decision Date | 15 September 2020 |
| Docket Number | NO. 2018-CA-01654-COA,2018-CA-01654-COA |
| Parties | JAMES L. HUGHES APPELLANT v. SANDRA HUMPHREYS SHIPP, DAVID SHIPP, INDIVIDUALLY, DAVID SHIPP D/B/A ROSE LAKE LLC, AND ROSE LAKE LLC APPELLEES |
| Court | Mississippi Court of Appeals |
DATE OF JUDGMENT: 09/13/2018
TRIAL JUDGE: HON. JAMES CHRISTOPHER WALKER
COURT FROM WHICH APPEALED: YAZOO COUNTY CHANCERY COURT
ATTORNEYS FOR APPELLANT: DENNIS L. HORN SHIRLEY PAYNE LEIGH KATHRYN PAYNE HORN
ATTORNEYS FOR APPELLEES: JOHN PRINCE MARTIN DONALD A. McGRAW JR.
NATURE OF THE CASE: CIVIL - CONTRACT
DISPOSITION: AFFIRMED - 09/15/2020
MOTION FOR REHEARING FILED:
MANDATE ISSUED:
EN BANC.
CARLTON, P.J., FOR THE COURT:
¶1. Dr. James Hughes filed a complaint for breach of contract against Sandra Shipp, David Shipp, individually, David Shipp, doing business as Rose Lake LLC, and Rose Lake LLC (collectively, Defendants). A bench trial was held on the matter in the Yazoo County Chancery Court. At the conclusion of Dr. Hughes's presentation of evidence, the Defendants made a motion to dismiss pursuant to Mississippi Rule of Civil Procedure 41(b) on the ground that Dr. Hughes had shown no right to relief. After hearing arguments from the parties, the chancellor granted the Defendants' motion and entered an order of dismissal. Dr. Hughes filed a motion to alter or amend the judgment by way of reconsideration, which the chancellor denied.
¶2. Dr. Hughes now appeals from the chancellor's order dismissing his case pursuant to Rule 41(b) and the chancellor's order denying his motion to alter or amend the judgment by way of reconsideration. On appeal, Dr. Hughes asserts that the chancellor erred in granting the Defendants' Rule 41(b) motion for an involuntary dismissal. Dr. Hughes maintains that he met his burden of showing that the Defendants ratified the original contract within the statute of limitations and that as a result, he was entitled to recover damages based on rescission, detrimental reliance, and unjust enrichment.
¶3. After our review, we find that the chancellor's judgment granting the Defendant's Rule 41(b) motion for an involuntary dismissal is supported by substantial evidence in the record. We therefore affirm the chancellor's judgment.
¶4. Dr. Hughes's claim for breach of contract stems from the proposed development of a gated community on property owned by Thomas Shipp (Tom), the husband of Sandra Shipp (Sandy) and father of David Shipp (Dave). The proposed development, known as Rose Lake,1 was located on property near Bentonia in Yazoo County, Mississippi.
¶5. Dr. Hughes testified that on July 21, 2004, he met with Tom regarding the development of Rose Lake. Dr. Hughes submitted into evidence the written agreement between himself and Tom regarding Dr. Hughes's investment in the development. The agreement was dated July 21, 2004, and it was written on Tom's letterhead. The written agreement states as follows:
In consideration of the sum of One (1) dollar plus other good and valuable tender, I, Tom Shipp, sell and convey to [Dr. Hughes], two (2) lots of approximately four (4) acres each on a lake to be constructed on what is locally known as Rose Hill Plantation, Bentonia, Mississippi. Mr. Hughes shall have his choice of lots on the West side of the aforementioned lake upon completion.
Both Tom and Dr. Hughes signed the agreement.
¶6. That same day, Dr. Hughes delivered a check to Tom in the amount of $100,000 for the purpose of participating in the "joint venture"2 to develop Rose Lake. Dr. Hughes testified that he provided this $100,000 check based on Tom's written representation that Tom was going to develop Rose Lake. Dr. Hughes submitted a copy of the $100,000 check made out to Tom into evidence. The check was dated July 21, 2004.
¶7. On October 21, 2004, Tom died. The final judgment closing Tom's estate provided that Sandy, as Tom's sole beneficiary, was to receive all properties owned by Tom at the time of his death. Dr. Hughes testified that the Defendants did not inform him of Tom's death, nor was he provided notice of his death as a creditor. Dr. Hughes stated that he learned aboutTom's death approximately one to two years after Tom died. Dr. Hughes never filed any claims against Tom's estate seeking a return of his $100,000 or seeking enforcement of the written agreement.
¶8. Dr. Hughes testified that on May 29, 2008, upon Dave's request, he wrote a check to Rose Lake in the amount of $33,000. After writing "Rose Lake" on the "to" line on the check, Dr. Hughes added Dave's name in parentheses. Dr. Hughes testified that the money was to be used to develop more lots on the north end of the lake. According to Dr. Hughes, in return for the additional $33,000 investment, a third lot in the development would be assigned to him. On the "for" line on the check, Dr. Hughes wrote "Investment lot (total 3)."
¶9. Dr. Hughes testified that after he wrote Dave the check for $33,000 on May 29, 2008, he met with Dave "[m]aybe every six to eight months or so." Dr. Hughes admitted that during those meetings, Dave "never said anything about [Dr. Hughes's] ownership" in the Rose Lake development. Dr. Hughes also admitted that he did not initiate any conversation with Dave regarding his ownership in Rose Lake until March 4, 2015.
¶10. On March 4, 2015, Dr. Hughes met Dave and Sandy for a meal at the Islander Oyster House in Jackson, Mississippi.3 Dr. Hughes testified that he invited Dave and Sandy to meet him at the Islander Oyster House with the intention of "bring[ing] some finalization of the contract agreement with Tom Shipp to some finality that was appropriate for all."
¶11. Dr. Hughes testified that at the March 4, 2015 meeting, the Defendants orally ratified the original July 21, 2004 written agreement between Dr. Hughes and Tom. Dr. Hughes maintains that as a result of this ratification, the Defendants became parties to that agreement and assumed Tom's obligation to comply with the terms and conditions of the agreement. After the meeting, Dr. Hughes provided a list of written proposals to Dave and Sandy to review. Dr. Hughes described the proposals "starting points for bringing some finality" to the agreement he entered into with Tom.
¶12. However, the Defendants maintain that no such ratification occurred at the March 4, 2015 meeting at the Islander Oyster House. At trial, Dave testified that the parties barely even talked about Rose Lake during the meeting.
¶13. Dr. Hughes testified that after the March 4, 2015 meeting, the Defendants avoided him and ignored his requests to meet. Dr. Hughes also asserts that because the Defendants failed to take any steps toward performing the original contract, the Defendants therefore breached the contract, justifying its rescission.
¶14. On September 13, 2017, Dr. Hughes filed a complaint against the Defendants for breach of contract. Dr. Hughes specifically alleged that "[the] Defendants have committed a substantial and material breach of the contract, justifying its rescission." Dr. Hughes sought $ 133,000 in unjust enrichment, along with consequential damages, punitive damages, pre-judgment interest, post-judgment interest, and attorney's fees. Dr. Hughes attached a copy of the July 21, 2004 written agreement to the complaint, as well as a copy of the July21, 2004 check for $100,000, and a copy of the May 29, 2008 check for $33,000.
¶15. On October 23, 2017, the Defendants filed a motion to dismiss Dr. Hughes's complaint pursuant to Mississippi Rule of Civil Procedure 12(b)(6). The Defendants argued that Dr. Hughes's complaint failed to comply with the statute of frauds for the following reasons: (1) no written contract for the sale of land was attached to the complaint, and pursuant to Mississippi Code Annotated section 15-3-1 (Rev. 2019), any contract for the sale of lands must be in writing to be enforceable; (2) the statute of frauds requires a contract to describe the land with a reasonable certainty or refer to and identify other writings by the aid of which the description can be made reasonably certain, yet the July 21, 2004 written agreement attached to the complaint "is devoid of any reasonably certain description as to which lots would purportedly be conveyed to [Dr. Hughes] if the contract were enforced"; (3) the written agreement is void because it is "partly in writing and partly in parol"; specifically, the agreement lacks any timeframe for performance or any definition of what constitutes "completion" of the development; and (4) Dr. Hughes is not attempting to enforce the agreement against Tom or his estate but rather against Sandy or Dave, who are not parties to the written agreement.
¶16. On November 22, 2017, Dr. Hughes filed his response to the Defendants' motion to dismiss, arguing that when consideration is paid pursuant to a contract to convey property, the payor may pursue an action lying in unjust enrichment, even if the contract is not within the statute of frauds.
¶17. After a hearing on the Rule 12(b)(6) motion to dismiss, the chancellor entered an order on January 18, 2018, denying the Defendants' motion, explaining that "the [c]ourt finds that there is not a certainty that [Dr. Hughes] is entitled to no relief under any set of facts that could be proven in support of the claim."
¶18. On August 24, 2018, after engaging in discovery, the Defendants then filed a motion for partial summary judgment. In their motion, the Defendants argued that Dr. Hughes's claim to recover the $100,000 he paid to Tom is time-barred. The Defendants asserted that under Mississippi Code Annotated section 91-7-151 (Rev. 2018), Dr. Hughes failed to probate his claim against Tom's estate within ninety days. The Defendants further argued that even if no estate proceeding had occurred, Dr. Hughes was still required to file a notice of his claim against Tom's estate within three years and ninety days of Tom's death, according to Mississippi Code Annotated section 91-7-91 (Supp. 2019).
¶19. The chancellor set the matter for a bench trial on the merits, at...
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