Logan v. Corinth-Alcorn County Joint Airport Bd., EC85-262-LS-D.
| Decision Date | 23 July 1987 |
| Docket Number | No. EC85-262-LS-D.,EC85-262-LS-D. |
| Citation | 665 F. Supp. 506 |
| Parties | Joseph Lee LOGAN, Jr. and Pattey Surrency Daniel, Plaintiffs, v. CORINTH-ALCORN COUNTY JOINT AIRPORT BOARD; Jessie L. Vanderford, Individually and as Chairman of Said Board; Harold Patrick, Individually and as a Member of Said Board; Clarence Paul, Individually and as a Member of Said Board; and William Odom, Individually and as a Member of Said Board, Defendants. |
| Court | U.S. District Court — Northern District of Mississippi |
John Booth Farese, Farese, Farese & Farese, P.A., Ashland, Miss., for plaintiff Joseph Lee Logan, Jr. Donald D. Wrighton, Aberdeen, Miss., for plaintiff Pattey Surrency Daniel.
Robert G. Krohn, Price, Krohn & McLemore, Corinth, Miss., for defendants.
OPINION GRANTING DEFENDANTS' MOTION FOR SUMMARY JUDGMENT
This cause comes before the court on defendants' motions for summary judgment (1) as to all defendants on the grounds that there was no breach of the underlying contract, (2) as to all individual defendants on the ground of personal immunity of board members for actions taken in their governmental capacity, (3) as to William C. Odom, Jr., because he voted against the proposed termination, and (4) as to Clarence Paul because he was not a member of the board at the time the board voted to terminate the contract. The court finds that the motions enumerated (1) and (2) above are well taken and for reasons set out below are accordingly granted. The motions enumerated (3) and (4) were not considered, as the granting of motion (2) renders both motions moot.
In March, 1984, Logan began operations at the Corinth-Alcorn County Airport under the name Corinth Aviation. (Corinth Aviation will be used to refer to Logan's business operations.) On October 9, 1984, there was a meeting of the board, attended by Joe Logan, in which the board approved a motion "that this Board advise Mr. Joe Logan that it does not intend to renew the Lease Agreement." The motion was approved three to one with William C. Odom, Jr., voting against the motion. The board then unanimously approved two motions hiring an attorney to develop a new lease and authorizing new negotiations with Joe Logan in connection with the new lease. In November, 1984, a copy of the minutes of the October 9, 1984, meeting was provided to Joe Logan.
In early December, 1984, Joe Logan left Corinth to visit relatives in Georgia and Florida. On December 13, 1984, the board sent a certified letter to Logan at the business's address. This letter expressly terminated the lease on February 28, 1985. The post office gave notice of the letter on December 15 and December 20, 1984. The letter was never claimed by Logan or his employees. Hand delivery of a second letter with similar language to Nell Brown, a full-time employee of Logan's, was attempted on December 21, 1984. Nell Brown's duties included securing Corinth Aviation's mail from the mailbox, delivering mail to the post office, and opening bills received in the mail.1 Nell Brown refused to accept the letter, and the envelope was left on her desk. Logan telephoned the offices of Corinth Aviation on or about December 21 and was informed of the attempt to deliver the letter and of the presence of the letter in the office. He did not instruct Nell Brown to open the letter and read him the contents. The letter was not opened until January 2, 1985, when Logan returned. This cause was filed June 19, 1985, alleging breach of contract by the board and its officers and tortious interference with the contract by the officers of the board.
Conclusions of Law.
(1) The Minutes of October 9, 1984, Authorize the Termination of the Lease.
The minutes of October 9, 1984, contain the approved motion "that this Board advise Mr. Joe Logan that it does not intend to renew the lease agreement." The lease agreement states that "the term hereof shall automatically extend for an additional two (2) year period unless one of the parties shall give written notice to the other party not later than 60 days prior to the expiration of the first year of that party's intention to terminate this lease agreement at the end of the first year." (Emphasis added.) The lease agreement continues to grant an option to the lessee to renew at the end of the initial three-year term. The plaintiffs contend that the statement "does not intend to renew" is insufficient to authorize termination of a lease.
The board had a right under the contract to terminate at the end of the first year — a right clearly delineated by the phrases "one of the parties" and "other party" as opposed to the explicit reference to "lessee" in the following sentence. The board had the power to lease on its own terms, limited by a restriction of the maximum term to forty years. See Mississippi Code Annotated § 61-5-11 (1972). Any additional restriction imposed on federal funds used by the board would also limit this power. See Mississippi Code Annotated § 61-5-15 (1972).
That the board had the right to terminate under the lease and the power to do so under Mississippi Code Annotated § 61-5-37 (1972) means that termination was proper if the language in the minutes authorized it. "Strictness in verbiage is not required in the minutes of a board of supervisors, ... it is not a tribunal of legal experts but of laymen, and all that is required is substance and good sense in the terms used, under a reasonable and fair construction of its provisions." Smith v. Ballard, 241 Miss. 194, 129 So.2d 635 (1961). See Paine v. Underwood, 203 So.2d 593 (Miss.1967); People's Bank of Weir v. Attala County, 156 Miss. 560, 126 So. 192 (1930). Where (as here) the contract the board considered used the words extension and renewal interchangeably to refer to additional terms under the lease, it is clear that the use of the words "not renew" by laymen coupled with active attempts to terminate by the very men who voted for the motion must authorize termination of the lease.
Nor does the mention in the minutes of negotiations with Joe Logan to form a new lease predicate the ability of the board to terminate on the presence of such negotiations. A statement that the parties will negotiate is a mere "contract to make a contract" which, failing to state all the essential terms, is considered to be no contract at all. See generally 1 Corbin On Contracts § 29 (1963). A promise to negotiate is an illusory promise which binds the promisor to nothing but to discuss the possibility of a future promise. "Illusory promises" do not form valid contracts in Mississippi. See Krebs by and Through Krebs v. Strange, 419 So.2d 178 (Miss. 1982). The mere fact that the illusory promise is recorded in the minutes of a governmental agency renders it no less illusory. Cf. Wharf Restaurant, Inc. v. Port of Seattle, 24 Wash.App. 601, 605 P.2d 334 (1979). The board authorized termination of the lease by its vote of October 9, 1984.
(2) The Individual Defendants are Immune From Liability With Regard to the Lease Termination.
The decision to grant, or to terminate, the lease on the airport facilities was a decision which could only be made by the board as a whole. The powers of the board were defined by its charter as "full and complete power to plan, acquire, establish, develop, construct, enlarge, improve, maintain, operate, regulate and police any airport ... to be jointly acquired, controlled, and operated...." Charter Section III (1). This included the power to "enter into any contracts necessary to the execution of the powers granted it." Charter Section VIII. Mississippi has long held that public officials are immune from personal liability for actions taken as a public body. Davis v. Little, 362 So.2d 642 (Miss.1978); Wray v. McMahon, 182 Miss. 592, 182 So. 99 (1938). This view has continued as to individuals who perform discretionary acts in their official capacity even though the Mississippi Supreme Court has abolished sovereign immunity as to the state itself. Pruett v. City of Rosedale, 421 So.2d 1046 (Miss. 1982). See also White v. City of Tupelo, 462 So.2d 707 (Miss.1985); Hudson v. Rausa, 462 So.2d 689 (Miss.1984).
The plaintiffs contend that the individual defendants cannot be immune because there was a bad faith motive behind the board's actions. The plaintiffs cite Holladay v. Roberts, 425 F.Supp. 61 (N.D.Miss. 1977), for the proposition that defendants must possess both a subjective belief that the action was proper and that the action must have been "reasonable in light of established constitutional principles." Holladay was a case under 42 U.S.C. § 1983 and is not applicable to the present case. Further, in Harlow v. Fitzgerald, 457 U.S. 800, 818, 102 S.Ct. 2727, 2738, 73 L.Ed.2d 396 (1982), the Supreme Court specifically eliminated the subjective portion of the inquiry into immunity under § 1983. Thus, the inquiry into motive would be irrelevant even if...
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...does not require that a debtor actually receive the notice. 5 It is noteworthy that in Logan v. Corinth Alcorn County Joint Airport Board, 5 UCC Rep.Serv.2d 53, 665 F.Supp. 506 (N.D.Miss.1987), the court held that a plaintiff received notice of his contract termination when he was mailed a ......