Luxe Homes, LLC v. Brewer

• Decision Date: 13 April 2023
• Docket Number: 2022-IA-00132-SCT
• Parties: LUXE HOMES, LLC, AND JADE REESE v. ROBERT BREWER AND GLORIA BREWER
• Court: Mississippi Supreme Court

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LUXE HOMES, LLC, AND JADE REESE
v.
ROBERT BREWER AND GLORIA BREWER

No. 2022-IA-00132-SCT

Supreme Court of Mississippi, En Banc

April 13, 2023

DATE OF JUDGMENT: 01/21/2022

HINDS COUNTY CHANCERY TRIAL JUDGE: HON. DENISE OWENS

TRIAL COURT ATTORNEYS: LA'TOYIA J. SLAY ROBERT M. FREY F. RUSSELL BRABEC ARTHUR F. JERNIGAN, JR.

ATTORNEYS FOR APPELLANTS: F. RUSSELL BRABEC ARTHUR F. JERNIGAN, JR.

ATTORNEYS FOR APPELLEES: ROBERT M. FREY LA'TOYIA J. SLAY

CHAMBERLIN, JUSTICE,

FOR THE COURT:

¶ 1. This case originated from a contract between Luxe Homes, LLC (Luxe Homes), and Robert and Gloria Brewer (the Brewers) for the construction and conveyance of a house in Hinds County. The Brewers allege Luxe Homes failed to comply with the terms of the contract, and they filed the present action in the Hinds County Chancery Court for specific performance, damages, fees and a declaratory judgment. Luxe Homes claimed in a motion to transfer venue that, according to the terms of the contract, the parties agreed to Rankin

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County Circuit Court as their exclusive forum. The chancellor denied the motion to transfer venue, and Luxe Homes petitioned for interlocutory appeal. This Court granted the petition. We find that the chancellor abused her discretion by denying Luxe Homes' motion to transfer venue when the venue clauses, agreed to by the parties, unambiguously require that the parties resolve their disputes exclusively in Rankin County Circuit Court. Accordingly, this Court reverses the order of the chancellor and remands this case with instructions to transfer venue to Rankin County Circuit Court.

FACTS AND PROCEDURAL HISTORY

¶ 2. In January 2021, Luxe Homes contracted with the Brewers to build them a home in Hinds County. The Brewers were represented in the sale by Century 21 Maselle &Associates (Century 21). Century 21 prepared a form contract that was filled out with details of the agreement. One such provision required the property and residence to be conveyed to the Brewers by May 21, 2021. Due to COVID-19, inclement weather and various other reasons, the property was not completed and conveyed by the agreed deadline.

¶ 3. On June 28, 2021, the Brewers filed suit against Luxe Homes in Hinds County Chancery Court for breach of contract, negligent and intentional misrepresentation and a declaratory judgment.^[1] The Brewers requested specific performance, reasonable attorneys' fees, general damages, special damages and punitive damages. As of the date of the filing of the complaint, the Brewers alleged that construction had not even substantially begun.

¶ 4. On November 8, 2021, Luxe Homes filed a motion to transfer venue, which included

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its answer and defenses. Luxe Homes alleged that, according to the contract with the Brewers, venue is only proper in Rankin County Circuit Court.

¶ 5. On January 10, 2022, the chancellor held a hearing on Luxe Homes' motion, and on January 21, 2022, she entered an order denying the request to transfer the case to Rankin County. The order stated that the venue selection clause asserted in "clear and unambiguous terms" how the defendants intended to handle "potential matters and/or lawsuits[.]" The chancellor, however, determined that the provision was permissive in nature and thus was not enforceable because "[n]one of the provisions in the contract where jurisdiction is mentioned, implements the limiting language that clearly specifies that the plaintiffs must file any issues with the defendants in Rankin County." This Court granted Luxe Homes' petition for interlocutory appeal of the chancellor's denial of the motion to transfer venue.

ISSUES PRESENTED

¶ 6. The arguments raised by the parties can best be summarized as followed: I. Whether the chancellor erred by denying Luxe Homes' motion to transfer venue. II. Whether the case can properly be transferred to Rankin County Circuit Court.

STANDARD OF REVIEW

¶ 7. This case should be reviewed under a mixed standard. "[I]ssues pertaining to the interpretation and enforcement of a forum selection clause should be deemed to be questions of law and subject to de novo review." Titan Indem. Co. v. Hood, 895 So.2d 138, 145 (Miss. 2004).

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"Contract interpretation is a question of law that is reviewed de novo." Driver Pipeline Co., Inc. v. Williams Transp., LLC, 104 So.3d 845, 847 (Miss. 2012) (citing Warwick v. Gautier Util. Dist., 738 So.2d 212, 215 (Miss. 1999)). Additionally, a "grant of a motion to transfer from chancery court to circuit court, or vice-versa, is a jurisdictional question that is subject to de novo review." Derr Plantation, Inc. v. Swarek, 14 So.3d 711, 715 (Miss. 2009) (citing Issaquena Warren Cntys. Land Co., LLC v. Warren Cnty., 996 So.2d 747, 749 (Miss. 2008)). The standard of review for a trial court's denial of a motion to change venue, however, is abuse of discretion. Crenshaw v. Roman, 942 So.2d 806, 809 (Miss. 2006) (citing Baptist Mem'l Hosp.-DeSoto Inc. v....