MBF Corp. v. Century Business Communications, Inc., A Subsidiary of Century Telephone Enterprises, Inc., 92-CA-00347-SCT

• Court: United States State Supreme Court of Mississippi
• Writing for the Court: DAN M. LEE; HAWKINS
• Citation: 663 So.2d 595
• Parties: MBF CORPORATION v. CENTURY BUSINESS COMMUNICATIONS, INC., A SUBSIDIARY OF CENTURY TELEPHONE ENTERPRISES, INC.
• Docket Number: No. 92-CA-00347-SCT,92-CA-00347-SCT
• Decision Date: 09 November 1995

Page 595

663 So.2d 595 MBF CORPORATION
v.
CENTURY BUSINESS COMMUNICATIONS, INC., A SUBSIDIARY OF
CENTURY TELEPHONE ENTERPRISES, INC. No. 92-CA-00347-SCT. Supreme Court of Mississippi. Nov. 9, 1995.

Page 596

Joel W. Howell, III, Jackson, for Appellant.

William N. Reed, Ricky G. Luke, Watkins Ludlam & Stennis, Jackson, for Appellee.

Before DAN M. LEE, P.J., and PITTMAN and JAMES L. ROBERTS, Jr., JJ.

DAN M. LEE, Presiding Justice, for the Court:

The appellant, MBF Corporation, filed suit against Century Business Communications, Inc. seeking damages for tortious interference with the business relationships of MBF and its customers. At the close of the plaintiff's case, and on motion of the defendants, Century Business Communications, Inc., the Hinds County Circuit Court granted a directed verdict in favor of Century.

Feeling aggrieved, MBF has appealed to this Court, alleging, inter alia, error by the lower court in granting the directed verdict. After a careful review of the record, we find that MBF evinced sufficient proof of a prima facie case of tortious interference with its business relationships to surpass a grant of a directed verdict at the close of the plaintiff's case. Consequently, we reverse and vacate the ruling of the lower court granting a directed verdict in favor of Century and remand the case to the Hinds County Circuit Court for disposition not inconsistent with this opinion. However, we affirm the lower court's denial of MBF's motion for leave to amend and add Century Telephone as a defendant.

I. STATEMENT OF THE FACTS

Appellant, MBF Corporation [hereinafter MBF] was founded in 1974 as Monroe Business Forms by J.D. Greco, with its home office in Monroe, Louisiana. The principal business of MBF is the distribution of business forms. Its sales representatives, who are involved in customer contact and forms designing, are responsible for soliciting orders, making arrangements for the production through various manufacturers, and delivery to the customer as desired.

MBF opened its field office in Jackson, Mississippi, in 1985. Since that time, the Jackson office has had from three to five sales people and has generated $175,000 to $550,000 in sales annually. Mark Elliott was hired in early 1989 to serve as sales manager and vice president of sales of MBF to recruit, service and aid the existing sales staff. At the time when most of the operative events relative to this action occurred, the sales representatives in the Jackson MBF branch

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under Elliott's direction were Walter "Skip" Moore, Samuel Higginbotham, and Edward Perry.

Elliott, whose employment with MBF was terminated in December of 1989, was subsequently hired by Century Business Communications, Inc. [hereinafter Century] in a position similar to the one he held at MBF. Shortly after Elliott began work at Century, the company altered its marketing strategy and expanded its operations from its home office in Monroe, Louisiana into its first branch in Jackson, Mississippi.

During January of 1990, Mark Elliott contacted both Higginbotham and Moore of MBF, who agreed to terms of employment with Century in the Jackson branch. About two weeks prior to their departure from MBF on February 19, 1990, Higginbotham and Moore began the procedure of copying all their customer files, which contained detailed information on the MBF customer accounts they handled while employed at MBF. During this process, the two salesmen realized that the files could not possibly be duplicated within the time left on their jobs at MBF, and the remainder of the original files were loaded onto a truck and removed from the premises of MBF. Certain other items, including client Rolodexes, customer lists, and customer inventory, were also removed at that time.

Also, Higginbotham and Moore admittedly held purchase orders acquired while still on the MBF payroll to be turned over to Century after leaving MBF's employment. These customer orders were taken for the benefit of Century on purchase order invoices bearing the Century name, which had been provided to them by Elliot for Century just prior to their leaving MBF's employ. In addition, Moore wrote a letter to the City of Jackson on MBF letterhead indicating that MBF desired its name to be removed from the City's bid list. Further, Higginbotham informed one of his customers that MBF was closing its Jackson branch.

Upon discovering that Higginbotham and Moore had taken certain items from its office, MBF made a demand on Century for the return of specific files. These files, along with others, were returned within a matter of days. The personal Rolodexes and vendor lists of the salesmen were also retrieved within two or three days. Finally, after further demand by MBF, the remainder of the files were returned by July of 1990.

In a series of three lawsuits, MBF sued Moore, Higginbotham, and Century, alleging inter alia, that Moore and Higginbotham had taken certain customer files which constituted interference with MBF's business relationships with its clients, and that Century was vicariously liable for the torts of the two men. There was no claim of an anti-competition agreement asserted against either of the two salesmen.

The case sub judice, which involves only Century and the claims alleged therein, originated on July 30, 1990, with a complaint filed by MBF Corporation in Hinds County Circuit Court. The complaint alleged, inter alia, that Century Business Communications, Inc. had induced certain employees of MBF to terminate their employment with MBF and join the staff of Century. The complaint sought damages for tortious interference with the business relationships of MBF and its customers.

On February 12, 1992, after all discovery was conducted, the case proceeded to trial. At the close of the plaintiff's case, Century moved for a directed verdict based on MBF's failure to prove a prima facie case of tortious interference with business relationships. The trial court sustained Century's motion and granted the directed verdict. MBF timely filed its notice of appeal, assigning the following as errors:

I. THE TRIAL COURT ERRED IN DIRECTING A VERDICT FOR DEFENDANT

II. CENTURY TELEPHONE SHOULD HAVE BEEN ADDED AS A DEFENDANT

III. THE TRIAL COURT ERRED IN REFUSING TO ADMIT DOCUMENTS TAKEN AND SUBSEQUENTLY RETURNED BY THE DEFENDANT

IV. THE TRIAL COURT ERRED IN REFUSING TO ALLOW TESTIMONY AS TO THE REASONS

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FOR THE TERMINATION OF MARK ELLIOTT BY MBF

II. DISCUSSION OF THE LAW

After careful consideration and review of the relevant record, briefs and authorities, we find MBF's first and second assignments of error to be dispositive. Therefore, we find it unnecessary to discuss the remainder of MBF's contentions. However, the trial judge, upon remand, may wish to consider the evidence more favorably to the non-moving party, i.e., MBF, than was done in the first trial.

I. DID THE TRIAL COURT ERR IN DIRECTING A VERDICT FOR DEFENDANT?

MBF...