Miller v. Talton Telecommunications Corp.

• Decision Date: 25 September 1995
• Docket Number: Civ. A. No. 3:93-CV-311WS.
• Citation: 907 F. Supp. 227
• Court: U.S. District Court — Southern District of Mississippi
• Parties: Coleman MILLER, Edward Bishop and James Johnson, Plaintiffs, v. TALTON TELECOMMUNICATIONS CORPORATION, Defendant.

907 F. Supp. 227

Coleman MILLER, Edward Bishop and James Johnson, Plaintiffs, v. TALTON TELECOMMUNICATIONS CORPORATION, Defendant.

Civ. A. No. 3:93-CV-311WS.

United States District Court, S.D. Mississippi, Jackson Division.

September 25, 1995.

Louise Harrell, Jackson, MS, for plaintiffs.

Richard C. Bradley, III, Stennett, Wilkinson & Ward, Jackson, MS, for defendant.

MEMORANDUM OPINION AND ORDER

WINGATE, District Judge.

Before this court is defendant's motion for summary judgment pursuant to Rule 56(b),¹ Federal Rules of Civil Procedure. Defendant Talton Telecommunications Corporation (hereinafter "Talton") contends in its motion that it is entitled as a matter of law to judgment in its favor on plaintiffs' breach of contract claim. Plaintiffs Coleman Miller, Edward Bishop and James Johnson filed this breach of contract action on June 28, 1993, against the defendant Talton herein alleging that Talton had breached its contract with plaintiffs and refused to pay them just compensation for plaintiffs' efforts in helping defendant to secure a prison inmate coinless telephone service contract with the State of Mississippi for the Southeast Mississippi Correctional Facility, located in Leakesville, Greene County, Mississippi. In their motion, defendants deny any breach of contract, arguing instead that the undisputed facts and the plain wording of their contract with plaintiffs show that their successful grant of the service contract with the State of Mississippi to service the Southeast Mississippi Correctional Facility was totally beyond the scope of their written agreement with plaintiffs. This court has studied the parameters of the contract between the parties in issue and is persuaded by defendant's argument. Accordingly, for the reasons which follow, this court grants summary judgment to the defendant.

PARTIES AND JURISDICTION

Plaintiffs Coleman Miller, Edward Bishop and James Johnson, are adult resident citizens of Mississippi. Defendant Talton is an Alabama Corporation doing business in Mississippi.

Plaintiffs originally filed this action in the Circuit Court of Hinds County, Mississippi, First Judicial District, as a breach of contract action against Talton for the recovery of Eight Million Dollars ($8,000,000) in damages, plus interest and all court costs. Upon proper petition of defendant, this cause was removed from state court to this court pursuant to Title 28 U.S.C. § 1332,² inasmuch as this is a controversy wholly between citizens of different states, and the amount in controversy exceeds the sum or value of Fifty Thousand Dollars ($50,000), exclusive of interest and costs. Of course, since this court's basis of jurisdiction is diversity-of-citizenship and since all of the events forming the background of this suit occurred in Mississippi, this court is obliged to apply Mississippi's substantive law. Erie Railroad Co. v. Tompkins, 304 U.S. 64, 58 S.Ct. 817, 82 L.Ed. 1188 (1938) (in federal courts, except in matters governed by the Federal Constitution or acts of Congress, the law to be applied in any case is the law of the forum state); Boardman v. United Services Auto. Association, 742 F.2d 847, 849 (5th Cir.1984); Mitchell v. Craft, 211 So.2d 509, 516 (Miss. 1968) (Mississippi's choice-of-law rules directs its courts to apply a center of gravity test).

UNDISPUTED FACTS

The Mississippi Department of Corrections operates correctional facilities at Parchman, Rankin County and Greene County and 17 community work centers located throughout the state. Prior to 1992, South Central Bell Telephone Company provided via contract the local telephone service at the State's correctional facilities within South Central Bell's service area which included Parchman, the Rankin County facility and many of the various community work centers located throughout Mississippi. The Southeast Mississippi Correctional Facility was outside the South Central Bell service area. The local telephone carrier in that area decided that it did not want to provide inmate telephone services to the Southeast Mississippi Correctional Facility.

In 1992, the Mississippi Public Service Commission conducted hearings on providing coinless telecommunication services to inmates of correctional facilities in Mississippi. The Commission was to consider whether to terminate the existing contracts with South Central Bell and award a master contract to a private bidder to provide inmate telephone service at all of the state correctional facilities, including service to the Southeast Mississippi Correctional Facility.

During this time, specifically in April 1992, plaintiffs Coleman Miller, Edward Bishop and James Johnson and defendant Talton came into contact with each other. They soon discovered that they had mutual and, possibly, advantageous financial interests. Talton yearned for the master contract with the State of Mississippi. Plaintiffs desired a satisfactory measure of compensation for the expertise and political contacts they could expend in an endeavor to help a company such as Talton win the State bid. So, after a few rounds of discussions, a marriage of purposes occurred and the parties entered into a written contract. The contract obligated plaintiffs to deliver "an acceptable 5 year contract to provide exclusive inmate pay telephone service for the State of Mississippi Penal institutions" in return for specified compensation. The contract also contained the following provision:

In the event you (i.e., the plaintiffs) are not successful in securing this contract, it is understood we (i.e., Talton Telecommunications Corporation) will not be liable to you for securing any contract directly on our behalf.

On June 24, 1992, Talton Communications, among other interested parties, was notified via letter by the Mississippi Central Data Processing Authority (CDPA), the entity handling the bidding process, that CDPA had decided to keep its existing contracts with South Central Bell intact and offer for bid only the inmate telephone system at the Southeast Mississippi Correctional Facility.

Thereafter, on June 15, 1992, Julius E. Talton, Sr., president of Talton, sent a letter to plaintiff Coleman Miller telling him that the deal was off. Referring to the CDPA letter, Talton stated that the CDPA letter "pretty much tells what is going to happen as prison telephones are concerned in Mississippi for the next couple of years." Talton added:

Therefore, it appears our agreement entered into on April 21, 1992, becomes moot. It is important to point out to you that part of our letter of understanding stating Talton Telecommunications might proceed to secure prison business in the event you were not successful in securing the master prison contract. The letter from Mr. Stebbins executive director of CDPA also states they are preparing bid specifications for an inmate telephone system for the Southeast Mississippi Correctional Facility located in Greene County. We, of course, will proceed on our own to bid this job when we receive the specs from the Central Data Processing Authority.

In January, 1993, the CDPA awarded Talton Communications the contract for the inmate telephone system at the Southeast Mississippi Correctional Facility. Once learning of Talton's successful bid, plaintiffs demanded compensation for the out-of-pocket expenses and expertise they claim they expended in educating Talton on the appropriate successful course of action and contacting key State officials to smooth Talton's efforts. Talton turned a deaf ear, pointed to the parties' contract and refused to pay. Aggrieved, plaintiffs filed this lawsuit.

SUMMARY JUDGMENT STANDARD OF REVIEW

Summary judgment is appropriate only where the movant has demonstrated that there exists no genuine issue of material fact and the movant is entitled to a judgment of law. Daly v. Sprague, 675 F.2d 716 (5th Cir.1982). In assessing whether the movant has met the burden of proof, the court will view all the facts and the evidence in the light most favorable to the non-movant. Federal Deposit Insurance Corp. v. Dawson, 4 F.3d 1303 (5th Cir.1993). If after this assessment the court finds that there are material factual disputes, then summary judgment is not appropriate. Id. On the other hand, if the court finds that in light of the record taken as a whole a rational trier of fact could not find for the non-movant, there is no genuine issue for trial and summary judgment is appropriate. Sims v. Monumental General Insurance, 960 F.2d 478 (5th Cir.1992).

DISCUSSION

Under Mississippi law, where the contract is not ambiguous, the intention of the contracting parties should be gleaned solely from the wording of the contract. Todd v. Deposit Guaranty National Bank, 849 F.Supp. 1149 (S.D.Miss.1994). In Heritage Cablevision v. New Albany Electric Power System of the City of New Albany, Mississippi, 646 So.2d 1305, 1312 (Miss.1994), the Mississippi Supreme Court expounded on the point:

Our concern is not so much with what the parties may have intended as it is with what they said, for the words employed are by far the best resource for ascertaining intent and assigning meaning with fairness and accuracy.

Heritage Cablevision, 646 So.2d at 1312, citing UHS-Qualicare v. Gulf Coast Community Hospital, 525 So.2d 746, 754 (Miss.1987). The Heritage Court offered further guidance:

This rule of law is well established. "In contract construction cases our focus is upon the objective fact—the language of the contract. We are concerned with what the contracting parties have said to each other, not some secret thought of one not communicated to the other." Osborne v. Bullins, 549 So.2d 1337, 1339 (Miss.1989). "The most basic principle of contract law is that contracts must be interpreted by objective, not subjective standards. A court must effect a `determination of the meaning of the language used, not the ascertainment of some possible but unexpressed intent of the parties.'" Cherry v. Anthony,

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