Nguyen v. Bui
| Decision Date | 06 September 2022 |
| Docket Number | 2021-CP-00538-COA |
| Parties | NGOC MAI NGUYEN APPELLANT v. ELVIS BUI APPELLEE |
| Court | Mississippi Court of Appeals |
BEFORE WILSON, P.J., McDONALD AND SMITH, JJ.
¶1. This is an appeal from a Lowndes County Chancery Court judgment mandating specific performance of a real estate contract. The seller, Ngoc Mai Nguyen, appeals the court's judgment requiring her to proceed with the sale of her commercial property. Because we find that Nguyen's arguments do not raise issues of reversible error, lack citation to supporting legal authority, and are beyond the scope of appellate review, we affirm the chancery court's final judgment.
¶2. Nguyen is the owner of commercial property located at 703 Highway 45 North, Columbus, Mississippi (subject property). On August 26, 2019, Nguyen and Elvis Bui signed a written agreement pertaining to the subject property. The written agreement consisted of two different and distinct forms, but the parties executed each form in connection with the other as one combined contractual document (sale contract). One form provided terms for the sale and purchase of real estate, and the other form listed terms for a commercial lease agreement.
¶3. The portion regarding the purchase of real estate outlined specific terms and conditions that were required of Bui in order for him to purchase the subject property from Nguyen. According to the terms stipulated in the contract that are relevant to this appeal, the parties agreed that the sale price would be $175,000 and be payable by a cash sale or bank financing; the "closing costs" would be split equally between Nguyen and Bui; the sale was required to close on or before November 30, 2020; and Bui would tender a check for $10,000 as earnest money. Under the terms written in the lease-agreement portion, Bui would lease the subject property for fifteen months, beginning on September 1, 2019, and expiring on November 30, 2020.
¶4. A blank page at the end of the entirety of the sale contract contained terms Nguyen added by hand. The additional terms included in the sale contract, in essence, incorporated the terms of the real estate sale into the terms of the lease agreement. The handwritten terms stated the following: Bui had the duration of the rental period (one year and three months) to purchase the subject property; Bui would lose his $10,000 earnest money if he did not proceed with purchasing the property within that time period; the sale price was $175,000; the sale would be for the property in as-is condition with no warranty; and both parties would split the closing costs equally.
¶5. Pursuant to the terms of the contract, Bui deposited a $10,000 payment to Nguyen toward the purchase of the subject property.[1] Bui secured financing through BancorpSouth to purchase the subject property, and BancorpSouth then retained the services of Attorney Jack Hayes to conduct the real estate closing and property sale transaction. A real estate closing appointment for Bui to complete the purchase of the subject property was originally scheduled for 3:00 p.m. on November 6, 2020. But after the parties failed to convene at the same place, they communicated and rescheduled the closing appointment for November 9, 2020, at 10:00 a.m. at Hayes's law office.
¶6. Of note, at 3:41 p.m. on November 6, 2020, once the parties had corresponded to reschedule, the closing coordinator from Hayes's law office, Robin Tate, sent Nguyen an email supplying her with the closing documents to review. Nguyen responded to Tate's email at 7:18 p.m. and inquired about the total amount of proceeds she would receive at closing from the sale. Tate replied shortly after at 10:39 p.m., providing Nguyen with the specific dollar amount of her net proceeds.[2]
¶7. The following morning, on Saturday, November 7, 2020, at 7:20 a.m., Nguyen sent an email to Tate declaring that the amount Tate quoted was incorrect and that based on her own calculations, her net proceeds should be a higher amount.[3] Nguyen's email to Tate requested that Hayes's office correct the closing documents to align with the terms as listed in her email. A few hours later, on that same Saturday at 2:08 p.m., Nguyen sent Tate a second email following up on the status of her requested changes and asking if the closing documents would be corrected before the parties' upcoming appointment.
¶8. On November 9, 2020, both Bui and Nguyen appeared at Hayes's law office for their closing appointment as rescheduled. However, after voiced disagreements between the parties, Nguyen left the office without signing any closing documents. The closing transaction for the sale of the subject property was not completed that day. An email from Hayes's office shows Tate communicated with other personnel at 11:18 a.m. and stated that the parties agreed to revisions to the settlement statement.
¶9. The record shows that Bui sent Nguyen a text message later that evening on November 9, 2020, at 5:53 p.m., informing Nguyen that the documents had been changed according to her requested terms. Nguyen replied to Bui's message with a text message that stated, "See you in court," according to the record.
¶10. Four days later, on November 13, 2020, Nguyen sent a notarized "2 Weeks Notice" letter to Bui. The letter stated the following,
¶11. Thereafter, on November 20, 2020, Bui filed a verified complaint for specific performance, a preliminary injunction, and a temporary restraining order against Nguyen in the Lowndes County Chancery Court. The premise of Bui's complaint was that Bui and Nguyen had entered into a valid contract for the sale and purchase of the subject property and that Nguyen was in breach of the contract by refusing to proceed with selling the property at the time Bui attempted to provide the purchase money. Specifically, Bui argued that Nguyen acted impermissibly when she informed Bui during the closing appointment on November 9, 2020, that she refused to go through with the sale transaction, and when she sent Bui the two-week notice letter declaring that the sale and purchase contract was not going to be pursued any further due to fraudulent information.[4] ¶12. Nguyen answered Bui's complaint in the form of an email sent electronically to the chancery court on December 7, 2020, filed and docketed by the clerk. Nguyen's email response involved a multitude of allegations, some offered in defense of Bui's claims against her for breach of contract, and others seemingly offered as claims against Bui and purporting Bui to be the party in error. Later the next year, on April 14, 2021, Nguyen sent a handwritten letter addressed to the chancery court, raising additional allegations against Bui.
¶13. That same day, April 14, 2021, Bui filed a motion seeking leave from the court to file an amended complaint to correct an error in the property address and to add a claim against Nguyen for detrimental reliance and unjust enrichment. Nguyen subsequently sent an email to the chancery court on April 23, 2021, asserting various additional allegations regarding Bui's conduct at the subject property and the parties' signed agreement, filed and docketed by the clerk. Also on April 23, 2021, the chancery court entered an order granting Bui's motion to file an amended complaint. Bui subsequently filed his amended complaint on April 29, 2021. Bui's amended complaint against Nguyen was then set for trial on May 6, 2021.
¶14. The trial occurred as scheduled, and the chancellor rendered a decision on the record at the conclusion of the trial. The court subsequently entered a written final judgment on May 18, 2021. The court's judgment stated that the court found Nguyen admitted and acknowledged at trial that she had entered into a property sale contract with Bui by signing the documents on August 26, 2019. The court determined that the subject property was a unique building; Bui made substantial improvements to the property in reliance on the contract, amounting to approximately $168,500; and Bui had used the property to operate his business since the execution of the sale contract. The court also found that Bui remained ready, willing, and able to purchase the property as agreed. Thus, the court granted Bui's request for relief and awarded specific performance of the contract. The court ordered Nguyen to sell the property and close the sale transaction within ten days of the date the court entered its final judgment. Further, the court determined that the initial settlement statement was correct and consistent with the terms of the sale contract but ordered the parties to close the sale pursuant to the second settlement statement because the revisions allocated the costs in the manner Nguyen had insisted.
¶15. On May 18, 2021, the same day the chancery court entered its final judgment, Nguyen filed her notice of appeal from the final judgment.[5] On September 24, 2021, Nguyen filed her appellate brief and asserted various grounds, seeking relief on appeal.[6]
¶16. "When reviewing the decisions of a chancellor on appeal we employ a limited standard of review." Frierson v Delta Outdoor Inc., 794 So.2d 220, 223 (¶6) (Miss. 2001). In rendering a decision on appeal, "[a] chancellor's factual findings are given great...
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