Parish Transp. LLC v. Jordan Carriers Inc.

• Decision Date: 05 August 2021
• Docket Number: No. 2019-CT-01109-SCT,2019-CT-01109-SCT
• Citation: 327 So.3d 45
• Parties: PARISH TRANSPORT LLC and Eric Parish v. JORDAN CARRIERS INC.
• Court: Mississippi Supreme Court

327 So.3d 45

PARISH TRANSPORT LLC and Eric Parish

v.JORDAN CARRIERS INC.

No. 2019-CT-01109-SCT

Supreme Court of Mississippi.

August 5, 2021

ATTORNEYS FOR APPELLANTS: KEN R. ADCOCK, MARK D. MORRISON, WILLIAM C. IVISON, Ridgeland

ATTORNEY FOR APPELLEE: GRAYSON R. LEWIS, Jackson

EN BANC.

ON WRIT OF CERTIORARI

KITCHENS, PRESIDING JUSTICE, FOR THE COURT:

¶1. In February 2016, Eric Parish and Parish Transport LLC (Parish Transport) emailed Doug Jordan, the Vice President of Jordan Carriers Inc. (Jordan Carriers), to inquire about purchasing heavy haul equipment from Jordan Carriers. After several email exchanges, on April 12, 2016, Doug Jordan offered to sell the equipment for $1,443,000. On April 20, 2016, at 10:49 a.m., Eric Parish responded, submitting Parish Transport's offer to buy the equipment for $1,250,000. Later that day, Doug Jordan replied, informing Parish Transport that he needed to discuss the offer and would get back with an answer. Doug Jordan concluded his email with his name and contact information. After discussing the deal with his partner, Doug Jordan replied to Eric Parish's email, stating, "Ok. Let's do it." But this time, Doug Jordan's email concluded with "Sent from my iPhone" instead of his name and contact information. The next day, April 21, 2016, Doug Jordan received a higher bid for the equipment from Lone Star Transportation LLC (Lone Star), which Doug Jordan accepted verbally over the telephone. After receiving a confirmation email from Lone Star, Doug Jordan emailed Parish Transport informing the company that "a contract has already been entered into for the sale of [the equipment]."

¶2. Parish Transport "filed a complaint for breach of contract and negligent misrepresentation in the Jones County Circuit Court." Parish Transp. LLC v. Jordan Carriers Inc. , No. 2019-CA-01109-COA, 2020 WL 5089576, at *1 (Miss. Ct. App. Aug. 25, 2020). The matter was later transferred and consolidated with Jordan Carriers’ motion for declaratory judgment in the Adams County Circuit Court. After the cases were consolidated, Jordan Carriers moved for summary judgment, arguing "that it did not have an enforceable contract with Parish [Transport] for the sale of the equipment." Id. The circuit court agreed and granted Jordan Carriers’ motion for summary judgment.

¶3. Parish Transport appealed. The Court of Appeals affirmed the trial court's grant of summary judgment because "[w]ithout a signature, an enforceable contract does not exist." Id. at *4. The Court of Appeals determined that "[m]erely sending an email does not satisfy the signature requirement" and that "[a]n email that states ‘Sent from my iPhone’ does not indicate that the sender intended to sign the record." Id.

¶4. Parish Transport filed a petition for writ of certiorari , which we granted. We granted certiorari because this case involves an issue of first impression: this Court has never interpreted or applied Mississippi's Uniform Electronic Transactions Act (UETA). After careful analysis, we find that the UETA permits contracts to be formed by electronic means, i.e , emails. We find also that the determination of whether an email is electronically signed pursuant to the UETA is a question of fact that turns on a party's intent to adopt or accept the writing, which is a determination for the fact finder. Because there is a genuine issue of material fact about Doug Jordan's intent, we reverse and remand this case for further proceedings.

STATEMENT OF THE FACTS

¶5. In 2016, Doug Jordan, the vice president of Jordan Carriers, was in charge of equipment sales for the company. In February 2016, Eric Parish, the president of Parish Transport, began email correspondence with Doug Jordan about purchasing equipment from Jordan Carriers. After two months of exchanging emails between Eric Parish and Doug Jordan, on April 12, 2016, Doug Jordan sent an email, which was entitled "goldhofer's and prime movers," to Eric Parish that listed the total price of the equipment that Parish had been interested in as $1,443,000. This email concluded with:

Doug Jordan

Jordan Carriers

Jordan Heavy Haul

Jordan Logistics

The email included Doug Jordan's telephone number and Jordan Carriers' logo. On April 20, 2016, at 10:49 a.m., Eric Parish replied to Doug Jordan's email and made Parish Transport's "formal offer in writing" to purchase the equipment for $1,250,000. At 1:21 p.m., Doug Jordan replied and informed Eric Parish that

I will be getting back with you today. Going to talk to my brother about this.

Got to talk to my partner before we take a mule kick in the nuts on this deal. I'm sure we will finalize today. He just got back in from a trip.

This email concluded with the same typed information as Doug Jordan's previous email. At 1:25 p.m., Eric Parish replied in the same email chain, stating, "[n]o rush just wanted you to have it in writing so you know that I am serious about this deal and my offer." Eric Parish stated also that he was "flying out tomorrow" and that they would "have to get this deal closed out pretty quickly once we pull the trigger."

At 3:00 p.m., Doug Jordan responded with the following email:

Ok. Let's do it. I need to get my people in touch with your people. Do you have a preference on how the money is spread out on the equipment?

Sent from my iPhone

Four minutes later, Eric Parish responded, "[y]es" and itemized how Parish Transport wished to apply the money. Eric Parish concluded the email by asking Doug Jordan whether the money allocation was okay. At 3:37 p.m., Doug Jordan responded in the affirmative. Again, Doug Jordan's email concluded with "[s]ent from my iPhone[.]" Immediately after receipt of the email, Eric Parish replied, asking:

I will have my controller contact you or who do you want him to call? We will get the ball bouncing?

At 3:40 p.m., Doug Jordan directed Eric Parish to call Lynda Holland Ham¹ and concluded the email with "[s]ent from my iPhone[.]"

¶6. On April 21, 2016, Tex Robbins of Lone Star and Doug Jordan agreed verbally over the telephone that Lone Star would "purchase the same equipment plus additional equipment for more money than [ Parish Transport]." Parish Transp. , 2020 WL 5089576, at *2. The next day, April 22, 2016, at 9:52 a.m., Tex Robbins sent Doug Jordan an email stating:

Per our conversation last night, Lone Star agrees to pay ... [for] the attached list of equipment. We will need to coordinate a site visit early next week, if possible, to complete a full inventory of the equipment attached and miscellaneous components discussed.

Please let me know who my CFO ... will need to coordinate with regarding execution of the Bill of Sale and wire instructions.

Prior to Tex Robbins's email, Eric Parish sent a text message to Doug Jordan at 9:29 a.m., stating, "We have tried calling Lynda yesterday and today with no luck. Is she out?" Id. (internal quotation marks omitted). "The record does not indicate that Doug [Jordan] responded at this time." Id.

¶7. Three hours and ten minutes later, at 12:39 p.m., Doug Jordan emailed Eric Parish in a new email chain entitled "sale" and stated:

Sorry I did not get back with you yesterday, but I got with my people and a contract has already been entered into for the sale of all the Goldhoffer equipment. I hate that I cannot continue this deal with you but if something were to fall through you will be the first to know.

Thanks,

Doug Jordan

Jordan Carriers

Jordan Heavy Haul

Jordan Logistics

At 3:25, Eric Parish responded:

It is Parish Transport's full understanding that we have a binding and enforceable agreement for the purchase of [the equipment]. We sent a formal offer to you by email on April 20, 2016 at 10:49 a.m. On April 20, 2016 at 3:00 p.m. you agreed to accept the offer we placed. Parish Transport has put forth financial expenditures based upon this agreement as well entering into transportation agreements with our customers utilizing this equipment. Parish Transport stands to incur substantial losses if Jordan Carriers/Jordan Heavy Haul does not uphold the agreement.

We request that you honor the agreement at hand or we will be forced to retain an attorney to pursue Jordan Carriers/Jordan Heavy Haul for damages. Please advise if Jordan Carriers/Jordan Heavy Haul will proceed with this agreement with Parish Transport.

Id. at *2 (alteration in original).

¶8. "According to Jordan [Carriers], on May 2, 2016, Parish [Transport] filed a complaint against Jordan [Carriers] in the Hinds County Chancery Court requesting specific performance of their alleged contract and a temporary restraining order precluding Jordan [Carriers] from selling the equipment to Lone Star." Id. The complaint ultimately was dismissed by Parish Transport. Id.

¶9. On May 13, 2016, Jordan Carriers filed an action for declaratory judgment in the Adams County Circuit Court, seeking a declaration on whether there was a valid contract between Jordan Carriers and Parish Transport. Id.

¶10. On June 21, 2016, Parish filed a complaint for breach of contract and for negligent misrepresentation against Jordan Carriers in the Circuit Court of the First Judicial District of Jones County. Id. In response, Jordan Carriers filed a motion to dismiss or, in the alternative, to transfer venue to Adams County. Id. at *3. On November 3, 2016, the Jones County circuit judge denied Jordan Carriers' motion to dismiss, but granted its request to transfer venue to Adams County. Id. The two cases were consolidated in Adams County on July 18, 2017.

¶11. On September 6, 2018, Jordan Carriers moved for summary judgment, "arguing that the emails between the parties did not satisfy the statute of frauds." Id. A hearing regarding Jordan Carriers' motion for summary judgment was held on June 6, 2019. After the hearing, the trial judge concluded that there was no valid contract between the parties and granted Jordan Carriers' motion for summary judgment. In her final judgment, the judge determined that "the emails between the parties do not constitute a valid,...