Syngenta Crop Protection, Inc. v. Monsanto Co., No. 2004-IA-00530-SCT

Citation908 So.2d 121
Decision Date04 August 2005
Docket Number No. 2004-IA-00530-SCT, No. 2004-IA-00711-SCT, No. 2004-IA-00709-SCT.
PartiesSYNGENTA CROP PROTECTION, INC. v. MONSANTO COMPANY. Syngenta Seeds, Inc. v. Monsanto Company. Dow AgroSciences, LLC v. Monsanto Company.
CourtUnited States State Supreme Court of Mississippi

Lawrence D. Wade, Greenville, Roechelle Ryann Morgan, Dan W. Webb, Tupelo, attorneys for appellant.

Charles M. Merkel, Jr., Clarksdale, J. Collins Wohner, Jr., William F. Goodman, Jr., Jackson, Bennie Lenard Richard, Charles Victor McTeer, Greenville, attorneys for appellee.

Before COBB, P.J., CARLSON and GRAVES, JJ.

CARLSON, Justice, for the Court.

¶ 1. We granted an interlocutory appeal in these three consolidated cases to consider the propriety of the trial court's entry of orders denying motions to quash subpoenas duces tecum issued at the request of a party to this litigation for service upon non-resident non-parties commanding them to produce documents located outside the State of Mississippi. Finding that the trial court committed error, as a matter of law, in the entry of these orders, we reverse these orders and render.

FACTS AND PROCEEDINGS IN THE TRIAL COURT

¶ 2. On January 18, 2000, Delta and Pine Land Company (Delta) sued the Monsanto Company (Monsanto) in the Circuit of the First Judicial District of Bolivar County, Mississippi. The complaint filed in circuit court contains numerous allegations of breach of contract for which Delta seeks a judgment against Monsanto for at least $2 billion in actual and punitive damages. Some of the allegations, as gleaned from the complaint, are that: (1) In 1997, Delta was the most successful cotton seed company in the nation, with a solid international reputation; (2) from July 1997, through April, 1998, Delta explored alternative strategic transactions with various companies in the industry; (3) with the aid of investment bankers, lawyers and numerous other advisors, Delta conducted due diligence and during this process, various companies, including Monsanto, received confidential information concerning Delta; (4) in May, 1998, Delta and Monsanto agreed in principle to a merger agreement which provided, inter alia, that Monsanto would acquire all outstanding Delta stock and Delta would "merge with and into Monsanto;" (5) Monsanto assured Delta that Monsanto would make diligent efforts to satisfy all demands made by the Department of Justice (DOJ) and the Federal Trade Commission (FTC) to allow the merger to pass muster in accordance with the provisions of the Hart-Scott-Rodino Antitrust Improvements Act (HSR),1 and all other relevant antitrust laws; (6) the merger agreement was finalized on May 8, 1998, however, over the course of the next year and a half, Monsanto "drug its feet" and never received DOJ and FTC antitrust clearance under the HSR, thus causing Monsanto to be liable for payment of a termination fee in the amount of $81 million pursuant to the terms of the merger agreement; (7) during the period of time that Monsanto was failing to diligently pursue antitrust clearance for the Delta/Monsanto deal, Monsanto negotiated and closed other corporate acquisitions which required Monsanto to seek and successfully receive antitrust clearance; (8) on December 20, 1999, Monsanto issued a press release announcing its official withdrawal of the filing seeking approval of the proposed Delta/Monsanto merger, faulting "continued delays in the [HSR] review and demands by the [DOJ];" (9) Monsanto's action caused Delta to suffer substantial damages by way of, inter alia, a significant reduction in the value of Delta's stock, damage to Delta's relationships with others in the industry, loss of opportunities to negotiate with other companies in the industry, and extreme loss of morale among Delta employees; and, (10) Monsanto did not pay the mandated termination fee of $81 million until Delta filed suit in a separate action.2

¶ 3. The twenty-three page trial court docket in today's case reveals that after suit was commenced, extensive discovery occurred between the parties. Some of this discovery was commenced and obtained by way of the issuance of letters rogatory and commissions for the issuance of subpoenas duces tecum.

¶ 4. However, on approximately April 14, 2003, April 18, 2003, and February 19, 2004, in connection with this pending litigation, Monsanto caused subpoenas duces tecum to be issued and served upon nonresident nonparties Syngenta Crop Protection, Inc. ("Syngenta Crop"), Dow AgroSciences LLC ("Dow"), and Syngenta Seeds, Inc. ("Syngenta Seeds") respectively through their registered agents in the State of Mississippi. Monsanto's explanation for this action is that it believes that these companies are in possession of voluminous documents which would aid Monsanto in defending Delta's claims that because of Delta's time and effort expended on what turned out to be a failed effort to consummate the merger agreement with Monsanto, Delta was unable to successfully enter into negotiations for mergers with other companies involved in the agricultural and chemical seed markets. These nonparties thereafter filed motions in the pending litigation to quash these subpoenas duces tecum, and on February 19, 2004, and March 26, 2004, the trial court entered orders denying the motions to quash; however, the trial court did make applicable to each nonparty a previously entered protective order regarding confidential documents. The trial court likewise stayed the effect of these orders and granted these nonparties' motions for certification of an interlocutory appeal to this Court.3 By order entered on May 10, 2004, a three-justice panel of this Court granted these nonparties' petition for an interlocutory appeal, consolidated these causes for appeal purposes, and directed the nonparties and parties in this interlocutory appeal to proceed consistent with the provisions of M.R.A.P. 10 & 11.

DISCUSSION

¶ 5. The trial court entered separate certification orders as to the nonparties, and while the issue certified is stated differently in each order, a review of these orders clearly reveals that the trial court deemed worthy of this Court's consideration via interlocutory appeal: "[W]hether, under Mississippi law, a non-resident, nonparty corporation located outside the State of Mississippi, whose [only] significant contact with Mississippi is its formal business registration and a registered agent for service of process, is subject to the subpoena power of the Mississippi courts." Thus the trial court's entry of orders denying the nonparties' motions to quash subpoenas duces tecum on the grounds as stated by the trial court presents to us a pure question of law. The standard of review for questions of law, such as questions concerning motions to quash subpoenas and personal jurisdiction of courts, is de novo. See Columbia Land Dev., LLC v. Secretary of State, 868 So.2d 1006, 1011 (Miss.2004)

; G.B. "Boots" Smith Corp. v. Cobb, 860 So.2d 774, 777 (Miss.2003); Sanderson Farms, Inc. v. Gatlin, 848 So.2d 828, 834 (Miss.2003); Burch v. Land Partners, L.P., 784 So.2d 925, 927 (Miss. 2001); State v. Bapt. Mem'l Hosp.-Golden Triangle, 726 So.2d 554, 557 (Miss.1998).

¶ 6. Syngenta Crop, Syngenta Seeds, and Dow are not parties to the underlying litigation. Syngenta Crop is incorporated under the laws of the state of Delaware and maintains its principal place of business in Greensboro, North Carolina. Thus, Syngenta Crop is neither incorporated in nor maintains its principal place of business in Mississippi. The record reveals that other than having a registered agent for service of process in Mississippi, Syngenta Crop's only contact with this state is its ownership of a small research facility with a few employees in Leland, Mississippi. Syngenta Seeds is incorporated under the laws of the state of Delaware and maintains its principal place of business in Golden Valley, Minnesota. Thus, Syngenta Seeds is neither incorporated in nor maintains its principal place of business in Mississippi. Syngenta Seeds does not own or maintain offices, production facilities or other property in Mississippi. Dow is incorporated under the laws of the state of Delaware and maintains its principal place of business in Indianapolis, Indiana. Thus, Dow is neither incorporated in nor maintains its principal place of business in Mississippi. Dow does not own or maintain offices, production facilities or records within the state of Mississippi, nor does it have employees in this state.

¶ 7. In the present action, Monsanto is seeking to obtain documents maintained by nonresident nonparties outside of the State of Mississippi. In ruling on the motions to quash the subpoenas duces tecum, the circuit court recognized that "there is no authority in Mississippi directly addressing" this issue presented on appeal. However, the circuit court found that Syngenta Crop, Syngenta Seeds and Dow were qualified to do business in Mississippi and had designated agents for service of process. Although noting that the documents in question were located outside of the State of Mississippi, citing Miss.Code Ann. § 79-4-15.05(b), the circuit court determined that because "a foreign corporation with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges and . . . is subject to the same duties, restrictions, penalties and liabilities now or later imposed on a domestic corporation," a qualified nonresident corporation must also comply with a properly-issued subpoena.

¶ 8. Although this is a case of first impression in this state, several jurisdictions have held that a court's subpoena power does not extend beyond the state in which it sits. In the case of In re Nat'l Contract Poultry Growers' Ass'n, 771 So.2d 466 (Ala.2000), a group of poultry growers sued ConAgra, Inc., among several other defendants, alleging improper business practices. ConAgra requested that the trial court issue a nonparty...

To continue reading

Request your trial
20 cases
  • Jolly v. Gen. Elec. Co.
    • United States
    • Court of Appeals of South Carolina
    • 1 September 2021
    ...of personal jurisdiction and subpoena power. In support of their argument, Appellants cite Syngenta Crop Prot., Inc. v. Monsanto Co. , 908 So.2d 121, 128 (Miss. 2005), 435 S.C. 673 for the proposition that the "concepts of personal jurisdiction and subpoena power are altogether different." ......
  • Jolly v. Gen. Elec. Co.
    • United States
    • Court of Appeals of South Carolina
    • 1 September 2021
    ...of personal jurisdiction and subpoena power. In support of their argument, Appellants cite Syngenta Crop Prot., Inc. v. Monsanto Co., 908 So.2d 121, 128 (Miss. 2005), for the proposition that the "concepts of personal jurisdiction and subpoena power are altogether different." However, we no......
  • Yelp, Inc. v. Hadeed Carpet Cleaning, Inc., Record No. 140242.
    • United States
    • Supreme Court of Virginia
    • 16 April 2015
    ...court beyond state lines to command in-state attendance of nonresident nonparty witnesses.”); Syngenta Crop Prot., Inc. v. Monsanto Co., 908 So.2d 121 (Miss.2005) (“[A] Mississippi court cannot subpoena a nonresident nonparty to appear and/or produce in Mississippi documents which are locat......
  • Isis Litigation, LLC v. Svensk Filmindustri, 04CA1619.
    • United States
    • Court of Appeals of Colorado
    • 22 March 2007
    ...768, 324 N.Y.S.2d 639 (N.Y.App. Div.1971) (subpoena included as process of the local court of record). But see Syngenta Crop Prot., Inc. v. Monsanto Co., 908 So.2d 121 (Miss.2005)(subpoena held not to be process where statute permitted service upon registered agent for service of process by......
  • Request a trial to view additional results

VLEX uses login cookies to provide you with a better browsing experience. If you click on 'Accept' or continue browsing this site we consider that you accept our cookie policy. ACCEPT