Warwick v. Gautier Utility Dist., 97-CA-00210-SCT.

• Decision Date: 15 April 1999
• Docket Number: No. 97-CA-00210-SCT.,97-CA-00210-SCT.
• Citation: 738 So.2d 212
• Parties: Charles E. WARWICK d/b/a Coast Meadows Mobile Home Park and Park Developers, Inc. v. GAUTIER UTILITY DISTRICT.
• Court: Mississippi Supreme Court

738 So.2d 212

Charles E. WARWICK d/b/a Coast Meadows Mobile Home Park and Park Developers, Inc. v. GAUTIER UTILITY DISTRICT.

No. 97-CA-00210-SCT.

Supreme Court of Mississippi.

April 15, 1999.

Rehearing Denied July 1, 1999.

Earl L. Denham, Ocean Springs, Attorney for Appellants.

David E. Kihyet, Pascagoula, Henry P. Pate, III, Van Cleave, Attorneys for Appellee.

EN BANC.

MILLS, Justice, for the Court:

¶ 1. On January 15, 1986, Appellee Gautier Utility District, through an eminent domain action, took property owned by Pasco Utilities, Inc. The property which was the subject of the eminent domain action was encumbered by reversionary and contractual interests held by Appellant Charles E. Warwick pursuant to a 1970 contract and a 1971 deed. Although Pasco was compensated for its loss, Charles Warwick was never made a party to the eminent domain action, and therefore, was not compensated for his interests in the property. Through a separate action in chancery court wherein Warwick sought to recover the property pursuant to his reversionary interest, Gautier Utility District (hereinafter GUD) and Warwick entered into a settlement agreement whereby Warwick agreed to release any claim over the subject property for consideration of $90,000. In a separate action pending in circuit court, which is the subject of this appeal, Warwick claimed that GUD, as a subsequent purchaser, is bound by the terms of the 1970 contract between Warwick and Pasco, Inc. which set the price of utility rates for Warwick's mobile home park, as well as imposing costs for maintenance and repair of the collection system upon GUD. On December 20, 1995, the Jackson County Circuit Court entered its order dismissing the action. Aggrieved, Charles E. Warwick and Park Developers, Inc., appeal to this court, assigning as error the following issues:

I. WHETHER THE CIRCUIT COURT ERRED IN DETERMINING THAT A SETTLEMENT AGREEMENT REGARDING A PROPERTY DISPUTE FILED IN CHANCERY COURT SETTLED ALL MATTERS AT ISSUE BETWEEN PARTIES INCLUDING A SEPARATE CAUSE OF ACTION INVOLVING A CONTRACT DISPUTE IN CIRCUIT COURT?

II. WHETHER THE CIRCUIT COURT ERRED IN ITS DECISION THAT GAUTIER UTILITY DISTRICT HAS NO LIABILITY WITH REGARD TO THE NOVEMBER, 1970 AGREEMENT?

STATEMENT OF THE FACTS

¶ 2. On November 25, 1970, Charles E. Warwick, individually and as President of Park Developers, Inc., entered into an agreement with Pasco Enterprises, Inc. The agreement stated that as consideration for the conveyance of certain land and utility easements from Warwick to Pasco Enterprises, Inc., Pasco was to construct and operate waste treatment facilities and sewer lines for the benefit of a mobile home park and subdivision being developed by Warwick d/b/a Park Developers, Inc. and to charge a specified schedule of rates for these services.

¶ 3. The 1970 Agreement provided in part:

III.

Pasco shall seek the approval and ratification of said Public Service Commission of rates for sewerage collection, treatment, and disposal based on the following formula:

0-25 lots occupied — 50% of water consumption at the published rates for water of Seashore Utilities Inc 26-50 lots occupied — 50% of water consumption at 40¢ per 100 cubic feet Over 50 lots occupied — 50% of water consumption at 30¢ per 100 cubic feet

Costs for maintenance and repair of the collection system shall be borne as follows:

1st year — Developers 100% — Pasco 0% 2nd year — Developers 50% — Pasco 50% 3rd year — Developers 25% — Pasco 75% Following — Pasco 100%

In no event shall Developers have any responsibility to maintain or repair the sewerage treatment facility or any lift stations or lines situated outside the boundaries of Developer's property. Further, Pasco agrees that it will, at all times, maintain adequate sewerage collection and treatment facilities for the Developers, not in excess of rates set by the Mississippi Public Service Commission.

¶ 4. On May 31, 1971, Warwick conveyed the property to Pasco Enterprises in a Sewerage Easement and Deed which specifically referred to the 1970 Agreement and included a land description for the sewerage treatment plant. This Sewerage and Easement Deed stated in part:

As to the property described in Exhibit "C", title thereto is conveyed in fee simple but solely for use as a sewerage treatment plant or facility and in the event it is not so utilized for a period of thirty (30) consecutive days after completion of construction [,] title will revert to the Grantor, his heirs, devisee or assigns.

IN WITNESS WHEREOF, the Grantor has executed this instrument this the 31st day of May, 1971.

/s/ Charles E. Warwick

¶ 5. Warwick developed Coast Meadows Mobile Home Park (hereinafter "Coast Meadows"), and Pasco Enterprises constructed the waste water treatment facility on the land acquired from Warwick as well as sewer lines in the easements. Pasco Enterprises also obtained approval from the Mississippi Public Service Commission for the rates agreed upon by the parties in the 1970 Agreement. The rate schedule remained in effect as contracted between Pasco¹ and Warwick until the assets of Pasco Utilities, Inc., including the waste water treatment facility property, were taken through eminent domain by Gautier Utility District. From that point forward, Gautier Utility District provided water and sewer services to Coast Meadows according to its own rate schedule. On October 19, 1993, Charles Warwick² d/b/a Coast Meadow Mobile Home Park filed a complaint against Gautier Utility District in the Circuit Court of Jackson County, Mississippi (1) charging that Gautier Utility District overcharged Charles Warwick and (2) seeking to enforce the 1970 contract between Pasco Enterprises, Inc. and Park Developers, Inc.

¶ 6. On October 5, 1994, in consideration of $90,000, Warwick executed a Release and Settlement Agreement regarding his separate suit in chancery court which he filed to recover the property upon which Pasco's waste water and treatment facility had been built and also to recover the value of its sewage treatment plant.

¶ 7. The circuit court relied upon the chancery court settlement agreement in finding that the agreement released Gautier Utility District from any further liability relating to the lawsuit and finding that Gautier Utility District "... has no liability regarding the enforcement of the Agreement dated November 25, 1970 between Pasco Enterprises, Inc. and Park Developers, Inc."

DISCUSSION OF THE ISSUES

I. WHETHER THE CIRCUIT COURT ERRED IN DETERMINING THAT A SETTLEMENT AGREEMENT REGARDING A PROPERTY DISPUTE FILED IN CHANCERY COURT SETTLED ALL MATTERS AT ISSUE BETWEEN

PARTIES INCLUDING A SEPARATE CAUSE OF ACTION INVOLVING A CONTRACT DISPUTE IN CIRCUIT COURT?

¶ 8. The standard of review for questions concerning the construction of contracts are questions of law that are committed to the court rather than to the fact finder. Mississippi State Highway Comm. v. Patterson Enters., Ltd., 627 So.2d 261, 263 (Miss.1993). Appellate courts review questions of law de novo. Legal purpose or intent should first be sought in an objective reading of the words employed in the contract to the exclusion of parol or extrinsic evidence. Cooper v. Crabb, 587 So.2d 236, 239 & 241 (Miss. 1991). Thus, the courts are not at liberty to infer intent contrary to that emanating from the text at issue. Id. at 241. Instead, when construing a contract, the court will read the contract as a whole, so as to give effect to all of its clauses. Brown v. Hartford Ins. Co., 606 So.2d 122, 126 (Miss.1992). One should look to the "four corners" of the contract whenever possible to determine how to interpret it. McKee v. McKee, 568 So.2d 262, 266 (Miss. 1990). Therefore, when interpreting a contract, the court's concern is not nearly so much with what the parties may have intended, but with what they said, since the words employed are by far the best resource for ascertaining the intent and assigning meaning with fairness and accuracy. Simmons v. Bank of Mississippi, 593 So.2d 40, 42-43 (Miss.1992).

¶ 9. Warwick charges in the case sub judice that the circuit court erred in interpreting the chancery court release to include the circuit court action. He asserts that the circuit court's holding is contrary to the intent of the parties as clearly indicated by the words of the Release and Settlement Agreement. Warwick argues that the Release and Settlement Agreement refers only to the claims and issues connected with the specific cause of action in Jackson County Chancery Court which involved the taking of certain property of Warwick's in which he held a reversionary...