Koury v. Ready
| Docket Number: | 2004-CA-00361-SCT Linked Case(s): 2004-CA-00361-SCT |
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| Supreme Court: | Opinion Link Opinion Date: 07-21-2005 Opinion Author: Randolph, J. Holding: Reversed and Rendered |
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| Additional Case Information: |
Topic: Contract - Dissolution of partnership - Fraud Judge(s) Concurring: Smith, C.J., Cobb, P.J., Easley, Carlson and Dickinson, JJ. Non Participating Judge(s): Waller, P.J., and Diaz, J. Dissenting Author : Graves, J. Procedural History: Jury Trial Nature of the Case: CIVIL - CONTRACT |
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| Trial Court: |
Date of Trial Judgment: 02-09-2004 Appealed from: Hinds County Chancery Court Judge: Denise Owens Disposition: Granted summary judgment in favor of Koury on Ready’s workers’ compensation claim and found in favor of Ready for $7,798.45 and attorney's fees. Case Number: G-2001-945 O/3 |
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| Party Name: | Attorney Name: | |||
| Appellant: | PETER A. KOURY |
ALAN W. PERRY, PHILLIP SAMUEL SYKES, JOSHUA JAMES METCALF |
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| Appellee: | JON D. READY | PAUL ANDERSON KOERBER |
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Synopsis provided by:  If you are interested in subscribing to the weekly synopses of all Mississippi Supreme Court and Court of Appeals hand downs please contact Tammy Upton in the MLI Press office. |
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| Topic: | Contract - Dissolution of partnership - Fraud |
| Summary of the Facts: | Jon Ready filed a complaint against his former business partner, Peter Koury, asserting numerous causes of action against Koury including allegations of fraud, duress, breach of contract, and a workers’ compensation claim. The court granted summary judgment in favor of Koury on Ready’s workers’ compensation claim, as it was barred by the statute of limitations. The court found that Ready was not under duress at the time of the signing of the dissolution agreement, but found that the dissolution agreement was procured by fraud. The court awarded Ready $7,798.45 in damages and partial attorney’s fees in the form of punitive damages in the amount of $23,106.27. Koury appeals and Ready cross appeals. |
| Summary of Opinion Analysis: | The trial court’s finding of fraud was predicated upon Koury’s alleged failure to disclose certain accounts receivable and work in progress. However Koury’s alleged failure to disclose does not automatically result in a finding of fraud, as all other elements of fraud must be satisfied in order to support a finding of fraud. Assuming that Koury did misrepresent certain accounts receivable, Ready must have suffered damages as the consequences thereof. The partnership agreement stated that for a period of one year following the final accounting date, any collection of bad debts previously charged off would be shared with the retiring partner. Furthermore the dissolution agreement provided that, “the Firm and/or Remaining Partners shall pay Ready forty-two percent (42%) of any “net bad debts” collected prior to September 30, 1992.” In awarding damages to the plaintiff, the court relied on a report which included accounts receivables through the year 1996. This was contrary to the plain language of the partnership and dissolution agreements, as both agreements provided that Ready was entitled to credit from these accounts only up until September 30, 1992, a year after his retirement date. Because Ready was only entitled to credit for these accounts until Sept. 30, 1992, Ready actually owed Koury $3,871.96, based on the clear unambiguous words of both agreements. Because Ready owed Koury, Ready was not injured from the alleged failure of Koury to disclose accounts receivable to Ready. Absent injury there can be no fraud. With regard to Ready’s argument that Koury misrepresented the value of the furniture and fixtures, there is substantial evidence to support the chancellor’s finding that Koury did not misrepresent the value of the furniture and fixtures. Both Ready and his counsel knew that May & Company was paying Koury the assessed value for the furniture and fixtures before Ready signed the dissolution agreement. It was a subject of negotiations between the parties. Furthermore, the merger did not take place until one day after Ready retired, and per the partnership agreement, Ready was only entitled to his interest in the partnership until the day he retired. |
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