G. B. "Boots" Smith Corp. v. Cobb
| Docket Number: | 2002-CA-00525-SCT Linked Case(s): 2002-CA-00525-SCT |
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| Supreme Court: | Opinion Link Opinion Date: 10-30-2003 Opinion Author: Waller, J. Holding: AFFIRMED IN PART; REVERSED AND RENDERED IN PART; REVERSED AND REMANDED IN PART |
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| Additional Case Information: |
Topic: Contract - Requirements agreement - Damages - Section 75-2-708 - Statutory penalty - Section 31-5-27 Judge(s) Concurring: Smith, P.J., Cobb and Carlson, JJ. Non Participating Judge(s): Pittman, C.J., and Diaz, J. Dissenting Author : McRAE, P.J., GRAVES, J., Concur in Part, Dissent in Part 1: Graves, J., Concurs in Part and Dissents in Part Without Separate Written Opinion Concurs in Result Only: Easley, J. Procedural History: Bench Trial Nature of the Case: CIVIL - CONTRACT |
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| Trial Court: |
Date of Trial Judgment: 03-05-2002 Appealed from: Coahoma County Chancery Court Judge: William Willard Disposition: Awarded $105,134.80 in damages to the Appellee. Case Number: 2000-584 |
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| Note: | SMITH, P.J., COBB AND CARLSON, JJ., CONCUR. EASLEY, J., CONCURS IN RESULT ONLY. GRAVES, J., CONCURS IN PART AND DISSENTS IN PART WITHOUT SEPARATE WRITTEN OPINION. McRAE, P.J., CONCURS IN PART AND DISSENTS IN PART WITH SEPARATE WRITTEN OPINION. PITTMAN, C.J., AND DIAZ, J., NOT PARTICIPATING. | |
| Party Name: | Attorney Name: | |||
| Appellant: | G. B. "Boots" Smith Corporation |
TOM T. ROSS, JR. |
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| Appellee: | Henry R. Cobb, Jr. and Richard Cobb | C. KENT HANEY |
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| Topic: | Contract - Requirements agreement - Damages - Section 75-2-708 - Statutory penalty - Section 31-5-27 |
| Summary of the Facts: | Henry Cobb, Jr., and Richard Cobb filed suit against G. B. "Boots" Smith Corporation for damages resulting from an alleged breach of contract. Judgment was entered against Smith in the amount of $120,905.02. Smith appeals. |
| Summary of Opinion Analysis: | Issue 1: Requirements agreement Smith argues that the court erred in finding that the contract meant that Smith would buy all the fill dirt needed for the project exclusively from the Cobbs. A requirements contract requires the buyer to purchase all his requirements for goods or services solely from one seller. There is no requirements agreement where the buyer fails to make an express or implied promise to purchase solely from the seller. In this case, the plain language of the contract provides an implied contract. While the contract does not contain the phrase "buyers agree to buy all fill dirt for the project," the wording that was used in the contract implied exactly that. Issue 2: Damages Smith argues that the chancellor abused his discretion in awarding damages for the 262,837 cubic yards of dirt not purchased from the Cobbs, since the contract estimated the amount of dirt needed for the project to be 550,000 cubic yards. The principle governing breaches of sales contracts is to give the aggrieved party the benefit of the contract by putting the party in as good a position as the party would have been in had the breaching party performed the agreement. The chancellor awarded the Cobbs the full sales price as damages. Because the Cobbs are still in possession of the dirt they were to sell and presumably could still sell, they are entitled only to the lost profits and any incidental damages under section 75-2-708. Issue 3: Statutory penalty Smith argues that the chancellor also imposed section 31-5-27's penalty against Smith. Section 31-5-27 provides that the contractor shall pay each subcontractor and material supplier in proportion to the percentage of work completed by each subcontractor and material supplier. When Smith breached the contract, the contract was terminated. Therefore, the Cobbs were no longer material suppliers under the public construction contract, and section 31-5-27 no longer applied to them. |
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