Dalton v. Cellular South, Inc.
| Docket Number: | 2007-CT-00750-SCT Linked Case(s): 2007-CA-00750-COA ; 2007-CA-00750-COA ; 2007-CT-00750-SCT |
|
| Supreme Court: | Opinion Link Opinion Date: 11-12-2009 Opinion Author: Randolph, J. Holding: The Judgments of the Court of Appeals and the Circuit Court are Affirmed in Part and Reversed in Part. This case is Remanded to the Circuit Court of Winston County for proceedings consistent with this opinion. |
|
| Additional Case Information: |
Topic: Contract - Ambiguity - Summary judgment - M.R.C.P. 56 - Conclusory affidavit Judge(s) Concurring: Waller, C.J., Carlson and Graves, P.JJ., Dickinson, Lamar, Kitchens and Pierce, JJ. Non Participating Judge(s): Chandler, J. Procedural History: Summary Judgment Nature of the Case: CIVIL - CONTRACT Writ of Certiorari: yes Appealed from Court of Appeals |
|
| Trial Court: |
Date of Trial Judgment: 04-04-2007 Appealed from: WINSTON COUNTY CIRCUIT COURT Judge: Joseph H. Loper Disposition: The trial court granted summary judgment in favor of Cellular South. Case Number: 2006-013-CV-L |
|
| Note: | See the original COA opinion at: http://www.mssc.state.ms.us/Images/HDList/..%5COpinions%5CCO51308.pdf | |
| Party Name: | Attorney Name: | Brief(s) Available: | ||
| Appellant: | GREGORY S. DALTON, INDIVIDUALLY AND
d/b/a LOUISVILLE ELECTRONICS |
WILLIAM LISTON, DEWITT T. HICKS, JOHN M. MONTGOMERY, SARA ELAINE WOODRELL |
|
|
| Appellee: | CELLULAR SOUTH, INC. | CHARLES LOUIS McBRIDE, ANNE CLARKE SANDERS, KATIE LOFTON WALLACE | ||
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. |
|
| Topic: | Contract - Ambiguity - Summary judgment - M.R.C.P. 56 - Conclusory affidavit |
| Summary of the Facts: | Gregory Dalton was the owner of a Radio Shack store. In 1992, he entered into an agency agreement with Cellular Holding, a predecessor corporation of Cellular South, Inc. The original agreement was replaced in 1993, with a new Authorized Agent Agreement. Under the agreement drafted by CSI, Dalton was to procure cellular-phone customers for CSI in exchange for commission payments. The agency relationship lasted twelve years, during which Dalton operated a cellular-phone store in the same building as his Radio Shack store. Dalton was a nonexclusive agent in a seven-county area. CSI reserved the right to market its product through its own employees or other independent contractors. In 1993, CSI instituted a policy concerning new agents. Beginning that year, all new agency contracts contained different provisions for termination. CSI removed the language requiring it to determine that it would be detrimental to continue an agency relationship. The new contracts were terminable at will. Six years later, CSI sent Dalton a new contract. Dalton refused to execute the new contract. The parties continued to operate under the 1993, agreement. Subsequent to Dalton’s 1999 refusal, payments by CSI increased significantly, more than doubling by 2003. In 2003, CSI informed Dalton by letter that it was terminating the agency agreement. Enclosed with the letter was a Full and Final Release, which Dalton refused to sign. CSI filed a declaratory judgment action in circuit court, seeking a judgment that it had complied with the agreement in terminating Dalton. CSI moved for summary judgment. Dalton filed a motion for partial summary judgment. The circuit court granted CSI summary judgment, and denied Dalton’s motion for partial summary judgment. A divided Court of Appeals affirmed the trial court. The Supreme Court granted certiorari. |
| Summary of Opinion Analysis: | Issue 1: Unambigous contract Dalton argues that the contract is unambiguous. Giving the words their plain and ordinary meaning does not generate an ambiguity. A contract is ambiguous if it contains conflicting clauses when the contract is read as a whole. In this case, the contract is capable of more than one reasonable interpretation as to when and how the contract can be terminated. This contract fails to provide clear direction as to which termination clause applies, without consideration of extrinsic evidence. Once a contract is found to be ambiguous, resolution of any uncertainties will be against the drafter of the contract. The contract at issue contains termination clauses that lack clarity and that are not harmonious. Clause 3.1 calls for a one-year term and restricts the right of CSI to terminate the agreement as to “a successful AGENT” and “a successful Agency relationship.” Clause 3.3 allows for automatic one-year renewals. Clause 3.5 allows either party to terminate at will. Clause 3.4 and the unnumbered paragraph following clause 3.5 allow CSI to terminate with cause under certain circumstances. Thus, reasonable minds could reach different conclusions after reading the whole contract, in discerning the intent of the parties, while giving effect to each separate clause. Whether CSI terminated the contract for the reason it originally furnished to Dalton or whether CSI terminated the contract for the reasons offered after litigation began is a material fact and is in dispute. Issue 2: Summary judgment Here, the moving party, CSI, has the burden of production, persuasion and proof, as it would have the burden of proof at trial as the plaintiff in a declaratory judgment action. Before any burden falls to the nonmovant, the party moving for summary judgment first must have met its burden under M.R.C.P. 56. A conclusory, self-serving affidavit, unsupported by material facts relevant to the proposition at issue, is insufficient as a basis to grant summary judgment and applies equally to summary-judgment movants and nonmovants. CSI’s conclusory affidavit was offered without foundation in fact as to how, when, and why CSI determined that continuation of the contract was detrimental to its well-being, reputation, and goodwill. As CSI provided only a conclusory, self-serving affidavit, it failed to meet its burden. Also, Dalton has failed to show the lack of a genuine issue of material fact and that he is entitled to judgment as a matter of law. |
Home | Terms of Use | About the JDP | Feedback | Using JDP | MC Law Library | Mississippi Supreme Court
