Bluewater Logistics, LLC v. Williford
| Docket Number: | 2008-CA-00250-COA Linked Case(s): 2008-CA-00250-COA2008-CT-00250-SCT2008-CT-00250-SCT |
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| Court of Appeals: |
Opinion Link Opinion Date: 12-15-2009 Opinion Author: Irving, J. Holding: Reversed and rendered |
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| Additional Case Information: |
Topic: Ouster from corporation - Findings of fact - Requested relief - Mississippi Limited Liability Company Act - Section 79-29-214 - Section 79-29-306 Judge(s) Concurring: King, C.J., Lee and Myers, P.JJ., Ishee, Roberts, Carlton and Maxwell, JJ. Dissenting Author : Griffis, J., without separate written opinion. Concurs in Result Only: Barnes, J. without separate written opinion. Procedural History: Bench Trial Nature of the Case: CIVIL - OTHER |
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| Trial Court: |
Date of Trial Judgment: 01-07-2008 Appealed from: Forrest County Chancery Court Judge: Johnny Lee Williams Disposition: ORDERED OWNERS OF CORPORATION TO PAY OUSTED OWNER’S INTEREST IN CORPORATION Case Number: 06-0092-GN-W |
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| Party Name: | Attorney Name: | Brief(s) Available: | ||
| Appellant: | Bluewater Logistics, LLC, Bluewater Bay LLC, Patricia L. Mosser, Marquetta Smith and Michael J. Floyd |
ROBERT R. MARSHALL |
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| Appellee: | James Stewart Williford, Jr. | L. CLARK HICKS JR. | ||
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: | Ouster from corporation - Findings of fact - Requested relief - Mississippi Limited Liability Company Act - Section 79-29-214 - Section 79-29-306 |
| Summary of the Facts: | James Williford Jr., Patricia Mosser, Marquetta Smith, and Michael Floyd are joint owners of a limited liability corporation known as Bluewater Logistics LLC. In 2006, Mosser, Smith, and Floyd decided to oust Williford from BLL. Thereafter, Williford filed a complaint requesting that he be allowed to remain a member of BLL. Sometime after the filing of Williford’s complaint, the remaining members decided to grant Williford’s request rather than oust him. Regardless, the case went to trial, after which the chancery court found that Williford had been improperly ousted from the corporation and granted him $316,768.25 in damages. BLL and the remaining members appeal. Williford cross-appeals. |
| Summary of Opinion Analysis: | Issue 1: Findings of fact BLL argues that the appellate court should employ a heightened standard of review due to the court’s adoption of Williford’s proposed findings of fact. The record is inadequate for the Court to determine whether the chancery court’s final judgment and attached findings were submitted verbatim by Williford’s attorney. The order does not state that it was prepared by the attorney, the attorney’s letter to the court does not state whether the attorney drafted the judgment, and there is no copy of the proposed findings that were submitted to the court and that allegedly became the court’s final judgment. Therefore, there is no merit to this contention of error. Issue 2: Relief BLL argues that the chancellor improperly granted Williford relief that was outside the scope of his pleadings when the chancery court granted him monetary damages, because the only requested relief in Williford’s complaint was that he be allowed to remain a member of BLL. It is a well settled rule that a party complainant may have relief only on the case made by his bill of complaint and that the allegations of the pleading and proof must correspond. In Williford's complaint, the only monetary damages that were sought were for tort claims that were not adjudicated by the chancery court. No monetary damages were sought in response to the ouster itself; the only relief that the complaint requested in that regard was that Williford be allowed to remain a member of BLL. Had Williford requested monetary damages rather than reinstatement as a member, the chancery court would have been authorized to grant him that relief. Although Williford’s complaint contains a brief general prayer for relief, this is insufficient to allow the damages granted to him by the chancery court. The correspondence and motions drafted by BLL’s attorney were sufficient to rescind BLL’s decision to oust Williford as a shareholder. Issue 3: Mississippi Limited Liability Company Act Williford argues that the chancery court’s relief was authorized by two provisions in the MLLCA, section 79-29-214 and section 79-29-306. Sections 79-29-214(2)(a)(i,ii) provide no relief to Williford, as they allow for an appraisal and subsequent payment only in the event of a merger, or a sale, lease, exchange, or other disposition of assets if the disposition would leave the limited liability company without a significant continuing business activity. There is no evidence in the record to suggest that either of these conditions have been met. Section 79-29-214(2)(a)(iii) allows for appraisal and payment in the event of any other action to the extent provided by the certificate of formation or limited liability company agreement. As there was a valid rescission of Williford’s ouster, this provision is also no help to Williford. Section 79-29-306(3)(a) is also of no help to Williford, as it merely grants a court of equity the ability to enforce a company agreement. The company agreement here provides for the payment of a member’s share of the company only when the member has been ousted. Since Williford’s ouster was rescinded, there was nothing else in the company agreement to allow for the payment of his share of BLL. |
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