Julvanna, LLC v. Econ. Inns, Inc.


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Docket Number: 2007-CA-02226-COA

Court of Appeals: Opinion Link
Opinion Date: 12-15-2009
Opinion Author: Lee, P.J.
Holding: Affirmed

Additional Case Information: Topic: Contract - Breach of agreed judgment - Money damages
Judge(s) Concurring: King, C.J., Myers, P.J., Irving, Griffis, Barnes, Ishee, Roberts, Carlton and Maxwell, JJ.
Procedural History: Bench Trial
Nature of the Case: CIVIL - CONTRACT

Trial Court: Date of Trial Judgment: 11-19-2007
Appealed from: Harrison County Chancery Court
Judge: Sanford R. Steckler
Disposition: SPECIFIC PERFORMANCE DENIED AND EARNEST MONEY AWARDED TO ECONOMY INNS
Case Number: C-2402-2005-424(3)

  Party Name: Attorney Name:   Brief(s) Available:
Appellant: JULVANNA, LLC




BEAU A. STEWART



 
  • Appellant #1 Brief
  • Appellant #1 Reply Brief

  • Appellee: ECONOMY INNS, INC., A MISSISSIPPI CORPORATION MICHAEL B. HOLLEMAN  

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    Topic: Contract - Breach of agreed judgment - Money damages

    Summary of the Facts: Julvanna, LLC brought suit against Economy Inns, Inc., for specific performance of a sales contract. Prior to trial, both parties reached a settlement agreement, which was reduced to an agreed judgment. The parties also entered into an agreement regarding the mutual release of claims. Julvanna subsequently filed a motion to enforce the terms of the agreed judgment. Economy filed a motion to dismiss and a counterclaim seeking the $250,000 earnest money deposit. The chancellor denied Julvanna’s motion to enforce the agreed judgment, terminated the sales contract, and allowed Economy to retain the $250,000 earnest money deposit. Julvanna appeals.

    Summary of Opinion Analysis: Julvanna argues that the chancellor erred in denying its motion to enforce the agreed judgment. Agreed judgments are in the nature of a contract and are binding and conclusive in the absence of fraud, mutual mistake, or collusion. Under the terms of the agreed judgment, the parties agreed to release each other from all pending claims. The agreed judgment also reaffirmed the terms of the original purchase agreement, including the condition of the property. The original sales contract called for the property to be delivered in “as is, where is” condition. After Hurricane Katrina damaged the Super 8, Economy offered Julvanna the option to walk away or take the damaged property along with any insurance proceeds. Julvanna failed to select an option. Economy then entered into the agreement with Southern to rebuild the Super 8 to its pre-Katrina condition. In the agreed judgment, Julvanna agreed to take the Super 8 subject to the Economy-Southern agreement. Although Julvanna contends that the Super 8 was to be completely finished prior to closing, the intent of the parties was for Julvanna to take the Super 8 subject to the Economy-Southern agreement in an “as is, where is” condition. The agreed judgment contemplated that the closing might occur before the expiration of Southern’s lease. Julvanna clearly did not want to be responsible for any additional improvements required by the new, updated franchise requirements. Regardless of Julvanna’s interpretation of the agreed judgment, Julvanna did not put on any proof that the Super 8 did not meet the standards of the Economy-Southern agreement. Julvanna breached the agreed judgment by failing to accept the property subject to the obligations and liabilities of the agreed judgment, and Economy was left with no choice but to consider the contract terminated. Julvanna also argues that the issue of money damages was not properly before the chancellor and that Economy did not have the right to file a motion to dismiss and a counterclaim in response to Julvanna’s motion to enforce the agreed judgment. Economy interpreted Julvanna’s motion as a motion for specific performance, asserted that Julvanna breached the contract, and argued it was entitled to the $250,000 earnest money. Whether Economy properly filed a motion to dismiss or a counterclaim, Economy was entitled to the earnest money because it was able and willing to perform the contract while Julvanna breached the contract.


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