Mayer v. Angus
| Docket Number: | 2010-CA-01587-COA | |
| Court of Appeals: |
Opinion Link Opinion Date: 02-21-2012 Opinion Author: Lee, C.J. Holding: Affirmed |
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| Additional Case Information: |
Topic: Contract - Fraud - Reformation - Duress - Breach of contract - Specific performance - Unjust enrichment - Tortious interference with contract or business relationship - Breach of fiduciary duty - Joint venture Judge(s) Concurring: Irving and Griffis, P.JJ., Barnes, Ishee, Roberts, Carlton, Maxwell, Russell and Fair, JJ. Nature of the Case: CIVIL - CONTRACT |
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| Trial Court: |
Date of Trial Judgment: 09-17-2010 Appealed from: Harrison County Chancery Court Judge: Margaret Alfonso Disposition: GRANTED ANGUS’S MOTION FOR SUMMARY JUDGMENT Case Number: C2402-05-297(2) |
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| Party Name: | Attorney Name: | Brief(s) Available: | ||
| Appellant: | Michael D. Mayer |
NICHOLAS VAN WISER |
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| Appellee: | Glen Angus | JAMES R. REEVES JR. | ||
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| Topic: | Contract - Fraud - Reformation - Duress - Breach of contract - Specific performance - Unjust enrichment - Tortious interference with contract or business relationship - Breach of fiduciary duty - Joint venture |
| Summary of the Facts: | Glen Angus and Michael Mayer are real-estate developers who were involved together in several projects. Mayer brought suit against Angus contending, among other things, that Angus wrongfully excluded him from one transaction and forced him to be included in another. The chancery court granted summary judgment in favor of Angus on all of Mayer’s claims. Mayer appeals. |
| Summary of Opinion Analysis: | Issue 1: Fraud Mayer argues that representations by Angus that he had secured an investor were false and were fraudulently used to put Mayer in a position where he had no choice but to give Angus a share in the project. To succeed, a fraud claim requires Mayer to prove by clear-and-convincing evidence the following: a representation, its falsity, its materiality, the speaker’s knowledge of its falsity or ignorance of its truth, his intent that it should be acted on by the hearer and in the manner reasonably contemplated, the hearer’s ignorance of its falsity, his reliance on its truth, his right to rely thereon, and his consequent and proximate injury. Mayer offered no direct evidence that Angus’s statements about the investor were false. Mayer instead relies on an “inference” from the fact that Angus could not provide contact information for the investor at his depositions in this litigation, years after the events at issue. Issue 2: Reformation Mayer argues that the operating agreement should be reformed because of Angus’s fraud and because Mayer executed the agreement under duress. The fraud issue has already been addressed. To invalidate a contract on grounds of economic duress, the complaining party must establish: that the dominant party threatened to do something which he had no legal right to do; and that the wrongful threat overrode the volition of the victim and caused him to enter an agreement against his free will. It is never duress to threaten to do that which a party has a legal right to do. Mayer has made no effort to show Angus’s threat to sue was made in bad faith. In fact, Mayer readily admitted in his deposition that Angus was entitled to some remuneration for his work. Issue 3: Breach of contract Mayer argues that Angus breached two promises made prior to the execution of the written agreements. The first concerned deposit investors. To secure the OCAB purchase contract, Mayer had borrowed $100,000 from two investors. Mayer alleges Angus had agreed to repay one-half of this deposit or $50,000. Angus does not deny that he had agreed to cover half of the deposit if the deal fell through, but he contends the deposits should have been rolled into the closing. Mayer testified that he repaid the deposit investors personally. The second agreement Mayer alleges Angus breached was a promise to find an investor to cover one-half of the purchase price of the OCAB property. A written contract cannot be varied by prior oral agreements. Neither of the written agreements executed by the parties required Angus to pay Mayer $50,000 or secure one-half of the financing for the project. These issues are without merit. Issue 4: Specific performance Mayer argues that Angus breached the agreement to sell Mayer his share, and Mayer seeks specific performance of the option. The letter agreement required that Mayer pay $170,000 within a certain time period to purchase Angus’s interest. Mayer admits that he only tendered $120,000, contending he was entitled to an offset by the $50,000 Angus owed him for repaying the deposit investors. As Mayer’s tender did not comply with the terms of the agreement, there is no error. Issue 5: Unjust enrichment Mayer argues that Angus contributed nothing to the OCAB project and, thus, was unjustly enriched by the share he received through the letter agreement. To collect under an unjust enrichment or quasi-contract theory, the claimant must show there is no legal contract, but the person sought to be charged is in possession of money or property which good conscience and justice he should not retain, but should deliver to another. The OCAB operating agreement and letter agreement are valid and binding contracts, so a cause of action for unjust enrichment does not exist. Issue 6: Tortious interference with contract or business relationship Mayer argues that Angus’s act of threatening a lawsuit after Mayer attempted to cut him out of the OCAB project amounted to a tortious interference with Mayer’s contract or business relationship with another person. The malicious intent to interfere and injure the business of another is a critical element of the tort. Threats of groundless lawsuits, which are made in bad faith, can constitute tortious interference with business relations. Mayer’s claim fails because he has failed to show that Angus’s threat of a lawsuit was groundless or made in bad faith. Nor has Mayer shown that the threat was made with a malicious intent to injure him. Issue 7: Breach of fiduciary duty Mayer argues that Angus owed him a fiduciary duty because the two were engaged in a de facto joint venture to acquire the Gulf Towers property and that Angus breached that duty when he wrongfully acquired the property behind Mayer’s back. Under Mississippi law, a joint venture is an enterprise engaged in by two or more persons jointly to carry out a single business enterprise for profit, for which purpose the persons involved combine their property, money, efforts, skill, and knowledge. The critical elements of the existence of a joint venture are intent, control, and profit sharing. Mayer’s evidence is sparse. He notes that Angus readily admitted to what was essentially a joint venture agreement on the projects they did together. Mayer pairs this with a document he offered into evidence styled a “contract report,” which is essentially a log of his dealings with Angus. This log is not sufficient evidence to create a genuine issue of material fact of a joint venture to acquire the Gulf Towers. |
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