Storey, et al. v. Williamson, et al.
| Docket Number: | 2010-CA-02038-COA Linked Case(s): 2010-CA-02038-COA ; 2010-CT-02038-SCT |
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| Court of Appeals: |
Opinion Link Opinion Date: 04-03-2012 Opinion Author: Carlton, J. Holding: Affirmed |
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| Additional Case Information: |
Topic: Contract - Summary judgment - Breach of agreement - Motion to dismiss Judge(s) Concurring: Lee, C.J., Irving and Griffis, P.JJ., Ishee, Roberts, Maxwell, Russell and Fair, JJ. Concur in Part, Concur in Result 1: Barnes, J. Procedural History: Summary Judgment Nature of the Case: CIVIL - CONTRACT |
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| Trial Court: |
Date of Trial Judgment: 12-02-2010 Appealed from: Warren County Circuit Court Judge: Isadore Patrick Disposition: GRANTED SUMMARY JUDGMENT IN FAVOR OF PLAINTIFFS/APPELLEES; GRANTED MOTION TO DISMISS PLAINTIFFS/APPELLEES’ CLAIM Case Number: 09,0113-CI |
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| Party Name: | Attorney Name: | Brief(s) Available: | ||
| Appellant: | John Storey, Battlefield Express Drugs, Inc. and Battlefield Compounding Center, Inc. |
DAVID M. SESSUMS
PENNY B. LAWSON |
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| Appellee: | Billy Williamson and Gene Abbott | MARK W. PREWITT | ||
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: | Contract - Summary judgment - Breach of agreement - Motion to dismiss |
| Summary of the Facts: | In 2000, Gene Abbott and Billy Williamson executed an agreement for the sale of a pharmacy in Vicksburg, operating as SuperCo, Inc. and doing business under the trade name Battlefield Discount Drugs, Inc. (SuperCo), to John W. Storey and Mitchell Chad Barrett. During contract negotiations, Storey and Barrett agreed that they would not “buy” another location in Warren County without the consent of Abbott and Williamson, and the parties memorialized this decision in Item (cc) of the agreement. In 2008, Storey and Barrett planned on opening, as opposed to purchasing, a new pharmacy location at 2080 Frontage Road, with plans to open the pharmacy from the ground up. Storey and Barrett discussed their plan with Abbott and Williamson, both of whom consented. Abbott and Williamson also agreed to work at the new location. However, on April 22, 2009, Storey filed a dissolution of partnership suit against Barrett. Barrett subsequently attempted to obtain the lease on 2080 Frontage Road in his individual name after the lease expired on the initial terms, but he was unsuccessful. Storey was eventually successful in obtaining the lease individually. After the filing of the dissolution suit, Storey formed Battlefield Express Drugs, Inc. and Battlefield Compounding Center, Inc., both of which he is the sole owner, director, and officer. Simultaneously, Barrett planned to open his own new pharmacy, Vicksburg Special Care Pharmacy. Abbott and Williamson filed their complaint against Storey, Battlefield Express Drugs, Inc., and Battlefield Compounding Center, Inc., alleging that Storey had secured another location in competition with SuperCo without the consent of Abbott and Williamson, and that such action was in violation of Item (cc) of the December 2000 agreement. In their complaint, Abbott and Williamson sought an injunction to prevent Storey from opening the new pharmacy. At the time the suit was filed, Barrett and Storey were still partners and operators of SuperCo. Abbott and Williamson admitted in their depositions that they had no intentions of bringing suit against Barrett. Storey filed a motion to dismiss and for a judgment on the pleadings, asserting that Storey had not bought another location in violation of Item (cc) of the agreement, but rather had opened another location. Storey filed a counter-complaint, asserting that Abbott and Williamson violated Item (m) of the agreement by filing their lawsuit against Storey, which thus entitled Storey to receive liquidated damages. Abbott and Williamson amended the complaint to include an M.R.C.P. 57 declaratory judgment to determine any question of contract construction. Abbott and Williamson also filed a motion for summary judgment as to Storey’s counterclaim. The circuit court entered an order holding that Storey had not violated Item (cc) of the agreement, and dismissed the complaint filed by Abbott and Williamson. Further, the circuit court held that Abbott and Williamson did not violate Item (m) and thus granted their motion for summary judgment as to Storey’s counterclaim. Storey appeals, and Abbott and Williamson cross appeal. |
| Summary of Opinion Analysis: | Issue 1: Summary judgment Storey argues that the circuit judge erred by granting summary judgment in favor of Abbott and Williamson. Storey argues that a genuine issue of material fact exists, and he claims that the jury should decide whether or not Abbott and Williamson breached Item (m) of the agreement after filing suit against Storey, thus entitling Storey to liquidated damages. Abbott and Williamson argue that Storey failed to show that they breached Item (m) by filing an injunctive suit against separate companies in competition with SuperCo. Abbott and Williamson state that SuperCo did not constitute the owner or operator of Storey’s new pharmacy as of the date that Abbott and Williamson filed for injunctive relief. Further, Abbot and Williamson assert that the agreement does not apply to Storey’s new companies. Thus, Storey cannot claim the benefit of Item (m) of the agreement, because SuperCo exists as a separate Mississippi corporation distinct from Abbott and Williamson as well as Storey, and the duties and liabilities Abbott and Williamson owed to SuperCo are not owed to Storey as an individual. The record shows that Storey failed to present evidence showing an issue of material fact sufficient to survive summary judgment. Specifically, Storey failed to provide sufficient evidence to support his claim that Abbot and Williamson’s lawsuit, filed to prevent Storey from opening another pharmacy, breached Item (m) of the agreement in which Abbott and Williamson committed to “develop marketing and other business plans as consultants for the company on a continued basis for the period of indebtedness.” Viewing all evidence in a light most favorable to Storey, Abbott and Williamson met their burden of proving that Item (m) bound them only to develop marketing and other business plans for the company set forth in the agreement — SuperCo. Issue 2: Motion to dismiss On cross-appeal, Abbott and Williamson argue that the circuit court incorrectly dismissed their claim alleging that Storey breached Item (cc) of the agreement. Abbott and Williamson submit that Storey’s actions of negotiating for and obtaining a lease for the purpose of operating a new pharmacy, and opening a drug store with a very similar name to SuperCo, was in complete violation of the agreement’s requirement that the parties shall not operate a competing business in Warren County or “buy” another location in Warren County. The primary purpose of all contract construction principles and methods is to determine and record the intent of the contracting parties. When interpreting the parties’ intent in a contract, the court will first look to the four corners of the contract itself, read the contract as a whole, and give effect to all of its clauses. In the present case, the circuit judge’s order reflects no determination that the term “buy,” as used in the agreement, was ambiguous or unclear. Further, the circuit judge found that since Storey was in negotiations to lease another location, Storey had not actually purchased, nor yet leased, a new pharmacy location; therefore, Storey had not breached the agreement. Since Abbott and Williamson failed to provide evidence of Storey actually buying another pharmacy, as prohibited by the agreement, the circuit judge did not err in finding no breach of the agreement by Storey. |
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