United States District Court, S.D. Mississippi, Western Division
OPINION AND ORDER
WILLIAM H. BARBOUR, Jr., District Judge.
This cause is before the Court on the Motion of Defendant for Summary Judgment. Having considered the pleadings, the attachments thereto, as well as supporting and opposing authorities, the Court finds the Motion is well taken and should be granted.
I. Factual Background and Procedural History
Traffic Jam Events, LLC, ("Traffic Jam"), is a business that promotes and assists in staffed sales events at automobile dealerships. White and Sons, Inc., d/b/a Keith White Ford Lincoln ("White and Sons") owns an automobile dealership in McComb, Mississippi. Traffic Jam conducted several staffed sales events at the White and Sons dealership including one that ended on August 4, 2012.
On August 6, 2012, Keith White ("White"), who is the President of White and Sons, met with David Hillyard ("Hillyard"), an independent contractor who was employed by Traffic Jam, for the purpose of "settling-up" after the recently-concluded sales event. In addition to discussing matters associated with the sales event and dividing the proceeds generated therefrom, White and Hillyard discussed the possibility of conducting another sales event at the end of November. White and Hillyard aver that no agreement was reached between White and Sons and Traffic Jam with respect to the November sales event. White did, however, sign a draft copy of a Client Agreement he was given by Hillyard after placing several hand-written notations and question marks on it. According to White, the hand-written notations referred to "areas of the draft document which would have to be discussed and agreed upon" later. Although no further discussions or negotiations were conducted by the parties, the draft Client Agreement was later signed by David Jeansonne ("Jeansonne"), President of Traffic Jam. Sometime thereafter, White and Sons advised Traffic Jam that it was not going to conduct a sales event in November.
Traffic Jam filed a complaint against White and Sons, which was amended in June of 2013. In the Amended Complaint, Traffic Jam alleges that it had entered a contract, dated August 4, 2012, with White and Sons for the purpose of conducting a sales event beginning on November 28, 2012. See Am. Compl. [Docket No. 15], ¶ 8. Traffic Jam further alleges that White and Sons breached the subject contract/acted in bad faith by cancelling the November 2012 special sales event. Based on the alleged breach/bad faith, Traffic Jam seeks compensatory damages in the amount of $30, 000 for upfront advertising costs as specified in the subject contract. See id. at ¶¶ 17-21 (referencing ¶ 3A of the August 4, 2012 contract). Traffic Jam also seeks damages in the amount of $210, 000 on allegations that White and Sons breached the following provision in the subject Contract by employing three people who were formally employed and/or affiliated with Traffic Jam:
[White and Sons] will make no offer or attempt to retain or employ any person, firm, or entity employed by, contracted by, or formally employed by or affiliated with Traffic Jam during the term of this Agreement and for a period of 120 days after termination of this agreement. If [White and Sons] should break this contractual agreement, [White and Sons] shall pay a fine of $70, 000 (seventy thousand dollars) to Traffic Jam.
Id. at ¶¶ 23-28 (referencing ¶ 4A of the subject Contract). White and Sons has now moved for summary judgment on the claims alleged against it in the Amended Complaint.
II. Summary Judgment Standard
Rule 56 of the Federal Rules of Civil Procedure provides, in relevant part, that summary judgment "shall be rendered forthwith if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." FED. R. CIV. P. 56(c). The United States Supreme Court has held that this language "mandates the entry of summary judgment, after adequate time for discovery and upon motion, against a party who fails to make a sufficient showing to establish the existence of an element essential to that party's case, and on which that party will bear the burden of proof at trial." Celotex Corp. v. Catrett , 477 U.S. 317, 322 (1986); see also, Moore v. Mississippi Valley State Univ. , 871 F.2d 545, 549 (5th Cir. 1989); Washington v. Armstrong World Indus. , 839 F.2d 1121, 1122 (5th Cir. 1988).
The party moving for summary judgment bears the initial responsibility of informing the district court of the basis for its motion and identifying those portions of the record in the case which it believes demonstrate the absence of a genuine issue of material fact. Celotex , 477 U.S. at 323. The movant need not, however, support the motion with materials that negate the opponent's claim. Id . As to issues on which the non-moving party has the burden of proof at trial, the moving party need only point to portions of the record that demonstrate an absence of evidence to support the non-moving party's claim. Id . at 323-24. The nonmoving party must then go beyond the pleadings and designate "specific facts showing that there is a genuine issue for trial." Id . at 324.
Summary judgment can be granted only if everything in the record demonstrates that no genuine issue of material fact exists. It is improper for the district court to "resolve factual disputes by weighing conflicting evidence, ... since it is the province of the jury to assess the probative value of the evidence." Kennett-Murray Corp. v. Bone , 622 F.2d 887, 892 (5th Cir. 1980). Summary judgment is also improper where the court merely believes it unlikely that the non-moving party will prevail at trial. National Screen Serv. Corp. v. Poster Exchange, Inc. , 305 F.2d 647, 651 (5th Cir. 1962).
In this civil action, Traffic Jam seeks compensatory and punitive damages on claims that White and Sons breached the August of 2012 Client Agreement and/or acted in bad faith with respect to that agreement. Under Mississippi law, "[t]he elements of a breach of contract are: (1) the existence of a valid and binding contract; (2) that the defendant has broken, or breached it; and (3) that the plaintiff has been thereby damaged monetarily." Favre Prop. Mgmt., LLC v. Cinque Bambini , 863 So.2d 1037, 1044 (Miss. Ct. App. 2004) (citing Warwick v. Matheney , 603 So.2d 330, 336 (Miss. 1992)). A finding of bad faith ...