DATE OF JUDGMENT: 12/13/2013
FROM WHICH APPEALED: CLAIBORNE COUNTY CIRCUIT COURT TRIAL JUDGE: HON. LAMAR PICKARD COURT
ATTORNEY FOR APPELLANT: KENNETH B. RECTOR
ATTORNEYS FOR APPELLEE: BARBARA BLACKMON EDWARD BLACKMON JANESSA EMONTAN BLACKMON
¶1. Home Base Litter Control LLC entered into a contract with Claiborne County for rural solid-waste-collection services. Claiborne County terminated the contract early, and Home Base sued for breach of contract and damages. The Claiborne County Circuit Court granted summary judgment in favor of Claiborne County, finding that the six-year eight-month contract entered into by the parties violated the six-year statutory maximum in Mississippi Code Annotated section 17-17-5(1) (Rev. 2012), and that the County could not be found in breach of an illegal contract. We find this was in error.
¶2. A severability clause in the contract allowed for the severance of any illegal term. The only illegal term was the extension of the contract by eight months past the six-year statutory maximum. Severing the illegal portion of the contract, the last eight months, the remaining six-year contract complies with the statute, and is legal.
¶3. Because the contract was valid and enforceable for six years, the County breached its contract with Home Base when it terminated the contract prior to the expiration of the six-year term without proper notice. We reverse the grant of summary judgment in favor of the County, and render partial summary judgment in favor of Home Base. We remand for a hearing on damages suffered by Home Base for the breach.
FACTS AND PROCEDURAL HISTORY
¶4. In January 2008, the Claiborne County Board of Supervisors issued a request for proposals (RFP) for rural solid-waste-collection and solid-waste-disposal services. Claiborne County provided the RFP and contract documents to companies that had expressed interest in submitting a bid, including Home Base.
¶5. The RFP provided:
This Contract shall be for an initial term from April 1, 2008[, ] to and including March 31, 2011. The initial term of this Contract may be automatically extended without any further action by the parties for one (1) additional three (3) year term upon the same terms and conditions unless the County or Contractor elects to terminate this Contract effective upon the expiration of the initial three (3) year term by giving the other party at least sixty (60) days prior written notice of termination by certified mail, return receipt requested . . . .
¶6. Home Base submitted the winning bid. On March 4, 2008, Claiborne County awarded the contract to Home Base. As provided in the RFP, the contract was set to run from April 1, 2008, to March 31, 2011, with an automatic three-year extension, unless a notice of termination was given at least sixty days prior to March 31, 2011. On March 31, 2008, Home Base and Claiborne County entered into the "Rural Solid Waste Collection Services Agreement."
¶7. On March 13, 2008, Preferred Transport Company LLC (PTC), an unsuccessful bidder, challenged the contract entered into between Claiborne County and Home Base. PTC alleged that the County had improperly considered factors outside the RFP in awarding the contract to Home Base. Specifically, the County considered that Home Base was "owned by a local resident, would offer special services for elderly customers, and [would] provide employment for local residents." Preferred Transp. Co. v. Claiborne Cnty. Bd. of Sup'rs, 32 So.3d 549, 553 (¶9) (Miss. Ct. App. 2010). The Claiborne County Circuit Court agreed that the County had exceeded its authority in considering factors outside the RFP, and reversed Claiborne County's decision to award the bid to Home Base. Id. The trial court ordered Claiborne County to reopen the bidding process to include the additional factors in its RFP. Id. at 551 (¶4). The trial court's order provided that Home Base was "temporarily allowed to continue" providing disposal services during the rebidding process. PTC appealed, and this Court affirmed the trial court's decision. Id. at 555 (¶17).
¶8. In compliance with the trial court's order, Claiborne County issued a second RFP on August 26, 2008. The second RFP provided that Claiborne County offered the proposals "in accordance with the Order of the Circuit Court of Claiborne County, dated August 6, 2008." The contract documents and specifications contained in the second RFP, similar to the first RFP, provided that the contract would be for an initial term of three years, with an automatic three-year extension, unless proper notice of termination was given.
¶9. Home Base again submitted the winning bid. Pursuant to the terms of the second RFP, Claiborne County awarded Home Base a three-year contract commencing on December 8, 2008. In so doing, Claiborne County asserts that instead of creating a new contract, Claiborne County and Home Base executed an extension of the original contract, committing the parties to an "additional" three-year period commencing on December 8, 2008, and extending through December 8, ...