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Aries Building Systems, LLC v. Pike County Board of Supervisors

United States District Court, S.D. Mississippi, Western Division

March 7, 2017

ARIES BUILDING SYSTEMS, LLC PLAINTIFF
v.
PIKE COUNTY BOARD OF SUPERVISORS and CITY OF MCCOMB, MISSISSIPPI DEFENDANTS

          MEMORANDUM OPINION AND ORDER

          David Bramlette UNITED STATES DISTRICT JUDGE

         This cause is before the Court on defendant City of McComb (“McComb”)'s Motion to Dismiss and for Summary Judgment (docket entries 31 and 32), defendant Pike County Board of Supervisors (“Pike County”)'s Motion to Dismiss and for Summary Judgment (docket entries 35 and 36), and plaintiff Aries Building Systems, LLC (“Aries”)'s Waiver and Withdrawal of Request for Jury Trial (docket entry 30). Having carefully considered the motions, responses, and applicable law, and being otherwise fully informed in the premises, the Court finds as follows:

         I. Facts and Procedural History

         A. The Purchase Agreement

         In 2014, Pike County entered into a Purchase Agreement with Aries for the sale and purchase of 40 acres of land near McComb, Mississippi. Doc. 1, ¶ 6. The purpose of this sale was for the construction by Aries of a workforce housing facility for industrial workers. Pike County executed a Warranty Deed conveying the property to Aries on January 28, 2015, and the deed was recorded on February 2, 2015. Id. at ¶ 7.

         Pursuant to the terms of the Purchase Agreement, Aries was required to have a minimum of 120 beds at the development site within the first twelve months after the sale was finalized, and a minimum of ten full time employees at the site within the first twenty-four months. Doc. 1-1, p. 22; Doc. 1-2, p. 3. Should Aries fail to comply with either condition, Pike County would have the option to repurchase the land. Id. Pike County also agreed to enter into an interlocal agreement with the City of McComb (“McComb” or “the City”) for the construction of a sewer line and roadway to serve the property purchased by Aries. Doc. 1-1, p. 22. The parties dispute the City of McComb's obligations under the Agreement, but Aries contends that the City was a party to the contract and related negotiations.

         According to Aries, the deadline to have the 120 beds located on the property was at the end of January 2016, and the deadline for the full time employees was to be at the end of January 2017. Doc. 1, ¶ 14. On December 23, 2015, Aries sent a letter to Pike County, informing the defendant that 120 beds had been placed on the property in compliance with the first condition. Doc. 1-3. Inspection of the development site revealed eight trailer-type structures without power, running water, or sewage connections. Doc. 1-4. Finding these structures to be uninhabitable, Pike County informed the plaintiff that it was unsatisfied that the first condition of the Agreement had been met, and that it intended to repurchase the property from Aries. Id. According to Aries, however, providing appliances and utility connections to service the property was beyond the scope of its obligations under the contract.

         B. The Annexation and Subsequent Litigation

         With litigation pending in both state and federal court, the Aries development site has become the source of much disagreement between the parties. On April 23, 2015, the City of McComb filed a petition in the Chancery Court of Pike County to annex Aries's property within the city's boundaries. See Doc. 43-3; Doc. 1, ¶ 15. The City prevailed, and its boundaries were enlarged accordingly.[1] Id. Meanwhile, the City of McComb filed another complaint against Aries in chancery court on February 3, 2016, alleging certain zoning ordinance violations in connection with the development site. Doc. 43-5. It appears that Pike County also filed a related action against Aries and another defendant for interpleader and specific performance in connection with the Purchase Agreement.[2] Doc. 45, p. 6.

         On February 26, 2016, Aries filed its Complaint against the defendants in this Court, asserting four claims against Pike County and two claims against the City of McComb. As to Pike County, Aries alleges equitable estoppel and seeks declaratory and injunctive relief. Specifically, Aries seeks a declaratory judgment finding that the plaintiff fulfilled its obligation under the contract, and an injunction preventing Pike County from exercising its option to repurchase. Aries also asserts claims for breach of contract and conspiracy against both defendants. The City of McComb and Pike County now move for dismissal and summary judgment as to all claims.

         II. Standard of Review

         The defendants bring their motions pursuant to Federal Rules of Civil Procedure 12(b)(6) and 56, thus invoking two distinct standards of review. Dismissal is appropriate under Rule 12(b)(6) if the complaint “fail[s] to state a claim upon which relief may be granted[.]” Fed.R.Civ.P. 12(b)(6). To survive the motion, plaintiffs must plead “enough facts to state a claim to relief that is plausible on its face.” Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570 (2007). When ruling on a motion to dismiss under Rule 12(b)(6), the Court accepts all well-pleaded facts as true and views them in the light most favorable to the plaintiff. Martin K. Eby Const. Co., Inc. v. Dallas Area Rapid Transit, 369 F.3d 464, 467 (5th Cir. 2004). Rule 12(b)(6) tests the sufficiency of the complaint; therefore, the court is bound to consider only the well-pleaded allegations therein. See Passman v. Thames, 2006 WL 1195627, *3 (S.D.Miss. May 2, 2006). If matters outside the complaint are considered and not excluded by the Court, the motion to dismiss should be converted to a motion for summary judgment under Rule 56. See Fed.R.Civ.P. 12(d). Because the defendants' motions reference material outside the Complaint, the Court shall review each motion as one for summary judgment.[3]

         Under Rule 56, “the court shall grant summary judgment if the movant shows that there is no genuine issue of material fact and the movant is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(a). The party seeking summary judgment bears the initial burden of “informing the district court of the basis for its motion, and identifying those portions of the [record] . . . which it believes demonstrate the absence of a genuine issue of material fact.” Celotex Corp. v. Catrett,477 U.S. 317, 323 (1986). Once the moving party makes this demonstration, the burden shifts to the nonmovant to “designate specific facts showing that there is a genuine issue for trial.” Estate of Sanders v. U.S., 900 F.Supp.2d 730, 733 (S.D.Miss. Sept. 26, ...


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