United States District Court, S.D. Mississippi, Western Division
MEMORANDUM OPINION AND ORDER
Bramlette UNITED STATES DISTRICT JUDGE
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
Facts and Procedural History
The Purchase Agreement
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.
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.
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.
The Annexation and Subsequent Litigation
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. 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. Doc. 45, p. 6.
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.
Standard of Review
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.
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, ...