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Aries Building Systems, LLC v. Pike County

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

October 17, 2017




         This cause is before the Court on the Motions for Summary Judgment [Doc. Nos. 58, 60] filed by defendants Pike County Board of Supervisors (the “Board”) and City of McComb (the “City”) and the Motion for Partial Summary Judgment [Doc. No. 62] filed by plaintiff Aries Building Systems, LLC (“Aries”). Having considered the motions, responses, and applicable statutory and case law, and being otherwise fully informed in the premises, the Court finds as follows:

         I. Facts and Procedural History[1');">1" name= "FN1');">1" id="FN1');">1">1');">1]

         These motions turn on the scope of the pre-suit notice provision of the Mississippi Tort Claims Act (“MTCA”) and competing interpretations of a “buy-back” clause in a contract between the Board and Aries for the sale of 40 acres of land situated in Pike County, Mississippi (the “Purchase Agreement”).

         A. The “Buy-Back” Clause

         The Purchase Agreement was apparently executed with an eye toward developing an “oilfield workforce housing development or lodging facility” [Doc. No. 62-1');">1, ¶6]. Under its terms, the Board was to convey the land to Aries for a purchase price of $475, 000 [Doc. No. 62-1');">1, at ¶9]. The Purchase Agreement granted the Board certain “buy-back” rights. If Aries failed to deliver on specific benchmarks by specific dates, the Board would have the right to “buy-back” the property at the original purchase price [Doc. No. 62-1');">1, at ¶5].

         The benchmark triggering the disputed “buy-back” provision requires Aries to have “a minimum of 1');">120 beds located at the Development Site within the first twelve (1');">12) months after closing on the property” [Doc. No. 62-1');">1, at ¶5] (emphasis added).

         Aries contends that it satisfied the “1');">120 bed” benchmark when it placed on the property six single-wide trailers housing 1');">120 beds. Therefore, Aries submits, the City lacks the right to “buy-back” the property at the purchase price [Doc. No. 63');">63');">63');">63, p. 7]. The Board and the City disagree [Doc. No. 64');">64');">64');">64, p. 5');">p. 5]. They contend that the phrase “1');">120 beds” means 1');">120 beds “provided with power, water, and sewer connections and appliances in place” [Doc. No. 64');">64');">64');">64, p. 9].

         B. This Suit

         In February of 201');">16, Aries sued the Board and the City in this Court, seeking a declaration that it had complied with the “buy-back” clause, injunctive and other equitable relief, and damages for breach of the Purchase Agreement and for civil conspiracy [Doc. No. 1');">1]. It is undisputed that Aries did not timely comply with the pre-suit notice requirement of the Mississippi Tort Claims Act (“MTCA”) with regard to either defendant [Doc. Nos. 61');">1, p. 3; 68');">68, p. 4');">p. 4]. Thus, any of Aries's claims that fall within the MTCA are barred.

         C. Motion Practice

         The Board and the City have each previously filed motions to dismiss and motions for summary judgment [Doc. Nos. 9, 1');">12, 1');">13, 31');">1, 32, 35, 36]. The Court has denied each [Doc. Nos. 22, 23, 47].

         The Board again moves for summary judgment, again seeking dismissal of all Aries's claims as barred by the MTCA's pre-suit notice provision. Likewise, the City moves for summary judgment, invoking the same MTCA argument raised by the Board, but also maintaining that Aries's breach of contract action cannot stand for lack of a contract between Aries and it. Aries seeks partial summary judgment against the Board and the City, asking the Court to declare that it has complied with the “1');">120 bed” clause of the Purchase Agreement and to permanently enjoin and equitably estop the Board from exercising its “buy-back” option. The Court addresses each motion in turn.

         II. Summary Judgment Standard

         A party is entitled to summary judgment if it shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law. Fed.R.Civ.p. 5');">p. 56(a). The movant 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. 31');">17');">477 U.S. 31');">17, 323 (1');">1986). If the movant makes this initial showing, the burden shifts to the non-movant to “designate specific facts showing that there is a genuine issue for trial.” Davis v. Fort Bend Cty., 65 F.3d 480');">765 F.3d 480, 484 (5th Cir. 201');">14). A party cannot defeat summary judgment with conclusory allegations, unsubstantiated assertions, or only a scintilla of evidence. Little v. Liquid Air Corp., 37 F.3d 1');">1069');">69, 1');">1075 (5th Cir. 1');">1994) (en banc) (per curiam). With respect to each of the three summary judgment motions before it, the Court views the facts and draws reasonable inferences in the light most favorable to the non-movant. Duncan v. Wal-Mart Louisiana, L.L.C., 63');">63');">63');">63 F.3d 406');">863');">63');">63');">63 F.3d 406, 409 (5th Cir. 201');">17).

         III. The Board's Motion for Summary Judgment

         Aries has sued the Board seeking (1');">1) declaratory and injunctive relief; (2) to equitably estop the Board from exercising its “buy-back” option under the Purchase Agreement; (3) damages for civil conspiracy; and (4) damages for breach of contract [Doc. No. 1');">1, at ¶¶25-49].

         The Board moves for summary judgment dismissing all claims against it, contending that all of Aries's claims are barred by the MTCA for failure to provide the requisite pre-suit notice[2][Doc. No. 58]. In its Response, Aries contends that the MTCA's pre-suit notice provisions are inapplicable because its claims for breach of contract, civil conspiracy, and equitable, declaratory, and injunctive relief are beyond the scope of the MTCA [Doc. No. 65].

         A. The MTCA

         Generally, tort suits against the State of Mississippi and its political subdivisions must be brought under the MTCA. Miss. Code Ann. § 1');">11');">1-46-7; City of Jackson v. Harris, 44 So.3d 927, 932 (Miss. 201');">10). The MTCA also applies to claims for tortious breach of contract and breach of an implied contractual term. Whiting v. Univ. of Southern Miss., 62 So.3d 907');">62 So.3d 907, 91');">16 (Miss. 201');">11');">1); City of Jackson v. Estate of Stewart ex rel. Womack, 908 So.2d 703, 71');">11');">1 (Miss. 2005). The MTCA springs from sovereign immunity, the idea that a political subdivision cannot be sued absent its consent. T ...

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