DATE
OF JUDGMENT: 01/05/2016
MARSHALL COUNTY CIRCUIT COURT HON. ANDREW K. HOWORTH JUDGE
ATTORNEY FOR APPELLANTS: KENT E. SMITH
ATTORNEY FOR APPELLEE: ROOSEVELT BLOUNT (PRO SE)
BEFORE
GRIFFIS, P.J., WESTBROOKS AND TINDELL, JJ.
TINDELL, J.
¶1.
Jerome Henderson and Willie Henderson appeal the judgment of
the Marshall County Circuit Court, which held that their
breach of a lease-purchase contract entitled Roosevelt Blount
to rescission of the contract and return of all monies he
paid to or on behalf of the Hendersons. On appeal, the
Hendersons claim the trial court awarded damages under an
unenforceable liquidated-damages clause, failed to apply the
defense of quasi-estoppel, and failed to base its
determination on substantial credible evidence. After review,
we find no error and affirm the circuit court's judgment.
FACTS
¶2.
On May 17, 2013, the Hendersons and Blount entered into a
written agreement (the contract) that contemplated
Blount's lease and eventual purchase from the Hendersons
of five acres, including an existing structure (the building)
and the use of its name, "Club Emotions." In the
event of a breach or failure in certain aspects of the
contract, the contract set forth remedies in separate clauses
that applied depending on the specific breach or failure of
either party. The contract terms relevant to this appeal
required the Hendersons to make, prior to the start of the
contract, certain building repairs including (but not limited
to): full and total repair of the roof; repair of the
exterior entrance ceilings; and curtailment of water leaking
into the restroom.
¶3.
In two separate clauses, once as "Covenants of the
Landlord/Seller, " and again under "Special
Provisions, " the contract delineated those repairs in
all caps and bold. The contract further set forth the
remedies due to Blount if the Hendersons failed to complete
the repairs:[1]void the contract by written notice to the
Hendersons and receive all monies paid thereunder in return;
or complete the repairs himself and receive reimbursement or
credit toward the payments due under the contract. Regarding
Blount's obligations to the Hendersons, the contract
required the tenant/buyer, Blount, to make monthly payments
of $3, 000 to the Hendersons toward the total purchase price
of $125, 000. Blount's default in those payments entitled
the Hendersons to keep all monies paid.[2]
¶4.
For at least eighteen months after signing the contract in
May 2013, Blount made a number of payments to or on behalf of
the Hendersons. Blount presented direct evidence from his
wife, April Blount, that he paid the Hendersons $30, 420
during this eighteen-month time span. All parties agree that
this amount fell short of the $3, 000 a month the contract
contemplated for use of the property and the repaired
building. However, during this time, the Hendersons failed to
undertake the required repairs.
¶5.
Between November 2014 and early 2015, the Hendersons
prematurely demanded payment from Blount of the remaining
balance due on the full contract amount of $125, 000. And, in
early 2015, the Hendersons terminated Blount's use of the
property when they sued for Blount's removal from the
property by writ in the Marshall County Justice Court.
Thereafter, in April 2015, Blount sued the Hendersons for
breach of contract in the circuit court and sought $38,
771.[3]
The circuit court held a bench trial on January 4, 2016, with
the parties proceeding pro se.[4] After hearing from the parties
and their witnesses, the court rendered a judgment in favor
of Blount. The circuit court held: the Hendersons committed
several material breaches of the contract; Blount was
entitled to rescission of the contract; and Blount was
entitled to a return of all monies paid in the amount of $30,
427. Aggrieved, the Hendersons appeal.
STANDARD
OF REVIEW
¶6.
On the issue of contract construction and defenses to its
enforcement, "[t]he standard of review for questions
concerning the construction of contracts are questions of law
that are committed to the court rather than to the
fact-finder." Fairchild v. Bilbo, 166 So.3d
601, 605 (¶9) (Miss. Ct. App. 2015) (citing Cherry
Bark Builders v. Wagner, 781 So.2d 919, 921 (¶5)
(Miss. Ct. App. 2001)). "Appellate courts review
questions of law de novo." Id.
¶7.
This Court must defer to the trial court's factual
determinations when they are supported by substantial
evidence unless the trial judge abused his discretion, was
manifestly wrong or clearly erroneous, or applied an
erroneous legal standard. Covington Cty. v. G.W.,
767 So.2d 187, 189 (¶4) (Miss. 2000) (quoting Church
of God ...