GECKO OUTDOOR PRODUCTS CORPORATION, CHRISTOPHER N. GARDNER AND MAINSTREAM FAB INC. APPELLANTS
CASABLANCA CONSTRUCTION INC. APPELLEE
OF JUDGMENT: 01/30/2017
COUNTY CIRCUIT COURT HON. ANTHONY ALAN MOZINGO, JUDGE
ATTORNEY FOR APPELLANTS: JEFFREY BRADEN ARNOLD
ATTORNEYS FOR APPELLEE: CAREY R. VARNADO ROBIN E. BLACKLEDGE
This case involved a subcontract between a contractor,
Casablanca Construction Inc., and a subcontractor, Panhandle
Metal Fabrication Inc. The contractor sued Gecko Outdoor
Products Corp. and Mainstream Fab Inc. as
successors-in-interest to Panhandle as well as Christopher
Gardner, individually. Gardner was the owner and/or operator
of all three companies. The trial court determined that the
company remained the same regardless of the name
changes; thus, the most recent iteration of the
company (Mainstream Fab) was liable to Casablanca, as a
successor corporation, for breach of contract. Additionally,
the trial court pierced the corporate veil and found Gardner
individually liable. The trial court awarded Casablanca $393,
954.58 in damages.
AND PROCEDURAL HISTORY
In 2012, Casablanca was hired as the general contractor on
the Rodenberg Avenue Beach Comfort Station Project in Biloxi,
Mississippi. The anticipated completion date was August 2013.
On April 27, 2012, Casablanca entered into a subcontract with
Panhandle.The contract was signed by Tabby Waters as
president of Panhandle and witnessed by Gardner. According to
the terms of the subcontract, Casablanca would pay Panhandle
$122, 144.12 for the fabrication and installation of metal
handrails. The subcontract included a time-is-of-the-essence
requirement and a liquidated-damages clause stating that
Panhandle would have to reimburse Casablanca for any damages
assessed by the project-owner in the event of delays or
difficulties caused by Panhandle.
Tom Saucier, president of Casablanca, testified that he
received an email from Gardner that Panhandle's name had
been changed to Mainstream Fabrication Inc. (MFI),
that all other aspects remained the same. In October 2012,
Gardner sent shop drawings of the handrails to Saucier. The
name on the renderings said, "MFI, Mainstream
Fabrication Inc." The address listed, 4007 North Pace
Blvd., was the same address as Panhandle.
In April 2013, Saucier, the project owner, and the
project's architect met with Gardner to discuss the delay
in manufacturing the handrails. A letter from the architect
to Saucier stated that the "meeting was arranged by
Casablanca as a last resort effort in maintaining their
contract with [MFI]." Shortly thereafter, Saucier sent
an email to Waters at MFI inquiring as to the progress on the
handrails. Waters responded that MFI was having financial
difficulty and requested Casablanca pay for the materials.
Waters further stated that Gardner "will be the one to
The record contains copies of emails-dated May 2, 2013 and
June 3, 2013-sent between Gardner and Saucier regarding the
handrails. Gardner signed these emails as vice president of
MFI. Saucier testified that he then had another meeting with
Gardner, who informed him that Gecko would be manufacturing
and installing the handrails. Gardner told Saucier to make
the checks payable to Gecko. During the summer of 2013,
Saucier testified that Casablanca paid Gecko approximately
$74, 500 to manufacture the handrails.
Ultimately, Gecko failed to produce satisfactory handrails.
Casablanca had to pay another company to manufacture and
install the handrails. Due to the delays, Casablanca had to
pay liquidated damages of $197, 865.
Casablanca filed a breach-of-contract action against Gecko as
a successor-in-interest to Panhandle. Casablanca later
amended its complaint, adding Gardner and Mainstream
After a bench trial, the trial court ruled in favor of
Casablanca, awarding it $393, 954.58 in damages. The trial
court noted that the judgment was against Mainstream Fab as
well as Gardner, individually.
Gardner, Gecko, and Mainstream Fab now appeal, asserting the
following issues: (1) Waters and MFI were necessary parties
to the action; (2) Mainstream Fab was not the successor
corporation to Panhandle; (3) the trial court erred in
piercing the corporate veil and finding Gardner personally
liable; and (4) the agreement between Gecko and Casablanca
was invalid under the statute of frauds.
"In bench trials, a [trial court's] findings are
subject to the same standard of review as those of a
chancellor." Transocean Enter. Inc. v. Ingalls
Shipbuilding Inc., 33 So.3d 459, 462 (¶7) (Miss.
2010) (quoting Univ. of Miss. Med. Ctr. v. Pounders,
970 So.2d 141, 145 (¶11) (Miss. 2007)). "[W]hen a
trial judge sits without a jury, this Court will not disturb
his factual determinations where there is substantial
evidence in the record to support those findings."
Id. (quoting Ezell v. Williams, 724 So.2d
396, 397 (¶4) (Miss. 1998)).