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Gecko Outdoor Products Corp. v. Casablanca Construction Inc.

Court of Appeals of Mississippi

June 26, 2018

GECKO OUTDOOR PRODUCTS CORPORATION, CHRISTOPHER N. GARDNER AND MAINSTREAM FAB INC. APPELLANTS
v.
CASABLANCA CONSTRUCTION INC. APPELLEE

          DATE OF JUDGMENT: 01/30/2017

          LAMAR COUNTY CIRCUIT COURT HON. ANTHONY ALAN MOZINGO, JUDGE

          ATTORNEY FOR APPELLANTS: JEFFREY BRADEN ARNOLD

          ATTORNEYS FOR APPELLEE: CAREY R. VARNADO ROBIN E. BLACKLEDGE BLAIR

         EN BANC.

          LEE, C.J.

         ¶1. 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;[1] 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.

         FACTS AND PROCEDURAL HISTORY

         ¶2. 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.[2]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.

         ¶3. 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), [3] but that all other aspects remained the same.[4] 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.

         ¶4. 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 coordinate with."

         ¶5. 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[5] to manufacture the handrails.

         ¶6. 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.

         ¶7. 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 Fab[6] as defendants.

         ¶8. 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.

         ¶9. 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.

         STANDARD OF REVIEW

         ¶10. "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)).

         DISCUSSION

         I.Necessary ...


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