United States District Court, S.D. Mississippi, Northern Division
WORLD HEALTH INDUSTRIES, INC. PLAINTIFF
MITCHELL CHAD BARRETT DEFENDANT
CARLTON W. REEVES, UNITED STATES DISTRICT JUDGE.
2015, World Health Industries and its former executive,
Mitchell Chad Barrett, settled litigation in the Chancery
Court of Hinds County, Mississippi, by agreeing to a
“Master Settlement and Release Agreement” (MSA).
In 2018, World Health filed this suit in this Court alleging
that Barrett had breached the MSA.
has moved to dismiss. He contends that the following
paragraph in the MSA establishes jurisdiction in the Chancery
Court rather than this Court.
21. Dispute Resolution. Any dispute
or claim related to breach of any term of this Master
Agreement shall be submitted to Judge Owens or another
judicial officer assigned to the Action in the Chancery
Court, First Judicial District of Hinds County, Mississippi.
If any party believes it to be entitled to a trial by jury on
such a dispute or claim or that the dispute or claim is
otherwise beyond the jurisdiction of the Chancery Court, the
issue may be raised and if the Court agrees, the claim or
dispute may be resolved by the Court of competent
jurisdiction in the First Judicial District of Hinds County,
Mississippi. The Parties expressly acknowledge that any and
all attorney's fees and expenses incurred in any
proceeding brought under this Paragraph shall constitute part
of the damages recoverable in such proceeding. The prevailing
party shall be entitled to recover its reasonable costs,
attorney's fees, and expenses.
Health sees it differently. Focusing on the second sentence
of Paragraph 21, World Health claims an entitlement to a jury
trial and argues that it was within its rights to file this
suit in this Court. World Health also contends that (1)
“the thrust” of this action “does not
relate to a breach of the MSA” and (2) Barrett has
taken inconsistent positions regarding the applicability of
the forum selection clause.
legal standard is well-established. See Joe McGee Constr.
Co., Inc. v. White-Spunner Constr., Inc., No.
3:14-CV-614-CWR-FKB, 2014 WL 12707141, at *1-2 (S.D.Miss.
Oct. 20, 2014). “A mandatory forum selection clause
will be enforced unless the party seeking to avoid the clause
makes a strong showing that enforcement would be unreasonable
and unjust, or that the clause was invalid for such reasons
as fraud or overreaching.” Id. at *2
(quotation marks, citation, and ellipses omitted).
review, the Court finds that the parties agreed to a
mandatory forum selection clause when they settled their
differences in 2015. Paragraph 21 of the MSA unambiguously
requires MSA-related disputes to first be brought to the
attention of the Chancery Court. World Health's arguments
otherwise would eliminate the first sentence of Paragraph 21,
contrary to the Mississippi Supreme Court's instruction
to “read the contract as a whole, so as to give effect
to all of its clauses.” Royer Homes of Mississippi,
Inc. v. Chandeleur Homes, Inc., 857 So.2d 748, 752
(Miss. 2003) (citation omitted). Reading the sentences
together, as this Court must, indicates that the Chancellor
is entitled to the first pass on whether the aggrieved party
(in this case, World Health) is correct that the dispute lies
outside the jurisdiction of the Chancery Court.
complaint also confirms that the majority of World
Health's claims indeed concern Barrett's alleged
violations of the MSA. In paragraph after paragraph, World
Health recites the relevant portions of the MSA and describes
how Barrett's actions breached them. See, e.g.,
Docket No. 1 ¶15 (“Many of his actions also breach
certain covenants in the MSA.”); ¶19 (“under
the terms of the MSA, Barrett is responsible for indemnifying
WHI”); ¶25 (“WHI must bring this suit to
enforce its rights under the MSA”); ¶28
(“Barrett then breached the MSA by . . . .”);
¶29 (“Barrett has also breached the MSA for . . .
.”); ¶30 (“Barrett has also breached the MSA
for . . . .”); ¶70 (“Barrett has willingly,
systematically, excessively and continuously breached the
MSA”). World Health contends that it has asserted
causes of action beyond breach of contract, but the slightest
scrutiny indicates that several of those are simply
recharacterized contractual disputes. See, e.g.,
Docket No. 1 at 11 (“COUNT VI:
INDEMNITY”). The complaint easily passes
the standard set out in the MSA-that submission to the
Chancellor is required whenever the aggrieved party's
claims are merely related to breach of the
because World Health alleges that Barrett breached the MSA,
its claims “shall be submitted to Judge Owens or
another judicial officer assigned to the Action in the
Chancery Court, First Judicial District of Hinds County,
Mississippi.” Docket No. 1-1 at 13. World Health's
remaining arguments against Chancery Court jurisdiction are
reserved for review and adjudication by the Chancery Court.
motion to dismiss is granted. A separate Final Judgment shall
issue this day.
 Similarly, a 2015 “License
Agreement” entered into by World Health and Barrett