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Rosenfelt v. Mississippi Development Authority

Supreme Court of Mississippi

December 6, 2018

ADAM ROSENFELT AND ELEMENT STUDIOS, LLC
v.
MISSISSIPPI DEVELOPMENT AUTHORITY AND GLENN McCULLOUGH, JR., IN HIS OFFICIAL CAPACITY AS EXECUTIVE DIRECTOR OF THE MISSISSIPPI DEVELOPMENT AUTHORITY

          DATE OF JUDGMENT: 07/18/2017

          HINDS COUNTY CHANCERY COURT HON. DENISE OWENS TRIAL JUDGE

          TRIAL COURT ATTORNEYS: MICHAEL B. WALLACE THORNTON RUSSELL NOBILE MICHAEL O. GWIN J. COLLINS WOHNER, JR. WAVERLY ALMON HARKINS JANE WALLACE MEYNARDIE

          ATTORNEYS FOR APPELLANTS: MICHAEL B. WALLACE JANE WALLACE MEYNARDIE THORNTON RUSSELL NOBILE

          ATTORNEYS FOR APPELLEES: MICHAEL O. GWIN J. COLLINS WOHNER, JR. WAVERLY ALMON HARKINS LEE DAVIS THAMES, JR.

          BEFORE WALLER, C.J., MAXWELL AND ISHEE, JJ.

          ISHEE, JUSTICE.

         ¶1. This is a contract dispute between Adam Rosenfelt, a film producer, and the Mississippi Development Authority (MDA). Rosenfelt claims the MDA promised loan guarantees so he could make movies in Mississippi. He made one film, which was not financially successful, and the MDA refused to guarantee the loan for his next project. Rosenfelt now claims the MDA breached a contract with him, personally. We conclude that the actual documents show that any agreement was between the MDA and one or more LLCs, not Rosenfelt personally, and Rosenfelt cannot contradict the written documents with parol evidence. See Epperson v. SOUTH Bank, 93 So.3d 10, 17 (Miss. 2012). Rosenfelt therefore has no standing to pursue the claims because any obligations under the alleged contracts are to the LLCs, not Rosenfelt personally. Bruno v. Se. Servs. Inc., 385 So.2d 620, 622 (Miss. 1980). Furthermore, no error has been shown as to the dismissal of Element Studios, LLC, for want of standing.

         ¶2. This case also potentially presents a question of first impression regarding the authority of the executive director of the MDA and his agents to bind the MDA in contract without spreading the contract's terms on the MDA's minutes. But because we find that no error has been shown in the circuit court's dismissal of the suit on the basis of standing, that issue is moot and will not be addressed.

         FACTS AND PROCEDURAL HISTORY

         ¶3. Through "government affairs professionals," Rosenfelt reached out to Mississippi officials to propose his company's plan for the state to "invest" in a new production studio. The name of that studio was to be Mississippix or Mississip-pix, and it was to be located in Mississippi. Rosenfelt testified that after pitching the idea to various officials in the MDA, he met briefly with Governor Phil Bryant. Rosenfelt testified the governor expressed enthusiasm for the plan and that the governor's intent was to "put [the plan] in the 2013 special session." But that never happened, and Rosenfelt testified that he planned to shop the plan to other states.

         ¶4. The MDA, however, continued to try to find a way to bring Rosenfelt's business to the State. In various emails, Kathy Gelston, MDA's chief financial officer, explained, "The governor wants a commitment, but doesn't want to add anything to the Medicaid special session . . . . We have to think of some kind of contract or something." She forwarded a draft letter to Rosenfelt's representatives containing terms "agreed to by Governor Bryant." On June 27, 2013, Gelston signed the letter. The letter was addressed to Rosenfelt as "President of Element Pictures." It stated,

Mississippi will commit to your Mississippi Production Investment Plan (attached hereto) for an initial investment of ten million dollars . . . proposed legislation notwithstanding, the initial ten million dollar commitment will be firmly committed by Mississippi and will not be contingent upon proposed legislation being passed by the legislature at any time in the future.

         ¶5. Rosenfelt claims he relied on this letter in his decision to "not show elsewhere" and to move his family and company to Mississippi. But it turned out that MDA did not have the money. It tried to get it during the 2014 regular session, but that legislation also failed to pass. In an email sent on March 4, 2014, Gelston told Rosenfelt, "I cannot express how sorry I am that you were misled. I ...


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