OF JUDGMENT: 07/18/2017
COUNTY CHANCERY COURT HON. DENISE OWENS TRIAL JUDGE
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.
WALLER, C.J., MAXWELL AND ISHEE, JJ.
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.
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.
AND PROCEDURAL HISTORY
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.
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.
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 ...