REX DISTRIBUTING COMPANY, INC.
ANHEUSER-BUSCH, LLC, MITCHELL BEVERAGE, LLC, MITCHELL REX DISTRIBUTING, LLC, MITCHELL DISTRIBUTING COMPANY, INC. AND D.G. YUENGLING AND SON, INCORPORATED d/b/a D.G. YUENGLING & SON, INC. REX DISTRIBUTING COMPANY, INC.
ANHEUSER-BUSCH, LLC, MITCHELL BEVERAGE, LLC, MITCHELL REX DISTRIBUTING, LLC, MITCHELL DISTRIBUTING COMPANY, INC. AND D.G. YUENGLING AND SON, INCORPORATED D/B/A D.G. YUENGLING & SON, INC.
OF JUDGMENT: 12/15/2017
HARRISON COUNTY CIRCUIT COURT TRIAL JUDGE: HON. ROGER T.
COURT ATTORNEYS: ALYSSON LEIGH MILLS NATHAN LAMAR PRESCOTT
PETER E. MOLL JAMES GRADY WYLY, III BRIAN D. WALLACH KYLE
STUART MORAN ROBERT MAHONEY M. PATRICK McDOWELL TAYLOR
BRANTLEY McNEEL WILLIAM C. HAMMACK JASON W. BURGE MOLLY L.
WELLS GREGORY W. LANGSDALE ERIN DIANE SALTAFORMAGGIO W. WAYNE
DRINKWATER, JR. ROY D. CAMPBELL, III MEAGAN OLIVIA LINTON R.
DAVID KAUFMAN THEODORE J. ZELLER, III LAUREN OAKS LAWHORN
ROBERT THOMAS SCHWARTZ
ATTORNEYS FOR APPELLANT: NATHAN LAMAR PRESCOTT JOHN THOMAS
LAMAR, III ALYSSON LEIGH MILLS JASON W. BURGE MOLLY L. WELLS
TAYLOR ALLISON HECK JOHN T. LAMAR, JR.
ATTORNEYS FOR APPELLEES: JAMES GRADY WYLY, III W. WAYNE
DRINKWATER, JR. M. PATRICK McDOWELL TAYLOR BRANTLEY McNEEL
PETER E. MOLL GREGORY W. LANGSDALE BRIAN D. WALLACH WILLIAM
C. HAMMACK ROY D. CAMPBELL, III R. DAVID KAUFMAN ROBERT
MAHONEY FRED L. BANKS, JR. KYLE STUART MORAN ERIN DIANE
SALTAFORMAGGIO MEAGAN OLIVIA LINTON LAUREN OAKS LAWHORN
THEODORE J. ZELLER, III
ATTORNEYS FOR APPELLANT: NATHAN LAMAR PRESCOTT JOHN THOMAS
LAMAR, III JOHN T. LAMAR, JR. TAYLOR ALLISON HECK ALYSSON
LEIGH MILLS JASON W. BURGE MOLLY L. WELLS
ATTORNEYS FOR APPELLEE: FRED L. BANKS, JR. WILLIAM C. HAMMACK
R. DAVID KAUFMAN ROY D. CAMPBELL, III W. WAYNE DRINKWATER,
JR. JAMES GRADY WYLY, III M. PATRICK McDOWELL KYLE STUART
MORAN TAYLOR BRANTLEY McNEEL LAUREN OAKS LAWHORN ERIN DIANE
SALTAFORMAGGIO MEAGAN OLIVIA LINTON PETER E. MOLL GREGORY W.
LANGSDALE BRIAN D. WALLACH ROBERT MAHONEY THEODORE J. ZELLER,
Rex Distributing Company was a wholesaler of
Anheuser-Busch's beer. When Rex sought to sell its
business, Anheuser-Busch asserted a contractual right to
"redirect" the sale to its preferred buyer,
Mitchell Distributing Company. Rex alleges that the redirect
provision was void under Mississippi's Beer Industry Fair
Dealing Act (BIFDA) and that Anheuser-Busch's
interference with the sale caused it damages actionable under
the same statute. The trial court dismissed Rex's claims
against Anheuser-Busch and Mitchell for failure to state a
claim upon which relief can be granted.
We conclude that Rex alleged a valid cause of action, so we
reverse the dismissal of Rex's BIFDA claim against
Anheuser-Busch and the derivative claims against Mitchell. We
affirm the trial court's judgment dismissing Rex's
AND PROCEDURAL HISTORY
This is an interlocutory appeal from a dismissal under
Mississippi Rule of Civil Procedure 12(b)(6) for failure to
state a claim upon which relief can be granted. The following
facts are drawn from Rex's complaint and, for our
purposes, must be accepted as true. See Pryer v.
Gardner, 247 So.3d 1245, 1250 (Miss. 2018).
Like most states, Mississippi generally requires a three-tier
distribution system for beer. The supplier makes the beer,
the wholesaler distributes it, and the retailer sells it to
the public. See Miss. Code. Ann. §§
67-3-45 to -46 (Rev. 2012); see generally Brian D.
Anhalt, Crafting a Model State Law for Today's Beer
Industry, 21 Roger Williams U. L. Rev. 162, 171-73
(2016). The Mississippi Beer Industry Fair Dealing Act
(BIFDA) further regulates the relationships between beer
suppliers, wholesalers, and retailers, specifying things each
can and cannot do. See Miss. Code Ann. §§
67-7-1 to -23 (Rev. 2012). Our beer laws are similar to the
general franchise laws present in many states. See
Anhalt, supra, at 163-64.
Rex was a beer distributor/wholesaler. Anheuser-Busch is the
largest beer supplier in the country. Rex had a longstanding
position as Anheuser-Busch's exclusive distributor for a
swath of the Mississippi Gulf Coast. The distribution
contract between the two gave Anheuser-Busch a right of first
refusal if Rex were sold-"at the price and on the terms
and conditions applicable"-and the right to assign the
sale to a third-party purchaser of Anheuser-Busch's
choosing. The parties call this a right to "match and
redirect" the sale.
When Rex attempted to sell, the high bidder was another
nearby distributor, Adams Beverages, Inc. The sale contract
(called the Asset Purchase Agreement or APA) provided that
the price would be determined by each individual distribution
contract Rex successfully transferred to Adams. This depended
on the approval of each of the suppliers Rex distributed
for-but under Mississippi law, the suppliers' consent
"shall not be withheld or unreasonably delayed to a
proposed transferee who meets [certain] nondiscriminatory,
material and reasonable qualifications and standards."
Miss. Code Ann. § 67-7-13(1) (Rev. 2012).
Two days before Rex's sale to Adams was to close,
Anheuser-Busch informed Rex it was exercising a right under
the distribution contract to "match and redirect"
the sale of Rex to Mitchell Distributing Company, Inc.,
another local distributor. According to Rex's complaint,
this eleventh-hour interference turned out to be part of a
continuing scheme by Anheuser-Busch to manipulate its
distributors. Anheuser-Busch had recently tried to convince
its Mississippi distributors not to sell beer from one of its
competitors, Yuengling and Son, but it had been mostly
unsuccessful; Mitchell had been the only Anheuser-Busch
distributor to spurn Yuengling at Anheuser-Busch's
request. Rex alleged Anheuser-Busch asserted the
match-and-redirect claim to reward Mitchell and
simultaneously to punish Rex for selling a competitor's
beer, since under the terms of the sale contract, Rex bore
the risk its other suppliers would refuse the transfer of its
distribution rights to the new purchaser. That is what Rex
alleged Yuengling ultimately did when Rex acceded to
Anheuser-Busch's demand, costing Rex $3.1 million and
leading to this lawsuit.
Rex sued Anheuser-Busch, Mitchell, and Yuengling. Rex accused
Anheuser-Busch and Mitchell of common-law tortious
interference with contract and civil conspiracy. It also
alleged that Anheuser-Busch's exercise of the
match-and-redirect provision violated the Mississippi Beer
Industry Fair Dealing Act and Anheuser-Busch breached its
contract with Rex by failing to ensure Rex received the same
price it would have had Anheuser-Busch not redirected the
sale. The trial court dismissed all these counts for failure
to state a claim under Rule 12(b)(6). Finally, Rex alleged
Yuengling had violated BIFDA by refusing the proposed
transfer to Mitchell of Rex's Yuengling distribution
rights. This claim survived the motion to dismiss and remains
pending in the trial court. This Court granted Rex's
petitions for interlocutory appeal from the judgments
dismissing its claims against Anheuser-Busch and Mitchell,
and the appeals have been consolidated.
Beer Industry Fair Dealing Act, Mississippi Code
The Mississippi Beer Industry Fair Dealing Act (BIFDA)
provides in part that a supplier "shall not interfere
with, prevent or unreasonably delay the transfer of the
wholesaler's business" so long as the proposed
transferee "meets such nondiscriminatory, material and
reasonable qualifications and standards required by the
supplier for similarly situated wholesalers." Miss. Code
Ann. § 67-7-13(2) (Rev. 2012). In relevant part, the
statute further permits the supplier to refuse to accept the
transfer only "in good faith and for good cause related
to the reasonable qualifications" of the transferee.
At the outset, we observe that we are reviewing the granting
of a motion to dismiss for failure to state a claim under
Mississippi Rule of Civil Procedure 12(b)(6). At this stage
in the litigation, the allegations of Rex's complaint
must be accepted as true. See Pryer v. Gardner, 247
So.3d 1245, 1250 (Miss. 2018). Thus we are required to credit
the allegations in the complaint that the original proposed
transferee, Adams, was reasonably qualified and that
Anheuser-Busch lacked good cause to refuse to accept the
transfer to Adams.
BIFDA further provides that wholesalers may not waive its
protections: "[a] wholesaler may not waive any of the
rights granted in any provision of this chapter and the
provisions of any agreement which would have such an effect
shall be null and void." Miss. Code Ann. § 67-7-17
Rex alleges BIFDA rendered the "match and redirect"
contract provision void and that Anheuser-Busch's demand
violated Section 67-7-13(2) by "preventing" or
"interfering with" the transfer of its business.
Anheuser-Busch responds that it did not violate Section
67-7-13(2) because Rex's business was transferred-just
not to the company to which Rex wanted it transferred. The
trial court found this reasoning persuasive and dismissed
Rex's BIFDA claim.
The interpretation of a statute is a question of law, and the
standard of review on appeal is de novo. Natchez Hosp.
Co. LLC v. Adams Cty. Bd. of Supervisors, 238 So.3d
1162, 1163 (Miss. 2018). This Court has never interpreted
Section 67-7-13(2), and we are not aware of any decisions
interpreting similar provisions found in the law of some
other states. Nor have the parties cited any outside
authorities, either by courts or commentators. We consider
this to be a matter of first impression.
That being said, Anheuser-Busch's stepping in to insist
Rex sell its business to someone else amounted to
"preventing" the proposed transfer under any
definition of the word. Anheuser-Busch likewise
"interfered" with the proposed transfer. The only
conceivable definition of the word "interfere" that
might not apply would be if it had been used as a term of art
referring to common-law tortious interference with contract,
which has not been argued by any of the parties to this
appeal. Reading "interfere" as a term of art would
contradict the oft-cited (and statutorily mandated) rule of
statutory interpretation that nontechnical "[w]ords
contained in statutes are to be interpreted 'according to
their common and ordinary acceptation and meaning.'"
Alfonso v. Diamondhead Fire Prot., 122 So.3d 54, 56
(Miss. 2013) (quoting Miss. Code Ann. § 1-3-65 (Rev.
2005)). BIFDA defines seventeen different terms, but
"interfere" is not one of them. See Miss.
Code Ann. § 67-7-5 (Rev. 2012). We observe, also, that
it is impossible for a supplier like Anheuser-Busch to
tortiously interfere with the sale of its distribution
rights, because the supplier is a party to the contract for
the sale of its distribution rights. See Bama Budweiser
of Montgomery, Inc. v. Anheuser-Busch, Inc., 611 So.2d
238, 247 (Ala. 1992) (interpreting a similar agreement to the
one in the instant case); see also Genet Co. v.
Annheuser-Busch, Inc., 498 So.2d 683, 684 (Fla. Dist.
Ct. App. 1986) (likewise). "A party to a contract cannot
be liable for tortious interference with the same
contract." Scruggs, Millette, Bozeman & Dent,
P.A. v. Merkel & Cocke, P.A., 910 So.2d 1093, 1098
n.3 (Miss. 2005) (citing Par Indus., Inc. v. Target
Container Corp., 708 So.2d 44, 48 (Miss. 1998)).
"[T]he wrongdoer [must be] a 'stranger' to the
contract which was interfered with-an outsider."
Cenac v. Murry, 609 So.2d 1257, 1269 (Miss. 1992).
If "interfere" meant "tortious interference
with contract," as the separate opinion contends it
should, the statute would prohibit something that is already
impossible, and it would offer distributors no protection
whatsoever from unjustified interference.
We also note that Section 67-7-13(2) further protects a
distributor's right to pass on her business to specific
people after her death, i.e., designated
members. It reads, in its entirety,
The supplier shall not interfere with, prevent or
unreasonably delay the transfer of the wholesaler's
business, including an assignment of wholesaler's rights
under the agreement, if the proposed transferee is a
designated member, or if the transferee other than a
designated member meets such nondiscriminatory, material and
reasonable qualifications and standards required by the
supplier for similarly situated wholesalers. Where the
transferee is other than a designated member, the supplier
may in good faith and for good cause related to the
reasonable qualifications refuse to accept the transfer of
the wholesaler's business or the assignment of the
wholesaler's rights under the agreement.
Miss. Code. Ann. § 67-7-13(2) (Rev. 2012). Were we to
accept Anheuser-Busch's reading of the statute, that
there has been no interference with the transfer as
long as a transfer happens, the same interpretation
should apply to transfers to designated members. That would
permit an end-run around the statute's protections for
Any remaining doubt can be removed by considering the purpose
Section 67-7-13(2) serves within Mississippi's regulation
of the beer industry. BIFDA was expressly intended to
"maintain stability and healthy competition in the light
wine and beer industry in this state." Miss. Code. Ann.
§ 67-7-3(a) (Rev. 2012). Mississippi law requires
separation between manufacturers and distributors; a
manufacturer (and its officers, agents, employees, and
affiliates) is not permitted to have "any interest in
the license, business, assets or corporate stock of a
wholesaler or distributor . . . ." Miss. Code. Ann.
§ 67-3-46(2) (Rev. 2012). Allowing a manufacturer to
choose the owners of its wholesalers in perpetuity would
undermine the statutory separation of the beer industry into
We conclude that Rex has alleged a claim upon which relief
can be granted: BIFDA rendered the match-and-redirect
provision null and void, and Anheuser-Busch's demands
premised on the void provision may have amounted to
unjustified "interference" with Rex's transfer
to Adams, an allegedly qualified transferee. BIFDA expressly
provides a remedy for damages resulting from violations of
its protections. Miss. Code Ann. § 67-7-15 (Rev. 2012).
The circuit court's dismissal for failure to state a
claim is reversed.
Breach of Contract-Anheuser-Busch
Rex also claimed that Anheuser-Busch breached its contract
with Rex, which Rex contends required Anheuser-Busch to
ensure Rex received "the same price, net of taxes, [Rex]
would have received from the disapproved purchaser." We
have held that under BIFDA the "provisions [of the
contract between Anheuser-Busch and Rex] which would have
[the] effect [of permitting interference with the transfer of
Anheuser-Busch's distribution rights are] null and
void." Miss. Code Ann. § 67-7-17 (Rev. 2012). But
it is not clear that the statute also nullifies
Anheuser-Busch's obligation to pay for the transfer of
the rights, and the contract between Anheuser-Busch and Rex
includes an explicit severability clause. The enforceability
question has not been raised as an issue on appeal by the
parties. And we ultimately conclude that Rex has failed to
state a claim for breach of contract, so the question of
enforceability is moot and will not be addressed.
The full provision at issue, Paragraph 4(b)(v), states,
If Anheuser-Busch disapproves a proposed owner in
Wholesaler's business solely because of (A) concern with
the resulting Territory configuration or (B) market
combinations to achieve economies of scale or enhanced sales
opportunities, and if a sale is eventually completed to a
party preferred and designated by Anheuser-Busch, then
Anheuser-Busch shall ensure that the selling Wholesaler
receives the same price, net of taxes, Wholesaler would have
received from the disapproved purchaser.
We observe, first, that the contract distinguishes between
"disapproval" of a transfer, which is outlined in
Paragraph 4(b), and "assignment," which is found
later, in Paragraph 4(d). The same-price provision is found
in Paragraph 4(b) (disapproval), and it expressly applies
only "if [Anheuser-Busch] disapproves a proposed
owner." The match-and-redirect paragraph, Paragraph
4(d), actually specifies its own way for the price to be
determined: "at the price and on the terms and
conditions applicable to such proposed [transfer]. . .
." Paragraph 4(d) omits the same-price language. Rex
does not allege that Anheuser-Busch breached the contract by
failing to ensure the price as specified in Paragraph 4(d).
Even if it did apply to the transfer here, Paragraph 4(b)(v)
conditions the "same price" language on
Anheuser-Busch's disapproving the proposed transferee
"solely because of (A) concern with the
resulting Territory configuration or (B) market combinations
to achieve economies of scale or enhanced sales
opportunities." (Emphasis added.) This is inconsistent
with Rex's theory of the case, which was that
Anheuser-Busch exercised the assignment provision with the
intent of punishing Rex and rewarding Mitchell.
Anheuser-Busch is permitted to plead alternative and
inconsistent theories, but no allegation is made in the
complaint that Anheuser-Busch acted solely for either of the
reasons required by the same-price provision.
Rex also suggests a breach-of-contract claim may have arisen
because an officer of Anheuser-Busch promised Rex it would
receive the same consideration in the sale to Mitchell as it
would have in the sale to Adams. But the breach-of-contract
claim as articulated in the complaint alleges that the
written contract between Anheuser-Busch and Rex governs, not
the later communications. Rex's brief on appeal likewise
never argued the representations were binding. Thus, we
conclude that the question of whether the later
representations were binding is not before us.
In summary, Rex relies on the same-price language in
Paragraph 4(b)(v). That provision, by its own terms, is not
applicable to the transfer that occurred here. We affirm the
dismissal of the breach-of-contract claim.
Other Claims Against Anheuser-Busch
Rex also alleges, in a cursory fashion, that the circuit
court erred in dismissing its other claims against
Anheuser-Busch. No authority is cited, and the argument is
directed entirely to refuting the reasons the trial court
gave for granting the motion to dismiss. That is insufficient
to demonstrate reversible error. On appeal from a dismissal
for failure to state a claim upon which relief can be
granted, the appellant must show that it stated a claim, not
merely refute the reasons the trial court gave for dismissing
the claim. See Satterfield v. State, 158 So.3d 380,
382 (Miss. Ct. App. 2015). At any rate, these claims are not
properly before this Court because "[f]ailure to cite
legal authority in support of an issue is a procedural bar on
appeal." Webb v. DeSoto Cty., 843 So.2d 682,
685 (Miss. 2003) (citing McClain v. State, 625 So.2d
774, 781 (Miss. 1993)).
Next, we address Rex's claim that Mitchell's alleged
collaboration with Anheuser-Busch gave rise to a claim of
tortious interference with Rex's contract to sell its
business to Adams. Under Mississippi law, the elements of
tortious interference with contract are:
1. that the acts were intentional and willful;
2. that they were calculated to cause damage to the
plaintiffs in their lawful business;
3. that they were done with the unlawful purpose of causing
damage and loss, without right or justifiable cause on the
part of the defendant (which constitutes malice); and
4. that actual damage and loss resulted.
Cenac v. Murry, 609 So.2d 1257, 1268-69 (Miss. 1992)
(quoting Liston v. Home Ins. Co., 659 F.Supp. 276,
281 (S.D.Miss. 1986)). "An action for interference with
the contract ordinarily lies when 'a party maliciously
interferes with a valid and enforceable contract[, ] causing
one party not to perform and resulting in injury to the other
contracting party.'" Nichols v. Tri-State Brick
& Tile Co., 608 So.2d 324, 328 (Miss. 1992) (quoting
Mid-Continent Tel. Corp. v. Home Tel. Co., 319
F.Supp. 1176, 119 (N.D. Miss. 1970)). ¶26. The typical
tortious-interference case involves actions by the defendant
to induce some third party to break a contract with the
plaintiff. See, e.g., Cenac, 609 So.2d at
1268. In this case the claim is essentially that
Anheuser-Busch induced Rex to break the contract
through the threat of legal action. It is a peculiar
inversion of the typical tortious-interference case, but the
tort encompasses more than just the typical case-the elements
do specify exactly how the interference must occur. See
id. at 1268-69; see also W.
Page Keeton et al., Prosser and Keeton on the Law of
Torts § 129 (5th ed. 1984) (noting that tortious
interference can be found when a wrong is committed against
the plaintiff instead of the plaintiff's contracting
partner). "[I]n many cases interference with contract is
not so much a theory of liability in itself as it is an
element of damage resulting from the commission of some other
tort . . . ." Keeton et al., supra, § 129.
Mitchell argues it cannot be liable for tortious inference,
since Mitchell is not alleged to have committed any
of the acts that constitute interference. The complaint
alleges that "Anheuser-Busch and Mitchell interfered
with [the sale to Adams] through an intentional and willful
scheme to redirect the sale of Rex's business from Adams
to Mitchell," but all of the specific acts of
interference are attributed to Anheuser-Busch rather than to
Mitchell. Nonetheless, there is an allegation of concerted
action-Anheuser-Busch and Mitchell worked together, and
Anheuser-Busch could not have done it without Mitchell's
participation. Thus, Rex alleged Mitchell was a joint
tortfeasor and is liable for Anheuser- Busch's wrongful
acts. See D & W Jones, Inc. v. Collier, 372
So.2d 288, 292 (Miss. 1979) ("All who actively
participate in any manner in the commission of a tort, or who
command, direct, advise, encourage, aid or abet its
commission, are jointly and severally liable therefor."
(quoting Hutto v. Kremer, 222 Miss. 374, 76 So.2d
Mitchell goes on to argue that "Rex does not allege that
the match and redirect (or purchase and assign) provision
contained in Paragraph 4(d) of the Equity Agreement is
unlawful or unenforceable due to BIFDA." This claim
ignores Rex's arguments throughout the litigation and
instead points to a specific word choice in the complaint-the
complaint alleged that Anheuser-Busch violated BIFDA when it
"refused to accept Rex's sale to Adams."
According to Mitchell, this means Rex alleged only that BIFDA
was violated by the refusal and not by the assignment to
Mitchell. We find the contention meritless, and we further
note that when considering a motion to dismiss, the factual
allegations in the complaint should be construed "in a
manner most favorable to the non-movant." Tucker v.
Hinds Cty., 558 So.2d 869, 872 (Miss. 1990) (citing
Rathborne v. Rathborne, 683 F.2d 914, 918 (5th Cir.
Mitchell next points out that the sale contract to Adams
required the consent of Yuengling, which had not yet been
given at the time Anheuser-Busch made the demand for the
assignment to Mitchell. According to Mitchell, there can be
no cause of action for tortious interference with a contract
when performance depends on a condition precedent. Mitchell
offers no authority on this point, and our own review
suggests the prevailing view is the opposite, as long as the
plaintiff can prove the condition precedent would have
occurred. See SCEcorp v. Superior Court, 4
Cal.Rptr.2d 372, 375-78 (Cal.Ct.App. 1992) (surveying
authorities). That allegation was made expressly in the
Next, Mitchell argues there is no allegation it acted with
specific animus toward Rex. But the "malice"
required for tortious inference with contract is a term of
art, and under Mississippi law, it can be inferred from
The element of willfulness and calculation does not require a
showing on the part of the plaintiff that defendant had a
specific intent to deprive plaintiff of contractual rights.
Rather, the requisite intent is inferred when defendant knows
of the existence of a contract and does a wrongful act
without legal or social justification that he is certain or
substantially certain will result in interference with the
Par Indus., Inc., 708 So.2d at 48 (emphasis omitted)
(quoting Liston, 659 F.Supp. at 281).
Mitchell then contends in a cursory fashion that it cannot be
found to have committed tortious interference because it had
a "justifiable interest and reason for acting" or
was "exercising a legitimate interest or right."
The assertion is essentially that as long as it was to
Mitchell's financial advantage to do what it did, its
actions could not be tortious interference. That is simply
not the rule, as Prosser and Keeton on the Law of
Torts has explained,
The defendant is also permitted to interfere with
another's contractual relations to protect his own
present existing economic interests, such as the ownership or
condition of property, or a prior contract of his own, or a
financial interest in the affairs of the person persuaded. He
is not free, under this rule, to induce a contract breach
merely to obtain customers or other prospective advantage . .
Keeton et al., Prosser and Keeton on the Law of
Torts § 129 (5th ed. 1984) (footnotes omitted).
Mitchell had no present existing interest in Rex's
business and thus cannot claim the protection of this rule.
Finally, Mitchell contends the tortious interference claim
should be dismissed because Rex failed to plead that it
proximately caused Rex's damages. But Rex certainly makes
that allegation in the complaint: "But for
[Anheuser-Busch] and Mitchell's interference, Rex would
have consummated its sale to Adams and received the full
$50.5 million purchase price. [Anheuser-Busch] and
Mitchell's interference is the proximate cause of
Rex's $3.1 million loss." Mitchell then contends Rex
cannot show proximate cause because it went through with
selling its business to Mitchell. This contention is
unsupported by authority or argument in Mitchell's brief
on appeal. "It is the duty of the briefing party to cite
to authority which supports its argument." Hatfield
v. Deer Haven Homeowners Assoc., Inc., 234 So.3d 1269,
1273 (Miss. 2017) (internal quotation marks omitted) (quoting
Russell v. Real Prop. Servs., LLC v. State, 200
So.3d 426, 430 (Miss. 2016)). Failure to cite authority
waives the issue on appeal. See id. Mitchell also
claims Rex cannot show proximate cause because Yuengling is
entirely to blame for the damages, but, again, this assertion
is unsupported by argument or authority.
We conclude that the trial court erred in dismissing
Rex's claim against Mitchell for ...