Bluewater Logistics, LLC v. Williford

55 So. 3d 148, 2011 Miss. LEXIS 64, 2011 WL 240731
CourtMississippi Supreme Court
DecidedJanuary 27, 2011
DocketNo. 2008-CT-00250-SCT
StatusPublished
Cited by58 cases

This text of 55 So. 3d 148 (Bluewater Logistics, LLC v. Williford) is published on Counsel Stack Legal Research, covering Mississippi Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Bluewater Logistics, LLC v. Williford, 55 So. 3d 148, 2011 Miss. LEXIS 64, 2011 WL 240731 (Mich. 2011).

Opinions

ON WRIT OF CERTIORARI

DICKINSON, Justice,

for the Court:

¶ 1. The four individual parties to this litigation formed two member-managed limited liability companies (LLCs) to operate a business known as Bluewater. The three defendants locked out the plaintiff (literally and figuratively) and notified him they were exercising a provision in both LLCs’ operating agreements that allowed them to buy his twenty-five percent interest in Bluewater. After he sued- them in chancery court, they changed their minds about buying him out, but insisted that “his firing as an employee [was] affirmed and confirmed.” The chancellor — finding the plaintiff was entitled to the fair-market value of his interest in Bluewater — entered judgment against the LLCs and the individual defendants. The defendants claim that, because they withdrew their offer to purchase the plaintiffs interest, the chancellor had no authority to force them to buy him out, and that there was no basis for individual liability.

¶ 2. Under Mississippi law, every member of a member-managed LLC is entitled to participate in managing the business. But even after the defendants claim they had changed their minds about buying the plaintiffs interest in Bluewater, they continued to insist that he was “fired” and could have no part in managing the business. The chancellor held this conduct was a willful, grossly negligent breach of contract. And because the operating agreements provided for individual liability in cases of willful, grossly negligent conduct, the chancellor entered judgment against the individual defendants. We cannot say the chancellor abused his discretion, so we affirm — in part. But because the chancellor incorrectly stated he had no authority to award attorney fees to the plaintiff; and because — without determining a reasonable rate of interest — he awarded post-judgment interest at the “statutory rate,” we remand for a hearing on those issues.

BACKGROUND FACTS AND PROCEEDINGS

¶ 3. James Williford Jr., Patricia Mosser, Marquetta Smith, and Michael Floyd formed two Mississippi limited liability companies — Bluewater Bay, LLC, and Bluewater Logistics, LLC, — to bid on lucrative government contracts related to the aftermath of Hurricane Katrina.

¶ 4. After Bluewater had completed more than $5 million in contracts, and with more than $1 million in payments due [152]*152from the government, Smith called Willi-ford (who was working in Louisiana) to inform him that she, Mosser, and Floyd— as a “super majority” of seventy-fivé percent of the Bluewater ownership — had exercised their right under the operating agreements to buy him out. Williford returned to the Bluewater offices the next day and found the locks on the company offices had been changed. He then received from the Bluewater LLCs a formal notice that, as of January 31, 2006, his status as a “partner” of Bluewater had been “terminated”; that he was to “cease and desist from performing any business” on behalf of the company; and that he would be paid “one-quarter of the fair market value” of the companies.

¶ 5. Williford sued both LLCs and the three individual, super-majority members (“Defendants”). In addition to damages, he asked for injunctive relief to protect his interest in the LLCs, and to prevent the three super-majority members from improperly ousting him.

February 15, 2006, Hearing

¶ 6. On February 15, 2006, the chancellor held a hearing on the injunction issues. Counsel for Defendants told the chancellor that Bluewater’s certified public accountant (CPA), John Havard

is now working on the amount and . we anticipate a closing will be set on that in the next week or two.... The company and the other members are entitled to fire him and fire him they did, separate and apart.... He’s going to get his share of the corporation; it’s going to be tendered to him.... They fired him and they don’t want him back.... The 75% ownership can stop his salary. They can stop his benefits. They can do anything they want to do.

¶ 7. The chancellor granted a preliminary injunction and appointed Havard to “oversee the financial affairs of the LLCs.” The court ordered that Havard was to have “unlimited access to the financial records of the company on the premises” and that the records “may be made available to the plaintiff.” The court’s order further provided:

The defendants may continue with the normal operations of business and payment of expenses in the ordinary course of business so long as the CPA is aware of and approves of the regular operating expenses by signature.... No members of the LLCs may pay themselves salaries, distributions, draws, expense reimbursements, or any other funds or income of any kind without court approval. Any accounts or other income currently possessed by the LLCs may be used for payment of owed expenses per CPA approval, but will not be used for payment to the members absent court approval.

June 26, 2006, Order

¶ 8. On April 10, 2006, Williford’s counsel posted a letter to Havard, asking about the financial information the chancellor had ordered produced. Havard replied that he had, more than a month earlier, requested “a list of the pending jobs, the current status, and projected gross profit of these jobs (if awarded) as well as the status at January 31, 2006,” but that he had “yet to receive that information back.”

¶ 9. On June 7, 2006, still without the financial information, Williford’s counsel filed a motion to compel compliance with the chancellor’s prior order. Defendants’ counsel responded:

I am meeting with my clients later this week and we will determine all the issues then, but in the meantime for your information, I am informed that they no longer wish to purchase Mr. Williford’s shares.

[153]*153¶ 10. On June 26, 2006, following a June 21, 2006, conference with the parties, the chancellor entered an order compelling the defendants to provide the information “within twenty (20) days of the conference.” The court also replaced Havard with Nancy Carpenter, CPA, “as the accountant to oversee the financial affairs of the LLC defendants.”

¶ 11. On July 20, 2006, Carpenter requested information from both Williford and the defendants. Having received no response from Defendants by August 10, Carpenter reported to the court:

To date I have received information from Mr. Williford, however; the other parties have not provided any information. I have talked with [defendants’ counsel] who advised information would be forthcoming. I have called and sent facsimile correspondence to [defendants’ counsel] and have been unable to talk with him this week.

¶ 12. On August 16, 2006, Defendants served what purported to be responses to Williford’s discovery requests. However, the responses were evasive and provided virtually no information. For instance, the first interrogatory and response stated:

INTERROGATORY NO. 1: List the name, address, and telephone number of all persons known to you or believed by you to have knowledge of any discoverable matter in this cause.1
RESPONSE NO. 1: Bluewater objects to this interrogatory because counsel for Bluewater does not know what it means and calls for legal knowledge and a legal conclusion on the part of the respondent.

¶ 13.

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Cite This Page — Counsel Stack

Bluebook (online)
55 So. 3d 148, 2011 Miss. LEXIS 64, 2011 WL 240731, Counsel Stack Legal Research, https://law.counselstack.com/opinion/bluewater-logistics-llc-v-williford-miss-2011.