Chapel Hill, LLC v. SoilTech Consultants, Inc.

112 So. 3d 1097, 2013 WL 1960590, 2013 Miss. App. LEXIS 260
CourtCourt of Appeals of Mississippi
DecidedMay 14, 2013
DocketNo. 2012-CA-01076-COA
StatusPublished
Cited by8 cases

This text of 112 So. 3d 1097 (Chapel Hill, LLC v. SoilTech Consultants, Inc.) is published on Counsel Stack Legal Research, covering Court of Appeals of Mississippi primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Chapel Hill, LLC v. SoilTech Consultants, Inc., 112 So. 3d 1097, 2013 WL 1960590, 2013 Miss. App. LEXIS 260 (Mich. Ct. App. 2013).

Opinion

GRIFFIS, P.J.,

for the Court:

¶ 1. In this breach-of-contract case, Chapel Hill LLC and Pearlington Dirt LLC appeal the grant of summary judgment in favor of SoilTech Consultants Inc. Chapel Hill and Pearlington argue that there were genuine issues of material fact in dispute, and summary judgment was not proper as a matter of law. We find no error and affirm.

FACTS

¶2. Chapel Hill contracted with the United States Army Corp of Engineers (USACE) to supply earthen materials for the repair of the Mississippi River levee in Orleans Parish, Louisiana. On December 29, 2009, SoilTech contracted with Chapel Hill and Pearlington to provide soil tests. Pearlington unconditionally guaranteed all of Chapel Hill’s obligations.

¶ 3. On July 21, 2010, the USACE partially terminated its contract with Chapel Hill out of convenience and not based on any fault.

¶ 4. On October 28, 2011, SoilTech filed a complaint against Chapel Hill and Pear-lington. SoilTech alleged that Chapel Hill and Pearlington were in breach of contract for their failure to pay $278,488.33. Chapel Hill and Pearlington filed a responsive pleading.

¶ 5. On February 17, 2012, SoilTech filed its motion for summary judgment. On April 24, 2012, after a hearing not included in the record, the circuit court granted SoilTech’s motion for summary judgment and awarded a total amount of $314,134.83, which included attorney’s fees and interest.

¶ 6. On May 2, 2012, Chapel Hill and Pearlington filed a motion to reconsider/set aside the judgment or, in the alternative, a motion for a new trial, under Mississippi Rule of Civil Procedure 59 (the [1099]*1099“motion to reconsider”). After a hearing, the circuit court denied the motion. Chapel Hill and Pearlington filed their notice of appeal, and the case has been deflected to this Court.

ANALYSIS

¶ 7. Chapel Hill and Pearlington’s notice of appeal states that they appeal the April 24, 2012 judgment granting SoilTech’s motion for summary judgment and the June 25, 2012 order denying Chapel Hill and Pearlington’s motion to reconsider. The motion to reconsider does not have any effect on this appeal.

¶8. The motion to reconsider simply states that the grant of the summary judgment was “against the overwhelming weight of the evidence and ... should be set aside.” The motion does not provide any reason why a new trial should be granted (Rule 59(a)) or any reason to alter or amend the judgment (Rule 59(e)). Further, the brief filed by Chapel Hill and Pearlington does not provide any argument as to why it was error for the circuit court to deny the motion to reconsider. Instead, the real issue is whether it was proper to grant SoilTech a summary judgment.

¶ 9. Our standard of review for a grant of summary judgment is the same standard as that of the trial court under Rule 56(c) of the Mississippi Rules of Civil Procedure. McMillan v. Rodriguez, 823 So.2d 1173, 1176 (¶ 9) (Miss.2002).

This Court employs a de novo standard of review ... and examines all the evi-dentiary matters before it — admissions in pleadings, answers to interrogatories, depositions, affidavits, etc. The evidence must be viewed in the light most favorable to the party against whom the motion has been made. If, in this view, there is no genuine issue of material fact, and the moving party is entitled to judgment as a matter of law, summary judgment should ... be entered in his favor. Otherwise, the motion should be denied. Issues of fact sufficient to require denial of a motion for summary judgment obviously are present where one party swears to one version of the matter in issue and another says ... the opposite. In addition, the burden of demonstrating that no genuine issue of fact exists is on the moving party. That is, the non-movant should be given the benefit of the doubt.

Id. (citation omitted).

¶ 10. “Questions concerning construction of contracts are questions of law.” Henry v. Moore, 9 So.3d 1146, 1152 (¶ 15) (Miss.Ct.App.2008) (citing Parkerson v. Smith, 817 So.2d 529, 532 (¶7) (Miss.2002)). Contract interpretation is a three-step process:

First, we look to the “four corners” of the agreement and review the actual language the parties used in their agreement. When the language of the contract is clear or unambiguous, we must effectuate the parties’ intent. However, if the language of the contract is not so clear, we will, if possible, harmonize the provisions in accord with the parties’ apparent intent. Next, if the parties’ intent remains uncertain, we may discre-tionarily employ canons of contract construction. Finally, we may also consider parol or extrinsic evidence if necessary.

Williams v. Williams, 37 So.3d 1196, 1200 (¶ 10) (Miss.Ct.App.2009) (citations and quotations omitted); see also Pursue Energy Corp. v. Perkins, 558 So.2d 349, 352 (Miss.1990). When a contract is clear and unambiguous, this Court is not “concerned with what the parties may have meant or intended but rather with what they said, for the language employed in a contract is the surest guide to what was intended.” [1100]*1100Shaw v. Burchfield, 481 So.2d 247, 252 (Miss.1985).

¶ 11. Chapel Hill had a federal contract with the USACE to supply earthen materials for the repair of a levee in Louisiana. The contract provided that the government has the unilateral right to terminate the contract for convenience. On July 21, 2010, the government exercised its contractual right and terminated Chapel Hill’s contract.

¶ 12. SoilTech contracted with Chapel Hill and Pearlington to provide soil tests under Chapel Hill’s government contract. SoilTech was provided a copy of the contract between Chapel Hill and the USACE. Chapel Hill and Pearlington argue that SoilTech entered a written contract that required SoilTech to perform soil tests as part of Chapel Hill’s contract with the USACE. Because the USACE terminated its contract, the contract volumes were reduced by approximately seventy percent, which reduced the amount Chapel Hill and Pearlington would owe SoilTech. Chapel Hill and Pearlington also claim that this dispute in the amount that may be due and owing creates a genuine issue of a material fact such that summary judgment is not appropriate.

¶ 13. Chapel Hill and Pearlington assert that the plain meaning of the contract precludes summary judgment. They cite two paragraphs.

¶ 14. First, Chapel Hill argues that under paragraph 7 of its contract with Soil-Tech, they were required to negotiate a price reduction as a result of a volume reduction. Paragraph 7 states:

Changes. [Chapel Hill] reserves the right by written change order or amendment to make changes in requirements, amount of work, or engineering time schedule adjustments; and [SoilTech] and [Chapel Hill] shall negotiate appropriate adjustments in fee and/or schedule acceptable to both parties to accommodate any changes.

(Emphasis added). SoilTech responds that Chapel Hill never requested a change order in writing, so under the contract’s terms, there was no requirement to negotiate a fee adjustment.

¶ 15. Second, Chapel Hill argues that because the government terminated the contract, such governmental action resulted in termination under paragraph 22. Paragraph 22 states:

Force Majeure.

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Bluebook (online)
112 So. 3d 1097, 2013 WL 1960590, 2013 Miss. App. LEXIS 260, Counsel Stack Legal Research, https://law.counselstack.com/opinion/chapel-hill-llc-v-soiltech-consultants-inc-missctapp-2013.