IN THE COURT OF APPEALS OF THE STATE OF MISSISSIPPI
NO. 2022-CA-00656-COA
CHERYL EATON APPELLANT
v.
JAMES DEXTER HANEY AND KATHRYN APPELLEES MARI HANEY
DATE OF JUDGMENT: 06/09/2022 TRIAL JUDGE: HON. VICKI B. DANIELS COURT FROM WHICH APPEALED: DESOTO COUNTY CHANCERY COURT ATTORNEY FOR APPELLANT: LESLIE B. SHUMAKE JR. ATTORNEY FOR APPELLEES: BARRY W. BRIDGFORTH JR. NATURE OF THE CASE: CIVIL - CONTRACT DISPOSITION: AFFIRMED - 04/02/2024 MOTION FOR REHEARING FILED:
BEFORE BARNES, C.J., McDONALD AND SMITH, JJ.
SMITH, J., FOR THE COURT:
¶1. Cheryl Eaton appeals from the DeSoto County Chancery Court’s order (1) requiring
specific performance of a contract she had with Kathryn and James Dexter Haney for the sale
of real property and (2) awarding damages and attorney’s fees in favor of the Haneys. Eaton
challenges the court’s finding that an enforceable written contract existed between the parties
for the sale of Eaton’s property. She also takes issue with the evidentiary basis for the award
of damages and the legal basis for the award of attorney’s fees. Finding no error, we affirm.
PROCEDURAL HISTORY
¶2. On May 1, 2017, Eaton and the Haneys entered into a written agreement for the
purchase of Eaton’s property on Wallace Lane in the town of Walls, Mississippi. The terms of the signed writing specifically included that the agreement was for “a land purchase with
dwellings on it” and that the agreement was for a “FIXED TERM” of “50 months” with
payments for the purchase “to begin on the 5 day of May, 2017 and end on the 5 day of July
2021.” Despite the completion of these payments and an additional amount, Eaton conveyed
the Wallace Lane property to her niece Amber Longo by a quitclaim deed on October 11,
2021. Longo then filed an eviction action against the Haneys in the DeSoto County Justice
Court on November 5, 2021.
¶3. On November 17, 2021, the Haneys filed a complaint to enforce the contract and for
other relief in the DeSoto County Chancery Court. The Haneys alleged that Eaton breached
their contract and that Longo tortiously interfered with the contract. The Haneys sought
specific performance of the contract, an award of monetary damages, and an order setting
aside Eaton’s quitclaim deed to Longo. The justice court transferred the eviction action
between Longo and the Haneys to the chancery court on December 3, 2021. Eaton filed her
answer to the complaint on December 20, 2021, denying all allegations and asserting
affirmative defenses.
¶4. On January 7, 2022, the Haneys filed a motion for a default judgment against Longo.
Then on January 12, 2022, the chancery court entered a default judgment against Longo as
to liability, set aside the quitclaim deed from Eaton to Longo, and reserved ruling on the
matter of damages. The Haneys filed a motion for a temporary restraining order against Eaton
on April 5, 2022, and the following day, Eaton responded by filing a motion for a temporary
2 restraining order against the Haneys. On April 13, 2022, the chancery court granted the
Haneys a temporary restraining order and preliminary injunction against Eaton.
¶5. A trial on the Haneys’ complaint was held on June 8, 2022, and the chancery court
entered a judgment on the next day. The court found in favor of the Haneys and ordered
Eaton to execute a warranty deed conveying title to Dexter and Kathryn. The chancery court
awarded the Haneys $36,911.59 in damages against Eaton and Longo, jointly and severally.
Eaton appealed from the court’s judgment on June 29, 2022.
STATEMENT OF THE FACTS
¶6. Eaton originally purchased the property on Wallace Lane through an owner-financed
deed of trust in June 2009 for $75,000.00. At that time, her monthly payments were $731.89
for a term of one-hundred forty-three months, with the final payment being due in June 2021.
In 2017, Eaton and the Haneys came to an oral agreement for the Haneys to pay Eaton
$732.00 a month for fifty months in exchange for ownership of the Wallace Lane property.
Eaton determined the payment amount and fixed monthly term, which represented a nearly
mirror image of the remainder of her mortgage on the property.1
¶7. On April 22, 2017, Kathryn made a Facebook post that read in part, “I want to take
a minute and say a huge thank you to Sherry Eaton. . . . Dexter and I will begin the next
chapter of our life together in a home that will be ours in just four years. Sherry, I cannot
1 At the time of the agreement, Kathryn and Dexter had been renting a house in Olive Branch, Mississippi, and were five months into a year-long lease.
3 even begin to tell you how grateful I am that you asked us for this amazing
opportunity. . . . That house looks amazing after the cleaning crew came in. . . . ” Eaton
responded to the post with a comment that said, “I love you, honey, and I’m praying for you
and Dexter to have a wonderful, blessed life together.”
¶8. Kathryn found an online contract titled “Residential Tenancies Rental Agreement”
that was used to formalize the agreement, and it was specifically edited to demonstrate the
parties’ intent to buy and sell the property according to the terms orally agreed to by Eaton
and the Haneys. The Agreement provided certain statements, such as: “This is a land
purchase with dwellings on it. The land is 2 acres with one mobile home and one shop”;
and “Being sold as is. Any repairs are to be done by tenants.” (Emphasis added). The
Agreement was dated May 1, 2017, and contained a signature for each of the three parties.
Dexter testified that he gave Kathryn authority to sign his name because he was not available.
Kathryn testified that Eaton came by her place of employment and signed the agreement in
her presence. The Haneys moved into a house on the property on May 5, 2017, and the fifty-
month term of the agreement was set to end on July 5, 2021.
¶9. Thereafter, Kathryn and Dexter made multiple improvements to the property at their
own expense. The renovations included repairing the kitchen floor, repairing the hallway,
installing new flooring, repairing the underpinning, installing a new garage door, installing
a new water heater, purchasing new appliances, cutting down trees (and generally cleaning
up the property), renting a propane tank, building a chicken coop, and installing a new roof.
4 ¶10. Eaton testified that she paid off her original mortgage early, in either May or June
2019. She testified that shortly thereafter, sometime in the summer of 2019, she decided she
wanted to move back to the Wallace Lane property. Eaton did not make the Haneys aware
of her decision at that time, though, and she waited until October 2021 to inform them.
¶11. In July 2021, Kathryn contacted Eaton to discuss conveying the property to them,
since they had completed their obligations and payments as required in fulfillment of the
Agreement. Eaton instead told Kathryn that she wanted more money—for back pay of the
taxes and insurance she had paid—and to “recoup money from her bad financial decision.”
Eaton initially told Kathryn she wanted $25,000.00, but after negotiations, the parties reached
a verbal agreement for an additional $15,000.00. The Haneys agreed to pay a new monthly
total of $612.00 per month, beginning in July 2021.2 They paid the new amount until October
2021. During this period, Kathryn and Dexter also paid Eaton’s $100.00 insurance deductible
in order to have the roof replaced in August 2021.
¶12. In September 2021, Eaton called Anita Rainey, a long-time friend and neighbor across
the street from Wallace Lane. Rainey testified that Eaton told her, “My name is mud – it’s
going to be mud. Yes I’m a liar,” and “I’d changed my mind. I’m actually going to be
moving in. I’d had the place appraised.” Eaton then informed Rainey that Wallace Lane had
appraised for $92,000.00.
2 The fifty months of $732 payments ended in June 2021; the new $612 monthly amount replaced the previous monthly payment.
5 ¶13. Subsequently, on October 11, 2021, Eaton prepared a quitclaim deed conveying the
Wallace Lane property to Amber Longo, her niece, unbeknownst to the Haneys. Two days
later, Eaton texted Dexter and told him, “I have decide[d] to move back[,] it is worth 3
[times] the amount I am asking for it from you guys[;] I will pay you back the money you
have spent.” Then, on October 15, 2021, Eaton filed the quitclaim deed conveying title to
Longo.
¶14. On October 22, 2021, Kathryn texted Eaton:
Are you saying you aren’t going to follow through with our agreement to buy the property? We have paid close to $40k which was paying the land off for you. Then you told us in July that you wanted $15,000 more than we agreed to do that at $500 a month. I’m not understanding why you aren’t following through with your commitment like we have over the years.
Kathryn followed up with the following message:
Certainly you aren’t trying to say you want us to leave the land we purchased from you? . . . After we paid off the land and you failed to follow through with signing it over like originally discussed. We weren’t renting the place we were buying it. That’s what you told us and signed into from the very beginning.
Eaton responded with a message that read in part:
I was not in the right frame of mind. Who would pay 8.5 years on a property and then just let it go. I purchased the property and financed so it would be paid off by the time I was 60. . . . I should never have left in the first place. . . . this is the first time I have not been good for my word/handshake. I have to look out for me, no one else ever has nor ever will. It has nothing to do with friendship. This is a business decision.
¶15. On November 13, 2021, as a result of the eviction action Longo filed against them,
Dexter and Kathryn signed a new rental agreement and moved into a home in Hernando,
6 Mississippi, where their monthly payment was $1,500. Although the Haneys did not
officially relinquish possession of the Wallace Lane property, Longo moved in for a time
after they vacated it due to the eviction proceedings. She moved back out shortly after, and
the property remained vacant during the pendency of this lawsuit.
STANDARD OF REVIEW
¶16. This Court employs “a limited standard of review in appeals from . . . chancery
court[s].” Bond v. Bond, 271 So. 3d 548, 550 (¶4) (Miss. Ct. App. 2018) (quoting Corp.
Mgmt. Inc. v. Greene County, 23 So.3d 454, 459 (¶11) (Miss. 2009)). We “will not disturb
a chancery court’s factual findings ‘when supported by substantial evidence unless the court
abused its discretion, was manifestly wrong, clearly erroneous, or applied an erroneous legal
standard.’” Id. (quoting Biglane v. Under The Hill Corp., 949 So. 2d 9, 13-14 (¶17) (Miss.
2007)).
DISCUSSION
I. Valid Contract for the Sale of Real Property
¶17. Eaton’s first claim on appeal is that the chancellor erred in finding that there was a
signed contract between the parties for the sale of the real property. In her appellate brief she
specifically states, “Cheryl feels aggrieved by the finding that the document was signed by
her[.]” She further asserts, “The Court in [its] Judgment erroneously found the document
produced to be valid . . . despite absolutely no evidence that Cheryl signed the document
other than the testimony of Kathryn.” Eaton incorporates two references to citations in her
7 argument as follows:
Section 15-3-1 of the Miss[issippi] Code Annotated states that certain contracts or agreements . . . must be in writing to be enforceable. These are: (c) upon any contract for the sale of lands, tenements, or hereditaments, or the making of any lease thereof for a longer term than one year; [and] (d) upon any agreement which is not to be performed within the space of fifteen months from the making thereof[.]
Also, [section] 75-2A-201. Statute Of Frauds (Miss[issippi] Code Annot[ated]. 2023 Edition) states that a lease contract is not enforceable by way of action or defense unless: (b) There is a writing, signed by the party against whom enforcement is sought . . . sufficient to indicate that a lease contract has been made between the parties and to describe the goods leased and the lease term.[3]
¶18. Eaton argues that the signed written document the Haneys produced was not a valid
contract, but she fails to cite any relevant legal authority beyond recitation of the statute to
support her position. “The Mississippi Supreme Court has held that it is the duty of the
appellant to provide authority in support of an assignment of error.” Greer v. Greer, 312 So.
3d 414, 415 (¶9) (Miss. Ct. App. 2021) (quoting Herrin v. Perkins, 282 So. 3d 727, 732 (¶21)
(Miss. Ct. App. 2019)). “Any failure to cite authority in support of an argument precludes
consideration of the issue on appeal.” Id. Regardless, a simple review of the evidence
supporting the written contract here includes a clear intent to convey or sell real property, a
clear description of the price or payment in consideration for the sale, and a description of
the specific property to be sold. See Swartzfager v. Saul, 213 So. 3d 55, 63-64 (¶¶20-25)
3 Eaton states in her brief, “Even though this section covers goods leased, it lends further credence to Cheryl’s position,” as well as, “By making the finding that the internet contract, not signed by James or Cheryl, the Court essentially overcame the Statute of Frauds problem that would have arisen had there not been a document in writing.”
8 (Miss. 2017) (finding a valid, enforceable contract where the appellant alleged the agreement
did not comply with the Statute of Frauds and had complained of the sufficiency of the
contract terms describing and specifying the purchase price).
¶19. The dissent takes issue with the chancery court’s finding on the basis of longstanding
contract principles. The principles outlined by the separate opinion are presented in the
context of interpreting the terms of the document as a contract for the sale of property.
However, it is important to note that Eaton’s challenge on appeal does not allege that the
specific contract terms were somehow insufficient. Instead, she asserts that the entire printed
document the Haneys produced is invalid because it contains a forgery of her signature. As
the dissent notes, to refute the Haneys’ claim for specific performance, Eaton testified that
there was no written agreement, she did not sign the document, and she had never seen the
document. The argument Eaton raises pertains to matters solely within the chancery court’s
discretion. Accordingly, under our limited standard of review, we do not find evidence that
the chancellor committed manifest error by concluding that the document was not forged and
that the document was a signed agreement between Eaton and the Haneys.
¶20. In sum, Eaton did not raise any claim (or attempt to assert any claim) contesting the
actual terms within the document or arguing that the terms were an incorrect representation
of their agreement. Instead, Eaton presented the chancellor with the question of whether the
document contained her signature, i.e., was the document the contract and legal agreement
between Eaton and the Haneys. She argues it was error for the chancellor to find that she
9 signed the document, but this argument is based on her contention that Kathryn’s testimony
contained timeline discrepancies that made it “impossible for the court to find that Cheryl
signed this document.” Eaton ultimately asks this Court to place more weight on her own
testimony, maintaining she did not sign the produced document, never met Kathryn anywhere
to sign anything, and had not seen the document before the lawsuit.
¶21. Whether the Haneys’ and their witnesses’ testimonies at trial were more or less
reliable than Eaton’s and her witnesses’ testimonies was for the chancery court to determine
in its role as the finder of fact. “[W]e recognize that a chancellor, being the only one to hear
the testimony of witnesses and observe their demeanor, is in the best position to judge their
credibility.” Legacy Hall of Fame Inc. v. Transp. Trailer Serv. Inc., 139 So. 3d 105, 109
(¶21) (Miss. Ct. App. 2014) (quoting In re Est. of Carter, 912 So. 2d 138, 143 (¶18) (Miss.
2005)). “Courts of review are not to undermine trial court authority by replacing the
judgment with its own.” Green v. Green, 349 So. 3d 1187, 1200 (¶48) (Miss. Ct. App. 2022)
(quoting Miller v. Miller, 838 So. 2d 295, 297 (¶4) (Miss Ct. App. 2002)). Ultimately, the
chancellor found the testimony and evidence presented by the Haneys to be more credible,
and the finding is not for this Court to re-weigh.
¶22. Eaton also asserts a weight-of-the-evidence claim based on her assertion that “the
findings by the court don’t take into account two common sense arguments.” Specifically,
she contends, “First, no one would agree to deed over to renters a home that was worth
$78,000.00 back in 2009 for $36,300.00 in 2021.” And “[s]econdly, the internet document
10 allegedly prepared by Kathryn in 2017 was not, at any time prior to 2021, mentioned by her
to anyone at any time until 2021.” “This Court gives deference to a chancellor’s findings in
regard to witness testimony . . . because the chancellor is able to observe and ‘personally
evaluate the witnesses’ testimony and the parties’ behavior.’” McNeese v. McNeese, 119 So.
3d 264, 275 (¶32) (Miss. 2013) (quoting Gable v. Gable, 846 So. 2d 296, 299 (¶12) (Miss.
Ct. App. 2003)). Therefore, Eaton’s claim that the document was not a valid contract is also
without merit on appeal.
II. Award of Damages and Attorney’s Fees
¶23. After hearing the testimony and receiving evidence, the chancellor entered a monetary
damages award in favor of the Haneys. Eaton asserts that the chancery court erred by
awarding damages to the Haneys without supporting facts or documentation other than
Kathryn’s testimony. Eaton argues that the residential lease agreement for the Haneys’ new
lease was admitted into evidence over her objection and that the alleged costs of repairs and
renovations, deposits, moving expenses, and additional utility expenses had zero supporting
documentation.
¶24. First, Eaton’s claim regarding the inclusion of damages for repairs and renovations
is misguided. The record shows the chancery court’s ruling did not award damages to the
Haneys for the cost of repairs and renovations. Even though the Haneys’ specific list of
repairs and respective costs was admitted into evidence, the judgment did not include the list
and instead totaled the exact amount of damages requested for the deposit and rent for the
11 new lease, moving expenses, and attorney’s fees. Thus, this claim is without merit.
¶25. Second, in support of their damages claim, Kathryn offered documentation of the new
residential lease agreement she and Dexter entered into for the house they moved into when
Longo filed her eviction action against them. Eaton objected to this document on hearsay
grounds at trial, but Kathryn properly authenticated the document as a signing party. The
agreement specifically shows the monthly rental costs, the deposit fee, and the pet fees. The
terms of the agreement provide the exact amount it cost the Haneys to reside at that new
house upon moving after Longo’s eviction action, and that amount supports damages of
$19,500 for rent and $1,700 for deposits. In addition, the moving expenses the chancery court
awarded were supported by Kathryn’s testimony about the costs she and Dexter accrued.
Kathryn’s testimony also supports that the moving expenses were the result of Eaton’s
interference by conveying the property to Longo by a quitclaim deed, as well as Longo’s
interference by filing her eviction action against the Haneys. Kathryn had personal
knowledge of the moving expenses and was subject to cross-examination as to any
insufficiencies of proof regarding all the damages.
¶26. “When damages have occurred, mere uncertainty as to the amount does not preclude
recovery . . . . ‘All that can be required is that the evidence—with such certainty as the
nature of the particular case may permit—lay a foundation which will enable the trier of fact
to make a fair and reasonable estimate of the amount of damage.’” Rolison v. Fryar, 204 So.
3d 725, 741-42 (¶49) (Miss. 2016) (quoting Cain v. Mid-South Pump Co., 458 So. 2d 1048,
12 1050 (Miss. 1984)). “[S]ufficient proof is that which is a reasonable basis for computation
of damages and the best evidence obtainable under the circumstances of the case that will
enable the trier of fact to arrive at a fair approximate estimate of the loss.” Progressive Cas.
Ins. v. All Care Inc., 914 So. 2d 214, 221 (¶13) (Miss. Ct. App. 2005). Based on the
circumstances of eviction being the cause of the moving expenses, we cannot find that the
court abused its discretion in finding Kathryn’s testimony was sufficient evidence of these
damages.
¶27. Lastly, Eaton contests the award of attorney’s fees to the Haneys. She argues that there
was no testimony or finding that the Haneys were entitled to attorney’s fees under the law.
However, Eaton fails to cite legal authority to support her argument. “Our caselaw clearly
provides that the failure to cite supporting legal authority precludes consideration of an issue
on appeal.” Green, 349 So. 3d at 1199-1200 (¶47) (quoting Hardin v. Hardin, 335 So. 3d
1088, 1094 (¶21) (Miss. Ct. App. 2022)). As such, her claim regarding attorney’s fees is
procedurally barred.
¶28. Notwithstanding the procedural bar, her claim is also without merit because
Mississippi caselaw states, “[W]here a party’s intentional misconduct causes the opposing
party to expend time and money needlessly, then attorney’s fees and expenses should be
awarded to the wronged party.” Est. of McLemore v. McLemore, 63 So. 3d 468, 487 (¶53)
(Miss. 2011). There is ample proof in the record that Eaton admittedly acted in opposition
to her agreement with the Haneys and intentionally chose to disregard their contract after
13 realizing the property was worth more money. Her intentional misconduct and actions
contrary to their agreement and deeding the property to her niece are grounds that support
the chancery court’s award of attorney’s fees to the Haneys.
CONCLUSION
¶29. We find that Eaton failed to meet her burden under the standard of review on appeal
and therefore affirm the chancellor’s finding of a valid contract. We further find that the
award of damages and attorney’s fees to the Haneys was not reversible error. Therefore, we
affirm the chancery court’s judgment.
¶30. AFFIRMED.
BARNES, C.J., CARLTON AND WILSON, P.JJ., GREENLEE, WESTBROOKS, McDONALD, LAWRENCE AND McCARTY, JJ., CONCUR. EMFINGER, J., DISSENTS WITH SEPARATE WRITTEN OPINION.
EMFINGER, J., DISSENTING:
¶31. The chancellor found the parties had “a valid contract” and “a binding agreement.”
The chancellor further found that the Haneys had relied upon Eaton’s promise to their
detriment. Based upon these findings, the chancellor ordered Eaton to convey the real
property at issue to the Haneys and pay them monetary damages. The majority affirms the
chancellor’s decision. Because I find the award of specific performance in this case would
render the Statute of Frauds meaningless, I respectfully dissent.
¶32. At trial, Eaton readily admitted that she reneged on her oral agreement to sell the land
to the Haneys. The Haneys attached to their complaint, and Kathryn Haney produced at trial,
14 a mostly pre-printed document titled “Residential Tenancies Rental Agreement,”4 which
Kathryn admits she found on the internet. She testified that she made certain typed additions
to the form and that Eaton signed the document in her presence.5 Eaton testified that there
was no written agreement, that she did not sign the document produced by the Haneys, and
that she had never seen the document before the Haneys filed their complaint. Thus, a
question of fact was presented for the chancellor’s resolution.
¶33. In a bench ruling, the chancellor found that the parties had entered into a “binding
agreement” for Eaton to sell the land to the Haneys. The chancellor, however, made no
express finding that Eaton signed the document produced by the Haneys. Further, while the
chancellor found there to be a valid contract and a binding agreement, the chancellor made
no express finding that the document produced by the Haneys was a written contract for the
sale of real property, was signed by Eaton, and was sufficient to satisfy the Statute of Frauds.
Such a finding is necessary to grant specific performance.6
¶34. In SEL Business Services LLC v. Lord, 367 So. 3d 147, 148 (¶1) (Miss. 2023), the
Mississippi Supreme Court stated:
4 The full document is attached hereto as an Appendix. 5 The document is dated May 1, 2017, and Haney first testified that Eaton came to her office and signed the document on that day. However, on cross-examination, Haney admitted that she got married on May 1 in Memphis and had taken that day off work. Haney conceded that she may have gotten the date wrong. 6 Neither the Haneys nor the chancellor in her order cite any authority for the grant of specific performance. There is no authority cited as to what proof must be produced at trial to support the award of specific performance.
15 And it is of course true that a contract for the sale of land that has not been reduced to writing is unenforceable. So specific performance of the oral contract is not an available remedy. But, contrary to Barriffe’s suggestion, that does not mean that a would-be property purchaser—when he fails to reduce the sales contract to writing—never has any equitable recourse. Instead, long-standing Mississippi precedent has allowed equitable claims when contract-enforcement claims fail due to the statute of frauds. E.g., Powell v. Campbell, 912 So. 2d 978, 981-82 (Miss. 2005); Koval v. Koval, 576 So. 2d 134, 138 (Miss. 1991); PMZ Oil Co. v. Lucroy, 449 So. 2d 201, 206 (Miss. 1984); Dobbs v. Bowling, 339 So. 2d 985, 986 (Miss. 1976).
(Emphasis added). And in White v. White, 325 So. 3d 666, 670-71 (¶13) (Miss. Ct. App.
2020), this Court reasoned:
“The principal purpose of the Statute of Frauds is to require the contracting parties to reduce to writing the specific terms of their contract, especially an agreement affecting lands for more than one year, and thus to avoid dependence on the imperfect memory of the contracting parties, after the passage of time, as to what they actually agreed to some time in the past.” Sharpsburg Farms Inc. v. Williams, 363 So. 2d 1350, 1354 (Miss. 1978) (citation omitted). The law expressly bars actions based on unwritten agreements for the sale of land. Miss. Code Ann. § 15-3-1(c) (Rev. 2012) (“An action shall not be brought whereby to charge a defendant or other party . . . upon any contract for the sale of lands” except when “the promise or agreement” is “in writing, and signed by the party to be charged” or his agent.).
(Emphasis added). It is abundantly clear that there must be a written agreement to sell land—
signed by the owner—before a court can order specific performance of that agreement. The
absence of an express finding by the chancellor that Eaton signed the document produced by
the Haneys and that the document was sufficient to satisfy the Statute of Frauds requires that
the order granting specific performance be reversed.
¶35. Even if we assume, for the sake of argument, that the chancellor implicitly found that
16 Eaton signed the document produced by the Haneys, specific performance still would not be
an available remedy in this case.7 In White v. Cooke, 4 So. 3d 330, 334 (¶14) (Miss. 2009),
the supreme court explained:
For specific performance to be granted, a contract must be reasonably complete and reasonably definite on material terms. Leach v. Tingle, 586 So. 2d 799, 802 (Miss. 1991) (citing Duke v. Whatley, 580 So. 2d 1267, 1272-74, (Miss. 1991)). “A contract is said to enjoy the level of specificity predicate to enforceability: if it contains matter which will enable the court under proper rules of construction to ascertain its terms, including consideration of the general circumstances of the parties and if necessary relevant extrinsic evidence.” Leach, 586 So. 2d at 802 (quoting Duke, 580 So. 2d at 1274). If the contract does not pass this test of specificity, it should be rendered unenforceable, and specific performance should be denied. Leach, 586 So. 2d at 802 (citing Duke, 580 So. 2d at 1272-74).
(Emphasis added). Further, in Marshall v. Lindsly, 9 So. 3d 1174, 1178-79 (¶13) (Miss. Ct.
App. 2009), this Court discussed the interpretation of contracts:
“The most basic principle of contract law is that contracts must be interpreted by objective, not subjective standards. A court must effect a determination
7 The majority contends that Eaton did not raise the issue of the sufficiency of the document to satisfy the Statute of Frauds. However, Eaton pled the Statute of Frauds as an affirmative defense in her answer to the complaint. At trial, Eaton cross-examined Kathryn Haney, at length, about their agreement. Haney admitted that they “had an agreement that [they] were going to purchase this at the end of the lease.” Haney was questioned about the fact that there was nothing in the rental agreement about an option to purchase. Haney admitted that there was nothing in writing about Eaton giving them a deed. In closing argument, Eaton’s counsel referred to the fact that there is no language in the document to establish an option to purchase the property. Counsel argued that Eaton had agreed to sell the property to the Haneys if they could agree upon a price. Eaton’s counsel also argued before the chancellor that this is the exact situation the Statute of Frauds “was designed to prevent.” Finally, on appeal Eaton contends that “[t]here was never an instrument in writing as required by the Statute of Frauds to support the position of James and Kathryn that there was a ‘rent to own’ contract between the parties.”
17 of the meaning of the language used, not the ascertainment of some possible but unexpressed intent of the parties.” Dunlap Acres, Ltd. v. Intervest Dev. Corp., 955 So. 2d 345, 348 (¶13) (Miss. Ct. App. 2006) (citation omitted). The Mississippi Supreme Court has provided a three-tiered approach to be used in contract interpretation. Tupelo Redevelopment Agency v. Abernathy, 913 So. 2d 278, 284 (¶13) (Miss. 2005). The reviewing court must first apply the “four corners” test, which looks to the language used by the parties in expressing their agreement. Id. If that does not give the court a clear understanding of the parties’ intentions, the reviewing court should apply the discretionary “canons” of contract construction. Id. Finally, if the parties’ intentions still remain unclear, the reviewing court should consider extrinsic or parol evidence. Id.
(Emphasis added). Also, in Swartzfager v. Saul, 213 So. 3d 55, 64 (¶25) (Miss. 2017), we
were reminded:
A consistent rule of contract construction is that “when the terms of a contract are vague or ambiguous, they are always construed more strongly against the party preparing it.” Stampley v. Gilbert, 332 So. 2d 61, 63 (Miss. 1976) (citing Globe Music Corp. v. Johnson, 226 Miss. 329, 84 So. 2d 509 (1956), and Love Petroleum Co. v. Atlantic Oil Producing Co., 169 Miss. 259, 152 So. 829 (1934)).
¶36. The document in the case at hand appears to be a sample agreement related to a
“Residential Tenancies Act” enacted by one of the Canadian Provinces or Territories. It is
clear from the title of the document, and ninety-nine percent of its content, that this form was
intended to be a rental agreement. There is no preprinted language, or added language, that
indicates this is a “rent-to-own” or a “lease/purchase” or an “option to purchase” rental
agreement. There is no legal description of the land to be conveyed. There is no mention of
a closing date and no provision for the land to be conveyed by deed at any specific time in
the future. There is no statement as to whether a warranty deed or a quitclaim deed will be
18 provided. There is no mention in the rental agreement of the existing deed of trust against the
property or any requirement that it be paid in full before any conveyance.
¶37. The parties are referred to throughout the rental agreement as “landlord” and
“tenants.” The parties are never referred to as “seller,” or “buyers.” While most of the pre-
printed form is not altered, in Section 11 of the document, labeled “Notice of Termination,”
boxes are actually checked describing the notice required to be given by either the tenants
or the landlord to terminate this “term tenancy.” The tenants were allowed to give notice of
termination of the agreement “not less than two months before the end of the term,” and the
landlord could give notice of termination of the rental agreement “not less than three months
before the end of the term.” If this document were intended to be a rent-to-own agreement,
it seems unusual for the seller to be allowed to terminate the agreement after forty-seven
months of a fifty-month term without providing any recourse for the buyers.
¶38. There are two statements typed into inappropriate blanks of this rental agreement from
which the Haneys argue that this is a contract for the sale of real property. The first statement
is under block 2 that is labeled “Premises.” In the portion of the form labeled
“Superintendent or property manager (if different from the landlord),” the Haneys typed the
following on the line that is provided for the name of the superintendent: “This is a land
purchase with dwellings on it. The land is 2 acres with one mobile home and one shop.” The
second statement is in block 7 that is labeled “Services/Facilities.” The statement in block
7 is under the statement: “The rent mentioned above includes provision of the following
19 services and facilities (check all that apply).” Under this statement, there are several services
listed with none of the boxes checked and on a line beside the box for “Other(specify):” the
Haneys typed in the following: “Being sold as is. Any repairs are to be done by tenants.”
¶39. While I recognize that there is authority that would allow for a missing term to an
otherwise valid contract to be supplied by parol evidence, I find that the two lines relied upon
by the Haneys, the chancellor, and the majority opinion cannot magically transform what is
clearly a rental agreement into a contract for the sale of land that is sufficient to satisfy the
Statute of Frauds. Accordingly, I would reverse the chancellor’s grant of specific
performance. However, I do find that Eaton had orally agreed to sell the land to the Haneys
and that the Haneys had detrimentally relied upon their agreement. Therefore, I would
remand the matter for the chancellor to consider such damages that may be appropriate
pursuant to SEL Business Services.
20 APPENDIX
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