Eagle Management, LLC v. Parks

938 So. 2d 899, 2006 WL 2808151
CourtCourt of Appeals of Mississippi
DecidedOctober 3, 2006
Docket2005-CA-01812-COA
StatusPublished
Cited by4 cases

This text of 938 So. 2d 899 (Eagle Management, LLC v. Parks) 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
Eagle Management, LLC v. Parks, 938 So. 2d 899, 2006 WL 2808151 (Mich. Ct. App. 2006).

Opinion

938 So.2d 899 (2006)

EAGLE MANAGEMENT, LLC, Appellant
v.
Wendell PARKS, Tammie Parks and Alanco Realty Appellees.

No. 2005-CA-01812-COA.

Court of Appeals of Mississippi.

October 3, 2006.

*900 Michael R. Wall, attorney for appellant.

Omar D. Craig, Goodloe Tankersley Lewis, Oxford, attorneys for appellees.

EN BANC.

ISHEE, J., for the Court.

¶ 1. Eagle Management, LLC (Eagle) originally filed suit in the Chancery Court of Lafayette County against Wendell Parks, Tammie Parks, and Alanco Realty, (collectively referred to as "Parks"), alleging breach of contract, *901 fraud, and negligent misrepresentation arising out of Eagle's attempt to purchase sixty condominium units from Wendell.[1] The suit was later transferred to the Circuit Court of Lafayette County. The circuit court granted Parks' motion to dismiss pursuant to Rule 12(b)(6) of the Mississippi Rules of Civil Procedure. Aggrieved, Eagle appeals asserting numerous issues for this Court's review. Finding no error, we affirm.

FACTS

¶2. On or about March 10, 2004, Eagle, through its managing member, Dino Grisanti, entered into negotiations with Parks to purchase a sixty-unit condominium project in Oxford, Mississippi known as "No. 1 Anderson Place." Also on March 10, Eagle prepared, signed, and delivered a contract for the purchase and sale of real property to Tammie, offering to purchase No. 1 Anderson Place for $3,230,000. On March 11, 2005, Tammie informed Grisanti that Wendell reviewed the contract and wanted to make two amendments.[2] Grisanti agreed to the proposed amendments. Wendell prepared and signed a counter offer, which incorporated the two amendments, as well as the terms and conditions of the original contract. Tammie subsequently informed Grisanti that the contract had been signed and that it would be delivered. In fact, the contract for the purchase and sale of real property had not been signed. Neither the unsigned contract for the purchase and sale of real property, nor the signed counter offer, was delivered to Grisanti.

¶3. Without receiving a signed contract from Parks, Grisanti contacted potential investors and began negotiating the resale of No. 1 Anderson Place. On March 12, 2005, the Bert Allen Group traveled from Gulfport, Mississippi to meet with Grisanti and view the condominium units. After inspecting the units, the Bert Allen Group offered to purchase the property from Eagle for a total purchase price of $3,930,000. Later that day, Tammie informed Grisanti that Wendell had received another offer for No. 1 Anderson Place; the Bert Allen Group subsequently purchased the property from Wendell for the sum of $3,600,000.

¶4. On March 15, 2005, Eagle filed suit against Parks in the Chancery Court of Lafayette County alleging damages for breach of contract, or equitable estoppel, as well as fraud and negligent misrepresentation. Eagle sought compensatory damages in the amount of $700,000, as well as unspecified punitive damages. On April 18, 2005, Wendell filed a motion to dismiss pursuant to Rule 12(b)(6) of the Mississippi Rules of Civil Procedure. He asserted that the facts alleged in Eagle's complaint violated the statute of frauds, or Mississippi Code Annotated section 15-3-1(c) (Rev. 2003). On May 4, 2005, Tammie and Alanco Realty filed a motion to dismiss; they also asserted that Eagle's claims were barred by the statute of frauds because there was never a signed contract. On May 26, 2005, Tammie and Alanco Realty filed a supplemental motion to dismiss asserting that Eagle could prove neither detrimental reliance on any allegedly fraudulent statement, nor recoverable damages; Wendell filed a similar supplemental response *902 on June 14, 2005. The suit was transferred to the Circuit Court of Lafayette County on June 21, 2005.

¶5. After a hearing on the motions to dismiss, the circuit court entered an opinion and judgment dismissing Eagle's complaint with prejudice on August 17, 2005. Regarding Eagle's breach of contract claim, the court found that, pursuant to Mississippi Code Annotated section 15-3-1, a contract for the sale of land must be in writing. Consequently, the court found Wendell could not be liable for breach of contract because it was undisputed that he never signed the contract for the sale of No. 1 Anderson Place. The circuit court further found that Eagle's claim for equitable estoppel must fail because the lost profits alleged by Eagle were not the result of statements made by Parks, but were the result of Parks entering into a contract with the Bert Allen Group instead of entering into a contract with Eagle. Similarly, the court found that Eagle failed to state a claim as to fraud and negligent misrepresentation because the complaint failed to "allege any damages directly flowing from the false statement by Wendell Parks and Tammie Parks."

¶6. Aggrieved by the court's decision, Eagle appeals asserting the following issues for this Court's review:

I. Whether the court erred in finding that it was undisputed that the contract between Eagle and Wendell was never signed.
II. Whether the court erred in finding that no contract existed between the parties.
III. Whether the court erred in finding that the doctrine of equitable estoppel was not applicable in the event that there was not a contract between the parties.
IV. Whether the court erred in dismissing Eagle's fraud and negligent misrepresentation claims.
V. Whether the court erred in finding that Eagle's complaint failed to state a cause of action for which relief could be granted.

STANDARD OF REVIEW

¶7. A motion to dismiss pursuant to Rule 12(b)(6) of the Mississippi Rules of Civil Procedure tests the legal sufficiency of the complaint. Varvaris v. Perreault, 813 So.2d 750, 752(¶4) (Miss.Ct.App.2001) (citing Fortenberry v. City of Hattiesburg, 758 So.2d 1023(¶12) (Miss.Ct.App.2000)). "In order to grant this motion there must appear to a certainty that the plaintiff is entitled to no relief under any set of facts that could be proved in support of the claim." Id. A motion for dismissal under Rule 12(b)(6) raises an issue of law. Little v. Miss. Dep't of Human Servs., 835 So.2d 9, 10-11(¶5) (Miss.2002) (citing Tucker v. Hinds County, 558 So.2d 869, 872 (Miss. 1990)). This Court conducts de novo review on questions of law. Id. (citing UHS-Qualicare, Inc. v. Gulf Coast Community. Hospital, Inc., 525 So.2d 746, 754 (Miss.1987)).

ISSUES AND ANALYSIS

I. Whether the court erred in finding that it was undisputed that the contract between Eagle and Wendell was never signed.

¶8. Eagle asserts that the trial court ruled that there was no valid and binding contract between Eagle and Wendell without ever viewing the original contract to determine whether or not it had been signed. Eagle further asserts that the trial court knew that Wendell refused to produce the original contract, despite numerous requests for its production. Consequently, Eagle asserts that the trial *903 court committed substantial error by ruling on the issue without the benefit of knowing whether or not Wendell had in fact signed the contract.

¶9. We find that this issue is procedurally barred, as Eagle has failed to cite any legal authority in support of its position. It is the appellant's duty "to provide authority in support of an assignment of error." United Plumbing & Heating Co. v. Mosley,

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Cite This Page — Counsel Stack

Bluebook (online)
938 So. 2d 899, 2006 WL 2808151, Counsel Stack Legal Research, https://law.counselstack.com/opinion/eagle-management-llc-v-parks-missctapp-2006.