Ernest Lane, III v. Ronald D. Lampkin

234 So. 3d 338
CourtMississippi Supreme Court
DecidedJuly 20, 2017
DocketNO. 2016-CA-00941-SCT
StatusPublished
Cited by8 cases

This text of 234 So. 3d 338 (Ernest Lane, III v. Ronald D. Lampkin) 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
Ernest Lane, III v. Ronald D. Lampkin, 234 So. 3d 338 (Mich. 2017).

Opinion

CHAMBERLIN, JUSTICE,

FOR THE COURT:

¶ 1. The Chancery Court of Warren County, First Judicial District, found that Ronald Lampkin had breached his fiduciary duties to Limestone Products, Inc. (“Limestone”). 1 Lampkin and James Old-rum Smith'Jr. jointly owned and operated Limestone with a line of credit personally guaranteed by each of them. Upon Smith’s death and his estate’s refusal to guarantee the line of credit, Lampkin formed Delta Stone, a new corporation which operated on the same property, used the same facilities, and sold rock to the same clients to whom Limestone had sold.

¶ 2. Lampkin sought a declaratory judgment against'the estate that he was not violating his fiduciary duties to Limestone. The executors of the estate counterclaimed for lost profits arid attorney’s fees. At the liability stage of the bifurcated trial, the chancellor determined that Lampkin had breached his fiduciary duty to Limestone by usurping a corporate opportunity. In the damages, stage of the trial, the chan *342 cellor considered expert testimony, awarded damages, and denied the executors’ request for attorney’s fees, expert-witness fees, and punitive damages. The executors appealed and the Court of Appeals affirmed. Lane v. Lampkin, 176 So.3d 62, 75 (Miss. Ct. App. 2014) (Lampkin I). This Court granted certiorari, reversed the Court of Appeals and found that the chancellor had abused his discretion in calculating the damages award. Lampkin II, 175 So.3d at 1231. This Court remanded for the chancellor to re-evaluate damages. Id.

¶ 3. On remand, the chancellor reassessed the damages due to Limestone as a result of Lampkin’s breach of his fiduciary duties. Aggrieved, the executors appeal again. As explained below, we affirm in part and reverse and render in part.

FACTS AND PROCEDURAL HISTORY

¶ 4. Quoting from Lampkin II:

In 1995, Lampkin and Smith formed Limestone, which they operated on land they jointly owned in Warren County. Lampkin and Smith each owned a one-half interest in the corporation, which bought and sold rocks. Lampkin also owned Lampkin Construction, which became one of Limestone’s biggest customers.
For ten years, Limestone operated on a line of credit personally guaranteed by both Lampkin and Smith. The line of credit was set to expire in September 2006. In August 2006, Smith died, and his stock in the corporation and his interest in the real property transferred to the Estate. Prior to the expiration of Limestone’s line of credit, Lampkin secured an extension until December 8, 2006, to provide the Estate with time to determine whether it would guarantee the loan. Between September 2006 and December 2006, the parties discussed renewing the line of credit. However, the Estate failed to provide a guarantee before the deadline. Lampkin then formed a new corporation, Delta Stone, which began operating in January 2007. Delta Stone performed the same functions as Limestone, and through his new company, Lampkin completed Limestone’s contracts and satisfied its debt obligations.
Lampkin filed a lawsuit against the Executors in Warren County Circuit Court,... The Executors filed a counterclaim against Lampkin for present and future profits the corporation lost due to Lampkin’s actions and for at-tomey[’]s[ ] fees. [Ojne of the [Ejxecú-tors[ ] also filed a motion to transfer the matter to Warren County Chancery Court.
The circuit court judge entered an order finding the matter to be proper for a declaratory judgment. Further finding that the chancery court possessed proper jurisdiction over the subject matter of the declaratory-judgment action, the circuit court judge granted the motion to transfer the matter to chancery court. In an order entered by the Warren County Chancery Court, all the chancellors recused themselves from the case, and the Mississippi Supreme Court appointed a special judge to preside over the proceedings.
[[Image here]]
Following the chancellor’s ruling that Lampkin breached his fiduciary duty to Limestone by starting Delta Stone and usurping a corporate opportunity, the parties presented evidence as to the damage that resulted from Lamp-kin’s breach of duty. Both parties hired an expert to testify as to the valuation of Limestone. Lampkin *343 hired Brent Saunders, and the Executors hired James Koerber. The chancellor accepted both experts as certified public accountants and experts in the field of business valuation.
... Koerber’s expert report indicated that between 2000 and 2007, Limestone’s average net income was $20,914.00. Koerber opined that, in total, 649,203 tons of rock were diverted from Limestone between 2003 and 2011. This unreported rock was, beginning in 2007, diverted to Delta Stone: “you’ve got all of this unreported rock that went through say Delta [S]tone and then some that should have been attributable to Limestone.” Based on the unreported rock, Koerber testified that Limestone had incurred lost-profit damages of $1,095,281. Additionally, Koerber calculated that the lost-profit damages from 2011 through 2012 had been $270,804.00, which he based on “the average of 2007, 2008, 2009, and 2010’s lost profits.” Koerber estimated that lost profits amounted to $1,366,085, which he rounded down to $1,366,000. He then added $169,129 to that figure, to account for loss of assets, bringing the total loss to $1,535,129. The chancellor indicated in his valuation order that “the Smith estate’s portion, based on Koerber’s figures, would be $767,564.50,”
Saunders, Lampkin’s expert, testified that the rock was not “unreported,” as Koerber had stated, but that Lampkin had “moved the tons from Limestone to Delta Stone.” According to Saunders, the tons of rock “may be unreported in Limestone but we’ve got a accounting and analysis” which shows that “they just moved over to Delta Stone because [Lampkin] kept on running the thing just like he was doing before.” Instead of conducting a lost-profits analysis, Saunders conducted a valuation of the “net book value” of Limestone. As of 2006, the year Smith died, Saunders opined that the net book value was $165,000. The 2007 valuation, according to Saunders, was $156,000: According to the chancellor, “[a]fter deductions, Saunders addéd the value of the corporation’s remaining assets” and “arrived at a total net book value of $125,546.32.” Saunders stated that $62,773.16 was owed to the Smith estate.
The chancellor then conducted an independent assessment of the damages, which he chronicled in a Judgment on Valuation of Business. He acknowledged Saunders’s calculation of net book value, including deductions, at $125,546.32. He opined that “in making an assessment of lost 'profits from January 1, 2008[,] forward the more fair assessment of damages would be that of historical lost profits.” He then took into consideration Koerber’s calculation of average yearly net income of $20,914, multiplied that figure by five, representing the years 2008 through 2012, and concluded that the “historical lost profits” amounted to-$104,570.

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Cite This Page — Counsel Stack

Bluebook (online)
234 So. 3d 338, Counsel Stack Legal Research, https://law.counselstack.com/opinion/ernest-lane-iii-v-ronald-d-lampkin-miss-2017.