Fuselier, Ott & McKee, PA v. Moeller

507 So. 2d 63, 3 I.E.R. Cas. (BNA) 197
CourtMississippi Supreme Court
DecidedApril 15, 1987
Docket55751
StatusPublished
Cited by24 cases

This text of 507 So. 2d 63 (Fuselier, Ott & McKee, PA v. Moeller) 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
Fuselier, Ott & McKee, PA v. Moeller, 507 So. 2d 63, 3 I.E.R. Cas. (BNA) 197 (Mich. 1987).

Opinion

507 So.2d 63 (1987)

FUSELIER, OTT & McKEE, P.A., Louis A. Fuselier, Emile C. Ott, and M. Curtiss McKee
v.
Armin J. MOELLER, Jr.

No. 55751.

Supreme Court of Mississippi.

April 15, 1987.
Rehearing Denied June 3, 1987.

*65 David W. Dogan, III, Charles L. Brocato, Heidelberg, Woodliff & Franks, Charles L. Brocato, Magruder, Montgomery, Brocato & Hosemann, Jackson, for appellant.

C. York Craig, Jr., Neville H. Boschert, Watkins, Ludlam & Stennis, Jackson, for appellee.

Before ROY NOBLE LEE, P.J., and ROBERTSON and GRIFFIN, JJ.

GRIFFIN, Justice, for the Court:

This case, concerning an employment contract, comes to the Court from the Chancery Court of the First Judicial District of Hinds County, Mississippi. The chancellor, sitting by special designation, entered a judgment for the appellee, Armin J. Moeller, Jr., in the amount of $150,413.66. We affirm in part and reverse in part.

On March 1, 1975, Armin Moeller began work with the labor law firm of Fuselier, Ott, McKee & Flowers. At this time, members of the firm told Moeller that, upon satisfactory performance, a partnership interest would be available in three years.

Delayed due to the partnership's incorporation, the firm offered Moeller four hundred shares of stock in the professional association, representing an ownership interest of somewhat less than 7.5%, during the Summer of 1978. To cover the purchase price of $16,880, Moeller borrowed funds from a Jackson bank. As a stockholder, Moeller was to receive the following benefits, documented at the time of the purchase: (1) a voice in the firm as a stockholder, (2) a recognized stake in the firm's success, (3) improved profit sharing, (4) trips to the A.B.A. Convention and Mid-Winter Meeting, (5) $8,694 in hard assets, (6) disability income with supplemental salary, and (7) $50,000 in life insurance with supplemental salary.

Consistent with his status as a stockholder, Moeller also became a contract employee of the firm. On August 1, 1978, he executed an Employment Agreement, which read in part:

11. Termination of Employment:
The Association may terminate this agreement without cause and at any time upon sixty days prior written notice to Employee and the Association shall only be obligated to continue to pay Employee the salary due him under this agreement up to the date of termination. Employee may terminate this agreement at any time upon sixty days prior written notice to the Association and the Association shall be obligated only to continue to pay Employee his said salary up to the date of termination. (emphasis added)

Throughout 1979 and 1980, discussions occurred within the firm concerning future stock purchases. Specifically, Moeller objected to the "serious problems" that he had encountered borrowing money at a high rate of interest. Since the stock's price was tied directly to the firm's annual billings, he also feared that, with inflation, its cost would become prohibitive. It was during this time that Moeller signed a second contract, called a Stock Redemption Agreement, providing:

2. Involuntary Termination.
a. In the event that a shareholder is involuntarily terminated by action of the Board of Directors or the Shareholders, his stock shall be immediately *66 redeemed by the Association. If the shareholder is involuntarily terminated within the space of twelve (12) months from the date that he initially became a shareholder in the Association, such shares shall be redeemed by the Association by paying to the terminated shareholder the entire purchase price paid by him for the share of stock which he initially purchased. All shares owned by a shareholder involuntarily terminated after the initial twelve (12) months period of being a shareholder shall be redeemed by the Association at seventy-five percent (75%) book value (on the accrual basis in conformity with generally accepted accounting principles) existing on the date of termination.

By the Fall of 1981, it was obvious that Moeller's views concerning the transfer of majority ownership to himself and other junior partners, differed substantially from those of the senior partners. As a result, relations within the firm soured, destroying morale, until the situation became "intolerable."

On March 31, 1982, the firm acted, delivering to Moeller the following letter:

Dear Armin:
Pursuant to your employment agreement with Fuselier, Ott, McKee & Moeller, P.A., your employment is herewith terminated effective May 30, 1982.
The Association herewith exercises its rights of redemption over your shares of stock in the Association pursuant to the Stock Redemption Agreement.
Yours truly, Fuselier, Ott, McKee & Moeller, P.A.

Moreover, Moeller was told to leave the office immediately, surrendering all firm property. He was not to return to the office for personal effects without permission. Later that afternoon, the firm changed the locks on the office door. As a result, Moeller suffered an acute emotional response.

At trial, the chancellor awarded Moeller $150,413.66, for breach of the Employment Agreement and the Stock Redemption Agreement, basing the latter upon a finding that the two contracts were so "intertwined" as to be the equivalent of a single accord, and for the tortious nature of the appellants' acts. An itemized list of damages includes the following:

I. Actual Damages for Breach of the Employment Agreement and the Stock
   Redemption Agreement
A. Two months' salary at $4,583.33 per month                  $ 9,166.66
B. Five weeks' accrued vacation                                 5,288.00
C. Price of Moeller's Stock                                    16,880.00
D. Interest paid by Moeller to purchase stock                   8,778.00
E. Moeller's share of undistributed $28,000.00 profit           4,500.00
F. Loss of 30% uninvested portion of pension and
   profit-sharing plan                                          3,111.00
G. Pension and profit-sharing contribution which was to have
   been made for fiscal year ending 2/28/83                     6,400.00
H. Trips to ABA Convention and Mid-Winter Meeting               8,700.00
I. 10% assessed value of Moeller's stock for failure to allow
   Moeller access to corporate books and records                1,688.00
J. Expense of relocating                                          402.00
                                                               _________
                                                              $64,913.66
II. Damages for the Tortious Breach of Contract and the Tortious
    Interference with Business Relationships
A. Punitive damages                                           $10,000.00
B. Attorney's fees and expenses incurred by attorneys          51,000.00
C. Loss of income suffered by Moeller                          12,000.00
D. Damages for mental anguish, emotional distress,
   humiliation and mental anxiety                              20,000.00
                                                               _________
                                                              $93,000.00

These amount to a sum of $157,913.66, minus $7,500.00 owed to the firm by Moeller, reflecting a promissory note and advance.

I.

CONTRACT DAMAGES

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Bluebook (online)
507 So. 2d 63, 3 I.E.R. Cas. (BNA) 197, Counsel Stack Legal Research, https://law.counselstack.com/opinion/fuselier-ott-mckee-pa-v-moeller-miss-1987.