Griffith v. Griffith

997 So. 2d 218, 2008 WL 5064921
CourtCourt of Appeals of Mississippi
DecidedDecember 2, 2008
Docket2006-CA-01849-COA
StatusPublished
Cited by12 cases

This text of 997 So. 2d 218 (Griffith v. Griffith) 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
Griffith v. Griffith, 997 So. 2d 218, 2008 WL 5064921 (Mich. Ct. App. 2008).

Opinion

997 So.2d 218 (2008)

Thomas C. GRIFFITH, Appellant/Cross-Appellee
v.
Harry GRIFFITH, Appellee/Cross-Appellant.

No. 2006-CA-01849-COA.

Court of Appeals of Mississippi.

December 2, 2008.

*220 Renee M. Porter, attorney for appellant.

T. Jackson Lyons, Jackson, attorney for appellee.

Before KING, C.J., IRVING and CHANDLER, JJ.

KING, C.J., for the Court.

FACTS AND PROCEDURAL HISTORY

¶ 1. The Ray Griffith Company, Inc. (RGC), began in the 1950s in Columbia, Mississippi when Ray Griffith purchased the rights to a patent to manufacture a pecan picker. In 1992, RGC was devised to Ray's two sons, Tom and Harry Griffith. Tom was given direct ownership of three shares of the company, and Harry was given direct ownership of two shares of the company. Additionally, a trust was set up in each sons' name with each trust holding eighty-seven and one-half shares.

¶ 2. Tom operated RGC from 1983 to 1990. In 1990, the board of directors appointed Harry as president of RGC and authorized Harry to receive $1,000 per month in compensation. In addition, the board decided that all company checks must be signed by two people — Harry and Steve Gray, a certified public accountant and the treasurer of RGC. In 1992, Tom was appointed the vice-president of RGC and served in this capacity until 2002.

¶ 3. During his time as president of RGC, Harry also owned and operated two other businesses — Woodstock Toys and Custom Powder Coat. Custom Powder Coat was actually used to coat the pecan pickers manufactured by RGC. In addition to its work for RGC, Harry also planned to contract work for Custom Powder Coat with other companies. Tom approved this project.

¶ 4. Business was going well for RGC. However, in September 2000, a customer cancelled a shipment of pecan pickers because he had found a cheaper supplier. Harry investigated the matter and discovered that a competitor was selling "knock-off" pecan pickers, which were manufactured in China, for two dollars less than RGC's price. Harry asked Tom if RGC could also purchase the cheaper pecan pickers, but Tom declined.

¶ 5. Every year, Tom and Harry would split RGC's dividends. However, in the *221 late 1990s, Tom noticed that RGC's dividends were decreasing. Tom asked Harry about the decline, and Harry explained that RGC's overhead costs had increased, which contributed to the decrease in dividends. Tom accepted Harry's representations as true and did not inquire further into the matter.

¶ 6. In January 2001, Tom asked Harry how much money would be available for dividends that year. Harry informed Tom that there would not be any dividends that year because of the increased overhead costs. This time, Tom decided to check the company's books. Tom discovered that Harry had been using RGC's account for his personal expenses and expenses related to Harry's other two businesses. Tom also discovered that the checks written on RGC's account had not been signed by Gray as mandated by the board.

¶ 7. On June 17, 2002, Tom filed suit against Harry, alleging conversion and breach of fiduciary duty. Tom also requested an accounting regarding RGC's funds and a temporary restraining order against Harry. Upon the chancellor's order, an emergency shareholders' meeting was held at which Harry was removed as president of RGC, and Tom was appointed as temporary receiver and authorized to take control of the management of the company. The chancellor also granted the temporary restraining order, which prohibited Harry from using RGC's records and property. After Harry was removed as president of RGC, he began his own company named Pecans, Etc., which sold the cheaper pecan pickers that were manufactured in China. Tom later amended his complaint to add the claim that Harry usurped a corporate opportunity.

¶ 8. During the trial, Harry admitted that he had charged some of his personal expenses to RGC's account. However, Harry maintained that out of those personal expenses, his cell phone bill, car repairs, gas, and health insurance were necessary business expenses. Tom disputed this assertion. Harry also admitted that he used some of RGC's funds for expenses related to his other two businesses. However, Harry maintained that RGC was reimbursed for these funds.

¶ 9. The chancellor appointed a certified public accountant (CPA) to investigate RGC's financial records. The CPA testified that he could not make a proper interpretation of RGC's financial records because of RGC's poor bookkeeping. However, the CPA found that Harry had charged $54,490 in personal expenses to RGC's account. Using RGC's past tax returns, the CPA estimated that over the years, Tom's share of profits should have been approximately $138,000.

¶ 10. The chancellor found that Harry misappropriated corporate funds and breached his fiduciary duty to Tom. The chancellor awarded Tom $27,245, which represented one-half of the amount Harry charged to RGC's account in personal expenses. The chancellor stated that the poor bookkeeping made it impossible for the court to determine what funds were actually used for legitimate business purposes and what funds Harry had actually reimbursed to RGC.

¶ 11. Aggrieved, Tom filed a motion to alter or amend the judgment, requesting the chancellor to do the following: (1) award him damages for Harry's misappropriation of a corporate opportunity, (2) order Harry to pay for the funds unaccounted for and missing from the corporate account, (3) prohibit Harry from further competing with RGC, and (4) award him attorney's fees. The chancellor declined to award Tom additional compensatory damages, finding that there was not any clear and convincing evidence showing what the missing funds were actually used for and *222 what funds Harry had actually reimbursed. However, the chancellor found that Harry's operation of RGC was so wanton and aggravated as to warrant an award of punitive damages in the amount of $50,000 and an award of attorney's fees in the amount of $5,000.

¶ 12. Now, both Tom and Harry appeal from the chancellor's judgment. Tom argues that the chancellor erred by not awarding him damages that would fully compensate him for Harry's misappropriation of RGC's funds. Tom also requests interest, attorney's fees, and damages based upon Harry's misappropriation of a corporate opportunity. Harry argues that the chancellor's ruling that he usurped a corporate opportunity should be reversed because Tom failed to seek leave of court to amend his complaint to include this claim, and Tom rejected the corporate opportunity, which is a complete defense to the claim.

ANALYSIS

¶ 13. This Court reviews a chancellor's findings of fact under an abuse of discretion standard of review. See Speetjens v. Malaco, Inc., 929 So.2d 303, 308(¶ 4) (Miss. 2006) (citing Longanecker v. Diamondhead Country Club, 760 So.2d 764, 767(¶ 7) (Miss.2000)). Therefore, this Court will not disturb a chancellor's findings when supported by substantial evidence unless the chancellor abused his discretion, was manifestly wrong, or applied an erroneous legal standard. Id.

I. Whether the chancellor erred in his award of damages to Tom.

¶ 14. Tom complains that the chancellor failed to fully compensate him for Harry's wrongdoings.

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

Related

Lou v. Ochello
S.D. Mississippi, 2022
Lauderdale v. DeSoto County Ex Rel. Board of Supervisors
196 So. 3d 1091 (Court of Appeals of Mississippi, 2016)
Ronnie Robertson v. Jean A. Catalanotto
205 So. 3d 666 (Court of Appeals of Mississippi, 2016)
Ernest Lane, III v. Ronald D. Lampkin
176 So. 3d 62 (Court of Appeals of Mississippi, 2014)
Rodrigue v. Rodrigue
172 So. 3d 1176 (Court of Appeals of Mississippi, 2014)
Eaton Corp. v. Brown
130 So. 3d 1131 (Court of Appeals of Mississippi, 2013)
Myrick v. Myrick
122 So. 3d 93 (Court of Appeals of Mississippi, 2013)
Benal v. Benal
22 So. 3d 369 (Court of Appeals of Mississippi, 2009)
Montgomery v. Montgomery
20 So. 3d 39 (Court of Appeals of Mississippi, 2009)
In Re Estate of Thomas
28 So. 3d 627 (Court of Appeals of Mississippi, 2009)
Ryals v. Bertucci
26 So. 3d 1090 (Court of Appeals of Mississippi, 2009)

Cite This Page — Counsel Stack

Bluebook (online)
997 So. 2d 218, 2008 WL 5064921, Counsel Stack Legal Research, https://law.counselstack.com/opinion/griffith-v-griffith-missctapp-2008.