Isle of Capri Casino, Inc. v. Silver Land, Inc.

132 So. 3d 588, 2013 WL 3186052, 2013 Miss. App. LEXIS 398
CourtCourt of Appeals of Mississippi
DecidedJune 25, 2013
DocketNo. 2012-CA-00054-COA
StatusPublished

This text of 132 So. 3d 588 (Isle of Capri Casino, Inc. v. Silver Land, Inc.) 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
Isle of Capri Casino, Inc. v. Silver Land, Inc., 132 So. 3d 588, 2013 WL 3186052, 2013 Miss. App. LEXIS 398 (Mich. Ct. App. 2013).

Opinions

GRIFFIS, P.J.,

for the Court:

¶ 1. Silver Land, Inc. filed this breach-of-contract lawsuit against Isle of Capri Casinos, Inc. (Isle of Capri) and Riverboat Corporation of Mississippi-Vieksburg (Riverboat-Vicksburg). The circuit court granted Silver Land’s motion for partial summary judgment as to liability, i.e., breach of contract. The issue of damages was presented to the jury, and the jury returned a verdict in the amount of $1,979,182. The motions for summary judgment filed by Isle of Capri and Riverboat-Vicksburg were denied.

¶ 2. On appeal, Isle of Capri and Riverboat-Vicksburg argue that it was error for the circuit court to enter a partial summary judgment as to liability, and that they were entitled to a judgment as a matter of law. Finding error, we reverse and render judgment in favor of Riverboat-Vicksburg and Isle of Capri.

FACTS

I. The Parties

¶ 8. Silver Land owns real property along the Mississippi River in Natchez, Mississippi. Silver Land leased this property for use in the gaming industry. Silver Land is owned or controlled by James M. Biglane, who also owns or controls a substantial interest in United Mississippi Bank (UMB). As a result of Biglane’s common ownership or control, Silver Land’s lease agreements provide that UMB must be allowed to provide automated teller machine (ATM) services to the gaming company that leases Silver Land’s real property.

¶ 4. Isle of Capri is a publicly held gaming corporation with a number of subsidiaries. Isle of Capri, through its subsidiaries, owns and operates casinos in six states, including Mississippi.

¶ 5. Riverboat-Vicksburg is a wholly owned subsidiary of Isle of Capri. It owned and operated the hotel and casino in Vicksburg that is at issue in this appeal.

¶ 6. Lady Luck Mississippi, Inc. (Lady Luck) began the operation of a casino in Natchez in 1991. Lady Luck executed the original lease with Silver Land and used the leased property in its casino operations. When the lease was executed, Lady Luck was owned by Lady Luck Gaming Corporation. In 1999, Isle of Capri acquired Lady Luck Gaming Corporation. As a result, Lady Luck became a subsidiary of Isle of Capri. Lady Luck’s name was changed to IOC-Natchez, Inc. on July 31, 2000. Despite the acquisition and name change, the same entity has continuously operated the Natchez casino since 1991. (The Natchez casino will be referred to as “Lady Luck” even though its actual legal name is IOC-Natchez, Inc.) Lady Luck is not a party to this litigation.

¶ 7. Legends Gaming, LLC (Legends), in 2006, purchased the Vicksburg casino from Riverboat-Vicksburg. Legends is not a parent, subsidiary, affiliate, joint [591]*591venturer or partner of Isle of Capri or Riverboat-Vicksburg. Since the purchase, Legends has continuously operated the Vicksburg casino. Legends is not a party to this litigation.

II. The Agreements

A. The Natchez Lease

¶ 8. On October 29, 1991, Silver Land and Lady Luck executed an agreement for the lease of real property in Natchez, Mississippi. The lease allowed Lady Luck to use Silver Land’s property in the operation of its riverboat-casino operations. The primary term of the lease was for forty years, which began on the date Lady Luck began operation of Lady Luck Casino on Silver Land’s property in Natchez.

¶ 9. On December 31, 1992, Silver Land and Lady Luck executed an “Amended and Restated Lease Agreement” (Amended Lease) for the lease of real property in Natchez, Mississippi. Section 17 of the Amended Lease granted Lady Luck the right to “convey and assign and sublease its rights which it acquires from Silver Land hereunder,” but limited the right to make such an assignment to only “any subsidiary or other affiliate or to any joint venturer or partnership in which Lady Luck or such other subsidiary or other affiliate is a joint venturer or partner.” Lady Luck also agreed to a specific limitation on its right to sublease or license portions of the leased premises to others. In consideration for the lease, Lady Luck agreed that UMB would have the exclusive right to operate ATMs on the leased premises of any vessel docked on the premises that Lady Luck owned or controlled.

¶ 10. In 1998, Lady Luck sought to move its riverboat casino from “Old Ferry Ramp” to the “Queen Ramp” “Under the Hill” in Natchez. As a result, on August 21, 1998, Lady Luck and Silver Land executed the “First Addendum to Amended and Restated Lease Agreement” (Addendum).

¶ 11. Under the Addendum, Lady Luck maintained the authority to assign its rights under the lease only to an affiliate, joint venture, or partnership in which Lady Luck or such subsidiary is a joint venturer or partner. However, Lady Luck’s right to sublease or license parts of the premises was amended to give Biglane the right to choose the banking institution to be used for the ATMs on any vessels owned or controlled by Lady Luck, its assignees, subsidiaries, affiliates, partners, or joint ventures or parties within Mississippi. Also, the Addendum provided that, if Lady luck exercised its limited right to convey, assign, or sublease its rights under the lease, the transfer would also be subject to the requirement to use the bank designated by Biglane for ATM services.

¶ 12. These three agreements (collectively referred to as the “Natchez Lease”) were between Silver Land and Lady Luck and only related to the Natchez property. When these agreements were executed, neither Isle of Capri nor Riverboat-Vicksburg had a relationship with Lady Luck. Legends has never had a relationship with Lady Luck.

¶ 13. On October 5, 1999, Isle of Capri purchased Lady Luck Gaming Corporation, the parent corporation of Lady Luck. As a result, Isle of Capri and Riverboat-Vicksburg became an “affiliate”1 of Lady [592]*592Luck under the Natchez Lease. At the time, Isle of Capri also owned and operated casinos in Lula, Natchez, Tunica, Vicksburg and Biloxi, Mississippi.

¶ 14. Shortly thereafter, counsel for Isle of Capri assured Silver Land that Isle of Capri intended to honor the Natchez Lease:

Isle of Capri intends to fully comply with all of Lady Luck’s lease obligations under the Silver Land Lease. Isle of Capri is willing to allow United Mississippi Bank to install its ATMs on its other vessels in the state provided we can reach an agreement regarding a “commercially reasonable rate” for the other vessels, and for Natchez and Coa-homa when the current contracts expire.

Biglane designated UMB to provide ATM services at all of the newly affiliated properties, including the Vicksburg casino.

B. The ATM Agreement

¶ 15. On October 31, 2001, Silver Land and Isle of Capri executed an “Automated Teller Machine Operation Agreement” (ATM Agreement). The ATM Agreement specifically referred to the Natchez Lease and provided that: “Isle hereby grants Silver Land exclusive rights to provide ATM services in hotel and theater pavilions at Tunica and Vicksburg in addition to rights currently possessed by Silver Land to provide such service on all vessels at all casino locations in Mississippi.” The ATM Agreement acknowledged that Isle of Capri could not grant exclusive rights to its Biloxi casino due to an existing contract. The ATM Agreement provided:

1.

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Bluebook (online)
132 So. 3d 588, 2013 WL 3186052, 2013 Miss. App. LEXIS 398, Counsel Stack Legal Research, https://law.counselstack.com/opinion/isle-of-capri-casino-inc-v-silver-land-inc-missctapp-2013.