Pope v. Sorrentino

992 So. 2d 1194, 2008 WL 1724013
CourtCourt of Appeals of Mississippi
DecidedApril 15, 2008
Docket2005-CA-02338-COA
StatusPublished

This text of 992 So. 2d 1194 (Pope v. Sorrentino) 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
Pope v. Sorrentino, 992 So. 2d 1194, 2008 WL 1724013 (Mich. Ct. App. 2008).

Opinion

992 So.2d 1194 (2008)

Barry POPE, Individually and as a Shareholder of Worldwide Forest Products, Inc., et al., Appellants,
v.
Brian SORRENTINO, Dale Hill, Worldwide Forest Products, Inc., Kemper Pressure Treated Forest Products, Inc., Life2k.Com, Inc., Algonquin Acquisition Corporation, Generation Acquisition Corporation, Syndicationnet.Com, Inc. and Castle Securities Corporation, Appellees.

No. 2005-CA-02338-COA.

Court of Appeals of Mississippi.

April 15, 2008.
Certiorari Denied October 23, 2008.

*1195 Clarence McDonald Leland, Jackson, attorney for appellants.

Sam Starnes Thomas, H.D. Granberry, attorneys for appellees.

Before MYERS, P.J., CHANDLER, GRIFFIS and CARLTON, JJ.

*1196 CHANDLER, J., for the Court.

¶ 1. The Circuit Court of Madison County granted summary judgment against Barry Pope, finding that the claims he asserted against the Appellees were barred by the applicable statute of limitations. Aggrieved, Pope appeals. He argues that summary judgment was not proper because the statute of limitations did not bar his claims and because there were issues of material fact. He also argues the circuit court should not have awarded attorney's fees to the Appellees.

¶ 2. Finding no error, we affirm.

FACTS

¶ 3. Pope, individually and as a shareholder of Worldwide Forest Products, Inc., filed a complaint on November 26, 2001, in the Circuit Court of Madison County. The complaint named the following as defendants: Brian Sorrentino; Dale Hill; Worldwide Forest Products, Inc.; Kemper Pressure Treated Forest Products, Inc.; Life2K.com, Inc.; Algonquin Acquisition Corporation; Generation Acquisition Corporation; Syndication Net.com, Inc.; and Castle Securities Corporation.

¶ 4. On January 6, 2003, Pope also filed an amended complaint. The complaint alleged negligent supervision, securities fraud, fraud, negligent misrepresentation, negligence and breach of fiduciary duties, tortious breach of contract, willful and knowing inducement to breach contracts and tortious interference with contractual rights, inducement and breach of oral contract, bad faith breach of contract, constructive trust, intentional and negligent infliction of emotional distress, and civil conspiracy.

¶ 5. Pope's current claim stems from his settlement of a prior lawsuit against Worldwide and its former president, David Wise. In that lawsuit, Pope alleged that he and Worldwide reached an agreement in 1991, providing that Pope would promote Worldwide in order to raise its stock price so it would be eligible to be traded on the NASDAQ stock exchange. In exchange, Pope was to receive shares and stock warrants in Worldwide. Pope claimed that Worldwide again contracted for his services the following year.

¶ 6. According to Pope, he learned in 1994 that Wise and Sorrentino, who raised money for Worldwide and later became an officer of the corporation, were liars and that they planned to defraud Pope out of his contracts with Worldwide. Upon learning that Worldwide was not going to honor his contracts, Pope filed a civil lawsuit against the company. In 1996, the parties negotiated a settlement, which the court memorialized in a consent order and an amended consent order. The amended consent order provided that Worldwide would issue Pope 30,000 shares of stock and 150,000 one dollar stock warrants.[1]

¶ 7. It is this consent order that Pope claimed was induced by fraud. According to Pope, he only agreed to the settlement because he was shown a "firm commitment letter" from Castle stating that it would underwrite Worldwide's stock offering. According to Pope, the letter guaranteed that Castle would buy Worldwide shares for five dollars per share in the event the stock did not reach the projected offering price. Pope alleged that Sorrentino told him that Worldwide would go public in January 1997, but the parties included no such agreement in the consent order or the amended consent order.

*1197 ¶ 8. Later in 1996, following entry of the consent order, Worldwide was involved in two more lawsuits. One lawsuit was an involuntary bankruptcy lawsuit against Worldwide, and the other was a lawsuit by Worldwide against its former president, Wise, alleging that he took money from the corporation. Pope claimed that, prior to and throughout these trials, Sorrentino continued to assure him that Worldwide would comply with the consent order and the public offering would go through as soon as the lawsuits were resolved.

¶ 9. In November 1996, the National Association of Securities Dealers (NASD) sent a letter to Worldwide informing the company that its public offering was put on hold pending approval of its registration statement. Four days later, Pope mailed a letter to Castle in which he offered to sell his Worldwide shares to Castle for a price less than what he believed Castle committed to pay in the underwriting agreement.

¶ 10. Nevertheless, Pope claimed he relied on Sorrentino's assertions throughout the trials, and he believed Sorrentino and Worldwide would honor the amended consent order once the lawsuits concluded. Worldwide's lawsuit against Wise concluded in January 1999, but Pope said he did not find out about the verdict until the next month.

¶ 11. When Pope learned that Worldwide's lawsuit had concluded, he said he inquired into when the company would go public. He claimed that he learned Sorrentino never intended to take Worldwide public and that Sorrentino had lied to him. Instead of working on the Worldwide public offering, Pope alleged Sorrentino had been secretly converting Worldwide investors' shares into shares of Kemper. Pope said he began to hear about such stock conversions in the middle of 1998.

¶ 12. Pope said he also found out that Worldwide was saddled with massive Environmental Protection Agency (EPA) liability from prior contamination of the factory site, which prevented it from going public. He claimed that Sorrentino knew about the liability all along and, therefore, knew that Worldwide could never go public. Pope claimed he learned about all of Sorrentino's wrongdoings in April 1999, and he filed the present lawsuit on November 26, 2001.

¶ 13. The circuit court granted two motions for summary judgment, one made by Castle and the other by the remaining Appellees except Worldwide (Sorrentino Appellees). Later, the circuit court issued an amendment to clarify the original judgment. In the amended judgment, the circuit court charged Pope with knowledge of his claim against Castle prior to November 1998. It found that, according to the letter Pope wrote to Castle in 1996, Pope was familiar with the terms of the Castle-Worldwide contract and with the fact that certain contingencies had to be fulfilled for the contract to come to fruition. Similarly, the circuit court found that Pope had knowledge of the breaches of Pope's contract and agreed judgment by Worldwide and Sorrentino.

¶ 14. The court concluded that Pope's claims accrued more than three years prior to November 26, 2001, the date on which he filed his initial complaint. Accordingly, the court dismissed Pope's claims with prejudice. Following entry of the final judgment, the court granted Pope an extension of time to appeal, during which he timely filed this appeal.

STANDARD OF REVIEW

¶ 15. This Court will review a grant or denial of a motion for summary judgment under a de novo standard. Partin v. N. Miss. Med. Ctr., Inc., 929 So.2d 924, *1198 928(¶ 13) (Miss.Ct.App.2005) (quoting Williamson ex rel. Williamson v. Keith, 786 So.2d 390, 393(¶ 10) (Miss.2001)).

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Cite This Page — Counsel Stack

Bluebook (online)
992 So. 2d 1194, 2008 WL 1724013, Counsel Stack Legal Research, https://law.counselstack.com/opinion/pope-v-sorrentino-missctapp-2008.