Syngenta Crop Protection, Inc. v. Monsanto Co.

908 So. 2d 121, 2005 WL 1869979
CourtMississippi Supreme Court
DecidedAugust 4, 2005
Docket2004-IA-00530-SCT, 2004-IA-00711-SCT, 2004-IA-00709-SCT
StatusPublished
Cited by19 cases

This text of 908 So. 2d 121 (Syngenta Crop Protection, Inc. v. Monsanto Co.) 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
Syngenta Crop Protection, Inc. v. Monsanto Co., 908 So. 2d 121, 2005 WL 1869979 (Mich. 2005).

Opinion

908 So.2d 121 (2005)

SYNGENTA CROP PROTECTION, INC.
v.
MONSANTO COMPANY.
Syngenta Seeds, Inc.
v.
Monsanto Company.
Dow AgroSciences, LLC
v.
Monsanto Company.

Nos. 2004-IA-00530-SCT, 2004-IA-00711-SCT, 2004-IA-00709-SCT.

Supreme Court of Mississippi.

August 4, 2005.

*122 Lawrence D. Wade, Greenville, Roechelle Ryann Morgan, Dan W. Webb, Tupelo, attorneys for appellant.

Charles M. Merkel, Jr., Clarksdale, J. Collins Wohner, Jr., William F. Goodman, Jr., Jackson, Bennie Lenard Richard, Charles Victor McTeer, Greenville, attorneys for appellee.

Before COBB, P.J., CARLSON and GRAVES, JJ.

CARLSON, Justice, for the Court.

¶ 1. We granted an interlocutory appeal in these three consolidated cases to consider the propriety of the trial court's entry of orders denying motions to quash subpoenas duces tecum issued at the request of a party to this litigation for service upon non-resident non-parties commanding them to produce documents located outside the State of Mississippi. Finding that the trial court committed error, as a matter of law, in the entry of these orders, we reverse these orders and render.

FACTS AND PROCEEDINGS IN THE TRIAL COURT

¶ 2. On January 18, 2000, Delta and Pine Land Company (Delta) sued the Monsanto Company (Monsanto) in the Circuit of the First Judicial District of Bolivar County, Mississippi. The complaint filed in circuit court contains numerous allegations of breach of contract for which Delta seeks a judgment against Monsanto for at least $2 billion in actual and punitive damages. Some of the allegations, as gleaned from the complaint, are that: (1) In 1997, Delta was the most successful cotton seed company in the nation, with a solid international reputation; (2) from July 1997, through April, 1998, Delta explored alternative strategic transactions with various companies in the industry; (3) with the aid of investment bankers, lawyers and numerous other advisors, Delta conducted due diligence and during this process, various companies, including Monsanto, received confidential information concerning Delta; (4) in May, 1998, Delta and Monsanto agreed in principle to a merger agreement which provided, inter alia, that Monsanto would acquire all outstanding Delta stock and Delta would "merge with and into Monsanto;" (5) Monsanto assured Delta that Monsanto would make diligent efforts to satisfy all demands made by the Department of Justice (DOJ) and the Federal Trade Commission (FTC) to allow the merger to pass muster in accordance with the provisions of the Hart-Scott-Rodino *123 Antitrust Improvements Act (HSR),[1] and all other relevant antitrust laws; (6) the merger agreement was finalized on May 8, 1998, however, over the course of the next year and a half, Monsanto "drug its feet" and never received DOJ and FTC antitrust clearance under the HSR, thus causing Monsanto to be liable for payment of a termination fee in the amount of $81 million pursuant to the terms of the merger agreement; (7) during the period of time that Monsanto was failing to diligently pursue antitrust clearance for the Delta/Monsanto deal, Monsanto negotiated and closed other corporate acquisitions which required Monsanto to seek and successfully receive antitrust clearance; (8) on December 20, 1999, Monsanto issued a press release announcing its official withdrawal of the filing seeking approval of the proposed Delta/Monsanto merger, faulting "continued delays in the [HSR] review and demands by the [DOJ];" (9) Monsanto's action caused Delta to suffer substantial damages by way of, inter alia, a significant reduction in the value of Delta's stock, damage to Delta's relationships with others in the industry, loss of opportunities to negotiate with other companies in the industry, and extreme loss of morale among Delta employees; and, (10) Monsanto did not pay the mandated termination fee of $81 million until Delta filed suit in a separate action.[2]

¶ 3. The twenty-three page trial court docket in today's case reveals that after suit was commenced, extensive discovery occurred between the parties. Some of this discovery was commenced and obtained by way of the issuance of letters rogatory and commissions for the issuance of subpoenas duces tecum.

¶ 4. However, on approximately April 14, 2003, April 18, 2003, and February 19, 2004, in connection with this pending litigation, Monsanto caused subpoenas duces tecum to be issued and served upon nonresident nonparties Syngenta Crop Protection, Inc. ("Syngenta Crop"), Dow AgroSciences LLC ("Dow"), and Syngenta Seeds, Inc. ("Syngenta Seeds") respectively through their registered agents in the State of Mississippi. Monsanto's explanation for this action is that it believes that these companies are in possession of voluminous documents which would aid Monsanto in defending Delta's claims that because of Delta's time and effort expended on what turned out to be a failed effort to consummate the merger agreement with Monsanto, Delta was unable to successfully enter into negotiations for mergers with other companies involved in the agricultural and chemical seed markets. These nonparties thereafter filed motions in the pending litigation to quash these subpoenas duces tecum, and on February 19, 2004, and March 26, 2004, the trial court entered orders denying the motions to quash; however, the trial court did make applicable to each nonparty a previously entered protective order regarding confidential documents. The trial court likewise stayed the effect of these orders and granted these nonparties' motions for certification of an interlocutory appeal to this Court.[3] By order entered on May 10, 2004, a three-justice panel of this Court granted these nonparties' petition for an interlocutory appeal, consolidated these *124 causes for appeal purposes, and directed the nonparties and parties in this interlocutory appeal to proceed consistent with the provisions of M.R.A.P. 10 & 11.

DISCUSSION

¶ 5. The trial court entered separate certification orders as to the nonparties, and while the issue certified is stated differently in each order, a review of these orders clearly reveals that the trial court deemed worthy of this Court's consideration via interlocutory appeal: "[W]hether, under Mississippi law, a non-resident, nonparty corporation located outside the State of Mississippi, whose [only] significant contact with Mississippi is its formal business registration and a registered agent for service of process, is subject to the subpoena power of the Mississippi courts." Thus the trial court's entry of orders denying the nonparties' motions to quash subpoenas duces tecum on the grounds as stated by the trial court presents to us a pure question of law. The standard of review for questions of law, such as questions concerning motions to quash subpoenas and personal jurisdiction of courts, is de novo. See Columbia Land Dev., LLC v. Secretary of State, 868 So.2d 1006, 1011 (Miss.2004); G.B. "Boots" Smith Corp. v. Cobb, 860 So.2d 774, 777 (Miss.2003); Sanderson Farms, Inc. v. Gatlin, 848 So.2d 828, 834 (Miss.2003); Burch v. Land Partners, L.P., 784 So.2d 925, 927 (Miss. 2001); State v. Bapt. Mem'l Hosp.-Golden Triangle, 726 So.2d 554, 557 (Miss.1998).

¶ 6. Syngenta Crop, Syngenta Seeds, and Dow are not parties to the underlying litigation. Syngenta Crop is incorporated under the laws of the state of Delaware and maintains its principal place of business in Greensboro, North Carolina. Thus, Syngenta Crop is neither incorporated in nor maintains its principal place of business in Mississippi.

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Bluebook (online)
908 So. 2d 121, 2005 WL 1869979, Counsel Stack Legal Research, https://law.counselstack.com/opinion/syngenta-crop-protection-inc-v-monsanto-co-miss-2005.