Tel-Com Mgmt., Inc. v. Waveland Resort Inns, Inc.

782 So. 2d 149, 2001 WL 83947
CourtMississippi Supreme Court
DecidedFebruary 1, 2001
Docket2000-CA-00014-SCT
StatusPublished
Cited by23 cases

This text of 782 So. 2d 149 (Tel-Com Mgmt., Inc. v. Waveland Resort Inns, Inc.) 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
Tel-Com Mgmt., Inc. v. Waveland Resort Inns, Inc., 782 So. 2d 149, 2001 WL 83947 (Mich. 2001).

Opinion

782 So.2d 149 (2001)

TEL-COM MANAGEMENT, INC.
v.
WAVELAND RESORT INNS, INC. d/b/a Holiday Inn Waveland.

No. 2000-CA-00014-SCT.

Supreme Court of Mississippi.

February 1, 2001.
Rehearing Denied April 12, 2001.

*150 Gail A. Crowell, Biloxi, for Appellant.

Carter O. Bise, Gulfport, for Appellee.

EN BANC.

McRAE, Presiding Justice, for the Court:

¶ 1. This case is on appeal from a judgment denying full faith and credit to a foreign judgment from Louisiana involving a Mississippi corporation and a contract executed in Mississippi. In negotiations both parties agreed that the forum for any suit based on the contract would be Louisiana. Tel-Com Management, Inc. ("Tel-Com") filed suit in Louisiana and obtained process on Waveland Resorts Inns, Inc., d/b/a Holiday Inn Waveland ("Waveland"), a Mississippi corporation, and Waveland failed to respond to the process. Tel-Com obtained a default judgment against Waveland on September 29, 1998. Tel-Com proceeded to enroll this judgment in the Circuit Court of Hancock County but the trial judge dismissed the lawsuit finding the judgment to be improper and void and further ordered the judgment to be stricken from the judgment rolls. The primary question before us is whether two commercial sophisticated corporations can decide what forum is to resolve any and all disputes after an arms length contract is negotiated. We hold that they can. We reverse the trial court and remand with instructions to enroll the judgment.

STATEMENT OF THE FACTS

¶ 2. On or about January 17, 1997, Waveland Resort Inns, Inc., d/b/a Holiday Inn Waveland ("Waveland"), entered into a contract with Tel-Com Management, Inc. ("Tel-Com"), in which Tel-Com agreed to design and operate a telephone operating system for Waveland. Waveland is a Mississippi corporation with its principal place of business in Mississippi, and Tel-Com is a Louisiana corporation with its principal place of business in Louisiana. The contract signed by the two parties was called the "Operator Service Agreement," and it contained a forum selection clause on page 2, section 6, which is not in fine print. The forum selection clause stated that, "this Agreement shall be interpreted in accordance with the State of Louisiana. It is agreed by the parties hereto that any cause of action or suit based upon this agreement must be brought in the State of Louisiana, Parish of East Baton Rouge." The operator service agreement consisted of two pages.

¶ 3. Mark Landry ("Mark"), president of Tel-Com, and Paul Landry ("Paul"), an employee of Tel-Com, met with William R. Lady ("Lady"), president of Waveland, and gathered information for a telephone operating system to be designed and installed for Waveland. After this initial meeting, Mark and Paul returned to their offices in Louisiana and spent approximately 52 hours designing and preparing the operating system. Mark and Paul returned to Waveland, presented the system to Lady, and the above contract was signed.

¶ 4. After the contract was executed, the system was installed at Waveland's Holiday Inn. Technical support was provided to Waveland via telephone calls made by Lady and Glenda Schneider ("Schneider"), general manager of the Holiday Inn, to Louisiana. Waveland also sent faxes and *151 mail to Tel-Com from Mississippi to Louisiana.

¶ 5. On or about August 12, 1997, Lady sent a letter to Paul terminating the contract. Tel-Com sued for breach of contract in the Nineteenth Judicial District Court of the East Baton Rouge Parish in Louisiana. Process was had on Waveland, but it did not appear or answer. Tel-Com obtained a default judgment upon Waveland dated September 29, 1998. On March 1, 1999, Tel-Com filed an "Affidavit of Filing Foreign Judgment and Proof of Mailing to Judgment-Debtor" and a "Notice of Filing of Foreign Judgment" in the Circuit Court of Hancock County in Mississippi. Waveland then filed a Response to Summons for Post-Judgment Debtor Examination which included a Motion to Quash the judgment on April 30, 1999. Waveland asserted in its Response that the trial court of Louisiana lacked personal jurisdiction over Waveland, and the judgment rendered by that court should be vacated. In an order dated October 21, 1999, Circuit Court Judge Vlahos held the judgment of the Louisiana court void and improper. The judge further ordered the judgment stricken from the judgment rolls of Mississippi.

STANDARD OF REVIEW

¶ 6. When the issue presented is one of law instead of one of fact, the standard of review is de novo review. Ellis v. Anderson Tully Co., 727 So.2d 716, 718 (Miss.1998). The main issue presented is whether a Louisiana judgment received by a nonresident corporation over a Mississippi corporation should be enforced and given full faith and credit. A secondary issue is whether the Louisiana court had personal jurisdiction over the Mississippi resident to order the judgment. Therefore, the correct standard of review for this case is de novo review.

STATEMENT OF THE ISSUES
I. WHETHER A FOREIGN JUDGMENT OBTAINED BY A FOREIGN CORPORATION UPON A MISSISSIPPI CORPORATION SHOULD BE ENFORCED BY FULL FAITH AND CREDIT IN THE STATE OF MISSISSIPPI.
II. WHETHER THE DISTRICT COURT OF LOUISIANA HAD PERSONAL JURISDICTION OVER WAVELAND PURSUANT TO THEIR LONG ARM STATUTE.
III. WHETHER ENFORCEMENT OF THE FORUM SELECTION CLAUSE WOULD VIOLATE THE PUBLIC POLICY OF MISSISSIPPI.
IV. WHETHER ENFORCEMENT OF THE FORUM SELECTION IS CONSISTENT WITH THE PUBLIC POLICY OF LOUISIANA.

DISCUSSION

I. A FOREIGN JUDGMENT OBTAINED BY A FOREIGN CORPORATION UPON A MISSISSIPPI CORPORATION SHOULD BE ENFORCED BY FULL FAITH AND CREDIT IN THE STATE OF MISSISSIPPI WHEN THE FOREIGN COURT HAS PERSONAL JURISDICTION OVER THE PARTIES AND THE CONTRACT IS NOT AN ADHESIVE CONTRACT.

¶ 7. The foreign judgment Tel-Com received from the District Court of the East Baton Rouge Parish, Louisiana, should be enforced by full faith and credit because the contract between the parties, two commercial entities, contained a valid and enforceable forum selection clause. Forum selection clauses have increased in acceptability with the growth of interstate and international commerce. In the leading case of M/S Bremen v. Zapata Off-Shore *152 Co., 407 U.S. 1, 92 S.Ct. 1907, 32 L.Ed.2d 513 (1972), the Supreme Court stated that a "freely negotiated private international agreement" should be given full effect unless compelling reasons exist not to. Among these compelling reasons are fraud, undue influence, or overwhelming bargaining power. Id. at 12, 92 S.Ct. 1907. Although the Bremen case enforced a forum selection clause in a maritime contract, the same principle has been extended to other contexts. See Hunter Distrib. Co. v. Pure Beverage Partners, 820 F.Supp. 284, 286 (N.D.Miss.1993) (citing Seattle-First Nat'l. Bank v. Manges, 900 F.2d 795, 799 (5th Cir.1990); In re Fireman's Fund Ins. Cos., 588 F.2d 93, 95 (5th Cir.1979)).

¶ 8. The facts of the Hunter case, supra, are similar to the facts of the present case. In Hunter,

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

Related

Thompson v. Brew Culture, LLC
S.D. Mississippi, 2025
In re Windham
568 B.R. 263 (N.D. Mississippi, 2017)
Glory Rigsby v. American Credit Counselors, Inc.
215 So. 3d 526 (Court of Appeals of Mississippi, 2017)
Dunn v. Yager
58 So. 3d 1171 (Mississippi Supreme Court, 2011)
Estate of Perry v. Perry
61 So. 3d 193 (Court of Appeals of Mississippi, 2010)
Sharon W. Dunn v. John G. Yager, M.D.
Mississippi Supreme Court, 2009
Long Beach Auto Auction v. United SEC.
936 So. 2d 351 (Mississippi Supreme Court, 2006)
J.E.W. v. T.G.S.
935 So. 2d 954 (Mississippi Supreme Court, 2006)
Sealy v. Goddard
910 So. 2d 502 (Mississippi Supreme Court, 2005)
Titan Indemnity Co. v. Hood
895 So. 2d 138 (Mississippi Supreme Court, 2004)
Republic Finance v. Cauthen
343 F. Supp. 2d 529 (N.D. Mississippi, 2004)
American General Financial Services, Inc. v. Griffin
327 F. Supp. 2d 678 (N.D. Mississippi, 2004)
Washington Mutual Finance Group, LLC v. Bailey
364 F.3d 260 (Fifth Circuit, 2004)
Head & Engquist Equipment, L.L.C. v. Penelore Corp.
864 So. 2d 1025 (Court of Appeals of Mississippi, 2004)
Frierson v. Delta Outdoor, Inc.
794 So. 2d 220 (Mississippi Supreme Court, 2001)

Cite This Page — Counsel Stack

Bluebook (online)
782 So. 2d 149, 2001 WL 83947, Counsel Stack Legal Research, https://law.counselstack.com/opinion/tel-com-mgmt-inc-v-waveland-resort-inns-inc-miss-2001.