Trustmark National Bank v. Roxco Ltd.

82 So. 3d 573, 2011 WL 6091153, 2011 Miss. LEXIS 582
CourtMississippi Supreme Court
DecidedDecember 8, 2011
DocketNo. 2009-CA-00559-SCT
StatusPublished

This text of 82 So. 3d 573 (Trustmark National Bank v. Roxco Ltd.) 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
Trustmark National Bank v. Roxco Ltd., 82 So. 3d 573, 2011 WL 6091153, 2011 Miss. LEXIS 582 (Mich. 2011).

Opinion

KING, Justice, for The Court:

¶ 1. Roxco, Ltd., was hired as the general contractor for several public-construction projects for the State of Mississippi, including four building projects at the University of Mississippi, Jackson State University, and Alcorn State University. State law requires that a certain percentage of the cost of construction be retained to ensure completion. However, Mississippi Code Section 31-5-15 (Rev.2010) allows the contractor to access that retain-age by depositing with the State other acceptable security. Pursuant to Section 31-5-15, in order to access the retainage on its state-construction projects, Roxco substituted securities valued at $1,055,000. These securities were deposited in a safekeeping account at Trustmark National Bank. Upon being notified of Roxco’s default, the State instructed Trustmark to transfer the funds from the treasury bills into the state treasury account. By letter, Roxco directed Trustmark not to transfer [574]*574the funds from the treasury bills to the State’s account. Notwithstanding Roxco’s letter, Trustmark deposited the funds into the State’s account. Roxco filed suit against Trustmark for breach of contract and conversion in Hinds County Circuit Court. Trustmark argued that Section 31-5-15 permitted the release of the funds in the safekeeping account. A jury found in favor of Roxco and awarded $3,720,000 in damages. Aggrieved, Trustmark filed this appeal.1 Finding that the trial court should have granted the motion for judgment notwithstanding the verdict, we reverse and render.

FACTS AND PROCEDURAL HISTORY

¶ 2. Roxco is a former2 construction company, owned and operated by Benjamin Turnage, that contracted with the State to perform various public-construction projects throughout the State. In 1994, Roxco hired David Carter, a former employee of Trustmark, to act as its chief financial officer. Based on Carter’s recommendation, on April 26, 1996, Roxco opened a safekeeping account at Trust-mark. The safekeeping account was opened to purchase and hold treasury bills. The agreement governing the safekeeping account clearly stated that the “Bank will follow the specific written instruction of the depositor.” During his employment, Carter was authorized to interact with Trustmark concerning Roxco’s safekeeping account.

¶ 3. Throughout the next four years (1994-1998), Roxco was hired as the general contractor for numerous public-construction projects for the State, including four building projects at the University of Mississippi, Jackson State University, and Alcorn State University. During construction, Roxco attempted to substitute securities (certificates of deposit/treasury bills), pursuant to Mississippi Code Section 31-5-15, in lieu of the retainage being withheld by the State.

¶ 4. In order to effect this substitution of securities in lieu of the retainage, by letter dated April 11, 1996 Roxco authorized Trustmark to accept for safekeeping a United States Treasury bill and directed that the safekeeping receipt be sent to the State Treasurer’s Office. During the next several years, many similar and related documents were exchanged among Roxco, the Bureau of Buildings within the State Department of Finance and Administration Bureau, and Trustmark for this same purpose. With each transaction, Trust-mark entered on its books, and on the face of each treasury bill, that the securities were pledged to the State. Trustmark generated and provided, to both Roxco and the State, written safekeeping receipts, which reflected that the treasury bills were pledged to the State. It provided to the parties a monthly report of the safekeeping account, which reflected the specific treasury bills pledged to the State in lieu of retainage for specific contracts, information on the substitution of additional collateral when new contracts were secured, and the specific treasury bills purchased as replacements for matured treasury bills.

¶ 5. Early in 1998, Roxco began having a dispute with its bond company, American [575]*575Home Assurance Company. In October 1998, in a step towards resolution, Roxco agreed to write letters of default, to be held in trust by American Home Assurance Company, as a condition of receiving a $2,000,000 credit line. Only one month later, in November 1998, Roxco’s bond company mailed the default letters to the State. The State received the default letters, which were on Roxco’s company letterhead and signed by its president, informing it that Roxco “is in default” and that Roxco “irrevocably and voluntarily abandons and terminates” the four projects at the public universities. The State accepted the letters as Roxco’s voluntary default on the projects. At trial, Roxco claimed that the default letters were sent by its bond company and were “bogus.” However, in November 1998, Roxco ceased work on all of the state construction projects.

¶ 6. On April 9, 1999, the Bureau wrote then-State Treasurer Marshall Bennett and asked that he notify Trustmark of Roxco’s default and the need for the $1,055,000, the amount pledged in lieu of retainage, to be deposited into the State’s account. On April 12, 1999, Bennett forwarded the letter and the written receipts for the funds at issue to Trustmark and directed Trustmark to deposit the funds into the State’s account to be used to complete the four projects.

¶7. On April 14, 1999, after learning that State was attempting to collect the funds, Steve Williams, attorney for Roxco, notified Trustmark that the funds at issue were subject to a security agreement between Roxco and First Tennessee Bank and objected to the release of the funds to anyone other than First Tennessee Bank or Roxco.

¶ 8. On April 21, 1999, Trustmark officials met with State officials, including Bennett, and were provided copies of the default letters, which were signed by Rox-co and stated unequivocally that Roxco had irrevocably and voluntarily defaulted and abandoned the contracts. Trustmark complied with the State’s request and deposited the funds into the State’s account.

¶ 9. On April 2, 2002, Roxco filed suit against Trustmark in Hinds County Circuit Court for breach of contract, conversion, negligence, breach of duty of good faith and fair dealing, and breach of a fiduciary relationship. A jury found in favor of Roxco and awarded $8,720,000 in damages.

DISCUSSION

¶ 10. Trustmark raises the following issues on appeal: (1) Whether the trial judge erred in failing to grant Trustmark’s motions for directed verdict and judgment notwithstanding the verdict; (2) whether the trial judge erred in failing to grant Trustmark a new trial, given the overwhelming evidence contrary to the jury’s verdict; (3) whether the trial judge granted erroneous jury instructions; (4) whether Trustmark should be granted a new trial because the trial judge allowed inadmissible evidence and excluded admissible evidence; (5) whether the trial judge erred in failing to grant Trustmark’s request for a setoff against the jury verdict from Rox-co’s prior recovery in the settlement of the suit against the bonding company; and (6) whether the trial judge committed reversible error in failing to grant Trustmark’s request for a remittitur.

1. Directed Verdict and Judgment Notwithstanding the Verdict

¶ 11. Trustmark’s first issue can be resolved by determining whether Mississippi Code Section 81-5-15 permitted Trustmark to release the funds within the safekeeping account to the State. If Section 31-5-15 permitted the release of [576]

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Related

Finn v. State
978 So. 2d 1270 (Mississippi Supreme Court, 2008)
Buffington v. Mississippi State Tax Commission
43 So. 3d 450 (Mississippi Supreme Court, 2010)

Cite This Page — Counsel Stack

Bluebook (online)
82 So. 3d 573, 2011 WL 6091153, 2011 Miss. LEXIS 582, Counsel Stack Legal Research, https://law.counselstack.com/opinion/trustmark-national-bank-v-roxco-ltd-miss-2011.