Justia Corporate Compliance Opinion SummariesArticles Posted in Supreme Court of Mississippi
Boatright v. A & H Technologies, Inc.
In June 2014, Chester Abbott, as majority shareholder and director of A&H Technologies, Inc., formally noticed a special shareholder meeting. The meeting was to be held on July 23, 2014, in Mississippi. William Boatright, the only other shareholder, could not attend because he was working on an A&H project out of state. Despite William’s conflict, Chester proceeded with the meeting as the sole shareholder in attendance. Chester re-elected himself the lone director of A&H. He further determined he had been the only elected director of the company since 2001. Finally, he addressed the six-figure bonus he gave himself in December 2013, recording on the minutes that it was based on “his extraordinary work and effort to continue to build business and upon his forgoing any bonus for 2009 to 2012.” Chester held a board-of-directors meeting that same day. Chester elected himself president of A&H. Chester replaced William as vice president with his daughter-in-law Cynthia Abbott. And he replaced William’s wife, Kelley Boatright, as secretary/treasurer with his own wife, Carol Abbott. William sued Chester and A&H the next day, alleging that Chester’s oppressive conduct toward William was detrimental to A&H. In his complaint, William sought both to replace Chester as president of A&H and to become majority shareholder. Alternatively, he requested dissolution. Before the lawsuit, Chester owned 51% of A&H’s shares, and William owned 49%. After four years of litigation, the chancellor met William halfway, ordering a stock transfer that would have made William a 50% owner, equal with Chester, and directed William have equal say. The Mississippi Supreme Court gave deference to the equitable remedy the chancellor chose, because it was properly within his authority and discretion. Thus, the Supreme Court affirmed the chancellor's judgment. View "Boatright v. A & H Technologies, Inc." on Justia Law
Jackson County, Mississippi v. KPMG, LLP
The Mississippi Supreme Court previously unanimously held that KPMG, LLP could not enforce arbitration agreements attached to five annual engagement letters with Singing River Health System (Singing River), a community hospital, because the terms and condition of the letters were not sufficiently spread upon the hospital board’s minutes to create an enforceable contract. In this appeal, KPMG sought to enforce the very same arbitration agreements attached to the very same engagement letters with Singing River - this time against Jackson County, Mississippi, which acted as Singing River’s bond guarantor. For the same reason the Supreme Court affirmed the trial court’s denial of KPMG’s motion to compel arbitration in KPMG, LLP v. Singing River Health System, the Court reversed and remanded the trial court’s grant of KPMG’s motion to compel arbitration in this case. View "Jackson County, Mississippi v. KPMG, LLP" on Justia Law
KD Hattiesburg 1128, Inc. v. Turtle Creek Crossing, LLC
Turtle Creek Crossing, LLC, a minority interest holder in Kimco Hattiesburg, L.P., filed an action in circuit court after it learned it would receive no distribution from the sale of the partnership’s only asset, a multimillion-dollar shopping center. In its complaint, Turtle Creek alleged its fellow partners breached their fiduciary duties and conspired with each other, the partnership, and a sister partnership to market and sell the asset in such a way as to keep Turtle Creek from profiting. According to the defendants, the predominant claim was for an accounting - an equitable claim that belonges in chancery court; had this case been filed in chancery court, there would be a strong argument for the chancery court’s original jurisdiction over the accounting claim, as well as pendant jurisdiction over the legal claims. Turtle Creek did not file this action in chancery court. It filed it in circuit court. And the circuit court also had original jurisdiction, not only over the accounting claim, but also Turtle Creek’s other legal claims. Because Turtle Creek chose a forum with proper subject-matter jurisdiction, the Mississippi Supreme Court determined that choice must be respected. The Supreme Court affirmed the circuit court’s denial of the motion to transfer and remanded for further proceedings. View "KD Hattiesburg 1128, Inc. v. Turtle Creek Crossing, LLC" on Justia Law