United States Court of Appeals

for the Fifth Circuit ____________

No. 22-60457

____________

Pieter Teeuwissen; Anthony R. Simon; Simon & 

Teeuwissen, P.L.L.C., 

Plaintiffs—Appellants,

versus

Hinds County, Mississippi, by and through its Board of Supervisors; 

David Archie, individually and in his official capacity; Credell 

Calhoun, individually and in his official capacity; Robert Graham, 

individually and in his official capacity; John Does I-V, each individually 

and in his official capacity; Mississippi Association of 

Supervisors Insurance Trust, 

Defendants—Appellees.

______________________________

Appeal from the United States District Court 

for the Southern District of Mississippi

USDC No. 3:22-CV-9

______________________________

Before Smith, Higginson, and Willett, Circuit Judges.

Don R. Willett, Circuit Judge:

Mississippi common law generally forbids local-government officers 

from using contracts to bind their successors-in-office. As a result, newly

elected officers typically have unilateral authority to void any contracts that 

they find in effect upon taking office. But the Mississippi Supreme Court also 

United States Court of Appeals

Fifth Circuit

FILED

August 14, 2023

Lyle W. Cayce

Clerk

Case: 22-60457 Document: 00516856733 Page: 1 Date Filed: 08/14/2023
No. 22-60457

2

recognizes an exception to the general rule. If the prior officers had “express 

statutory authority” to bind their successors, then the successors must honor 

any contracts that their predecessors agreed to using that authority.

A Mississippi statute empowers boards of supervisors to contract “by 

the year” for legal counsel. The Hinds County Board of Supervisors hired

Pieter Teeuwissen and his law firm to perform legal work for the County. 

Teeuwissen’s contracts with the County were each for a one-year term. But 

before the year was up, an election flipped the board’s composition, and the 

new board terminated both contracts. Teeuwissen sued, arguing that the contracts required the County to pay him a fixed sum for the full year—even if 

the County no longer wanted his legal services. The district court granted the 

County’s motion to dismiss, reasoning that no statute expressly authorized

the old board to bind the new one. On appeal, Teeuwissen argues that the

statutory phrase “by the year” gave the old board “express authority” to 

bind the new board. We agree, and we therefore REVERSE and REMAND

for further proceedings.

I

Pieter Teeuwissen and Anthony R. Simon are members of the law firm 

Simon & Teeuwissen (together, “Teeuwissen”). The Board of Supervisors

for Hinds County, Mississippi entered into two “employment contracts” 

with Teeuwissen in the fall of 2019. The first contract named Pieter 

Teeuwissen as the Board Attorney for the Board of Supervisors, while the 

second designated the law firm as Special Counsel for the County. Each 

contract began on October 1 and terminated one year later. And each contract

contained a clause requiring the County to pay Teeuwissen for a full year’s 

worth of work even if the board terminated the contract early. All told, these 

contracts were worth about $250,000 per year, to be paid in installments.

Case: 22-60457 Document: 00516856733 Page: 2 Date Filed: 08/14/2023
No. 22-60457

3

About three months into the contracts’ one-year term, an election 

occurred, and a new board took office. A majority of the new board members 

voted to terminate the contracts. Despite the early-termination clauses, and 

even though the contracts had about nine months remaining, the County 

stopped paying Teeuwissen.

Teeuwissen sued Hinds County and the individual board members 

who voted for termination (together, “the County”). He argued that the 

early termination and stalled payments “deprived [him] of [his] property 

interest, in violation of the Fifth and Fourteenth Amendments to the 

Constitution . . . and 42 U.S.C. § 1983.” He also asserted several state-law

theories. He asked the district court for damages, and for related injunctive 

and declaratory relief against the County.

The County moved to dismiss, arguing that the new board had 

unilateral authority to terminate the contracts and to ignore the earlytermination clauses. The County’s argument relied on a Mississippi 

common-law rule that prohibits members of a local government from using 

contracts to bind their successors-in-office. The County acknowledged that 

this rule yields when a statute expressly authorizes members of a local 

government to bind their successors. Even so, the County argued that no 

statute expressly authorized the old board to bind the new board to the

contracts with Teeuwissen. Citing Mississippi Code § 19-3-47, Teeuwissen 

responded that the legislature has expressly authorized the board to hire local 

counsel “by the year.” According to Teeuwissen, this language allowed the 

old board to bind the new board, and therefore required the new board to pay 

the early-termination fee that the contracts called for.

The district court granted the County’s motion to dismiss. It held that 

the contracts were voidable because Section 19-3-47 “authorizes the Board 

to contract for one-year terms, but it does not explicitly authorize them to 

Case: 22-60457 Document: 00516856733 Page: 3 Date Filed: 08/14/2023
No. 22-60457

4

bind successors.” Since the contracts were voidable, the district court held 

that Teeuwissen had “failed to state a protected property interest,” and it 

rejected his federal causes of action. The court also declined to exercise 

supplemental jurisdiction over the state-law claims. Teeuwissen timely 

appealed.

II

The district court had jurisdiction under 28 U.S.C. § 1331. We have

appellate jurisdiction under 28 U.S.C. § 1291. We review the grant of a 

12(b)(6) motion to dismiss de novo, “accepting all well-pleaded facts as true 

and viewing those facts in the light most favorable to the plaintiffs.”1

III

“The first inquiry in every due process challenge . . . is whether the 

plaintiff has been deprived of a protected interest in property or liberty.”2

“To have a property interest in a benefit, a person clearly must . . . have a 

legitimate claim of entitlement to it.”3 “Such entitlements are ‘not created 

by the Constitution. Rather, they are created and their dimensions are 

defined by existing rules or understandings that stem from an independent 

_____________________

1 Meador v. Apple, Inc., 911 F.3d 260, 264 (5th Cir. 2018) (internal quotation marks 

and citation omitted).

2 McClelland v. Katy Indep. Sch. Dist., 63 F.4th 996, 1014 (5th Cir. 2023) (internal 

quotation marks and citation omitted).

3 Edionwe v. Bailey, 860 F.3d 287, 292 (5th Cir. 2017) (quoting Bd. of Regents v. Roth, 

408 U.S. 564, 576 (1972)).

Case: 22-60457 Document: 00516856733 Page: 4 Date Filed: 08/14/2023
No. 22-60457

5

source such as state law.’”4 “A ‘benefit is not a protected entitlement if 

government officials may grant or deny it in their discretion.’”5

Here, the parties agree that Mississippi law supplies the standardsthat 

we must use to determine whether Teeuwissen’s contracts were a 

discretionary benefit versus a protected entitlement. Mississippi’s common 

law holds that members of a local government “may not bind their successors 

in office by contract, unless expressly authorized by law.”6 Under Section 19-

3-47 of the Mississippi Code: “[A] board of supervisors shall have the power, 

in its discretion, to employ counsel by the year at an annual salary at an amount 

that it deems proper . . . .”7

The phrase “by the year” has meaning only if it allows a board to bind 

successors. Otherwise, it is surplusage. And indeed, the Mississippi Supreme 

Court’s leading case on this issue lists several other statutes in which a length 

of time was the kind of explicit authorization that the district court said was 

missing from Section 19-3-47. That case, Northeast Mental Health-Mental 

Retardation Commission v. Cleveland, guides our decision here.8 The district 

court’s contrary view amounts to a test that no Mississippi statute meets. 

For all those reasons, we conclude that the statutory phrase “by the 

year” is an express grant of authority that allows the board of supervisors to 

_____________________

4 Id. (quoting Paul v. Davis, 424 U.S. 693, 709 (1976)).

5 Harrison v. Young, 48 F.4th 331, 341 (5th Cir. 2022) (quoting Town of Castle Rock 

v. Gonzales, 545 U.S. 748, 756 (2005)).

6 Ne. Mental Health-Mental Retardation Comm’n v. Cleveland, 187 So. 3d 601, 604 

(Miss. 2016).

7 Miss. Code Ann. § 19-3-47 (emphasis added).

8 187 So. 3d 601 (Miss. 2016).

Case: 22-60457 Document: 00516856733 Page: 5 Date Filed: 08/14/2023
No. 22-60457

6

bind successors-in-office.9 Because the contract was binding, Teeuwissen 

had a protected property interest in the money that the contracts’ earlytermination provisions guaranteed him under Mississippi law.10

A

We begin with the statute’s plain text. Under Mississippi law, 

“[e]very word, sentence, phrase, or clause in a statute must be given a 

meaning.”11 The phrase “by the year” has meaning only if it allows the board 

to bind successors. To see why, consider what the statute would look like 

without that phrase:

[A] board of supervisors shall have the power, in its discretion, 

to employ counsel by the year at an annual salary at an amount 

that it deems proper, not to exceed the maximum annual 

amount authorized by law for payment to a member of the 

board.12

Teeuwissen argues that this three-word phrase “is the exact 

authorization which does authorize the board of trustees to bind a successor 

board.” Teeuwissen’s statutory interpretation gives the phrase “by the 

year” independent meaning within Section 19-3-47, because deleting it 

_____________________

9 See Cleveland, 187 So. 3d at 609 (“[O]rdinarily a new statute will not be 

considered as reversing long-established principles of law and equity unless the legislative 

intention to do so clearly appears.” (internal quotation marks omitted) (citing Thorp 

Commercial Corp. v. Miss. Road Supply Co., 348 So.2d 1016, 1018 (Miss. 1977)).

10 See, e.g., Mollaghan v. Varnell, 105 So. 3d 291, 304 (Miss. 2012) (suggesting that 

private individuals would suffer a “deprivation of a property right” if their “employment 

contracts were . . . terminated early” or if they were less than “fully compensated under 

their contracts” with a governmental entity).

11 Jones Cnty. Sch. Dist. v. Covington Cnty. Sch. Dist., 352 So. 3d 1123, 1132 (Miss. 

2022) (internal quotation marks omitted).

12 Miss. Code Ann. § 19-3-47 (alterations added).

Case: 22-60457 Document: 00516856733 Page: 6 Date Filed: 08/14/2023
No. 22-60457

7

would change that Section’s meaning (from a meaning that allows the board 

to bind successors, to a meaning that doesn’t). By contrast, the County 

argues that the Section gives the board “statutory authority to . . . contract” 

but “does not allow that municipality to bind successors.” But if the 

County’s view were correct, its interpretation would remain valid even if the 

phrase “by the year” disappeared.

Teeuwissen’s interpretation is superior because it saves “by the year” 

from being surplusage. If the board has authority to agree to one-year 

contracts for legal services, it necessarily (if implicitly) has authority to agree 

to a one-year contract at any point in time—even if that point is near an 

election. Nor are elections the only events that can bring a successor board 

into existence. A board member might choose to resign; or every member 

might make that same choice. Seen from this vantage, a “successor” board 

is (at least theoretically) standing around every corner. But no matter when a 

successor board arrives, or how, Section 19-3-47 requires it to honor the 

balance of any annual contracts for legal services that a predecessor board 

agreed to.13 If it were otherwise, then the phrase “by the year” would not be 

doing any work—an interpretation that Mississippi law disfavors.14

Teeuwissen’s interpretation also makes good sense. Without power

to bind successors, a board might struggle to hire counsel. Taking the 

contract would be risky during an election year, when the board’s 

membership might flip, but it would be risky during other years too (because 

_____________________

13 We note that some secondary sources have recognized that: “Respecting the 

binding effect of contracts extending beyond the terms of officers acting for the 

municipality, there exists a clear distinction in the judicial decisions between governmental 

and business or proprietary powers.” 10A McQuillin Mun. Corp. § 29:103 (3d ed.). 

But the County does not invoke this distinction, and we therefore decline to address it.

14 See Jones, 352 So. 3d at 1132.

Case: 22-60457 Document: 00516856733 Page: 7 Date Filed: 08/14/2023
No. 22-60457

8

members might resign at any point). And because Section 19-3-47 caps 

payment at “the maximum annual amount authorized by law for payment to 

a member of the board,” the County cannot compensate those concerns with 

a higher salary (at least not where it needs to hire a full-time Board 

Attorney).15

The County does not address this plain-language argument, and 

neither did the district court, but the only plausible alternative readings fail. 

For example, it cannot be that phrase “by the year” relates solely to salary—

not to tenure. Because if that were the case, then Section 19-3-47’s separate 

reference to an “annual salary” would be superfluous.16 We also do not read

“by the year” as setting only a ceiling on the attorney’s tenure, or only a 

floor. Indeed, the Mississippi Attorney General has rejected both views. 

When a board hires an attorney but neglects to document the employment 

term, the Attorney General has concluded that the hire is automatically “for 

a one year term.”17 This indicates that the employment contracts cannot 

stretch beyond a “one” year ceiling.18 Likewise, the Attorney General says 

that boards cannot negotiate alternative fee arrangements, such as an hourly 

fee basis.

19 This indicates that employment contracts have a one-year 

minimum. 

_____________________

15 Miss. Code. Ann. § 19-3-47.

16 Id.

17 Employment of Counsel, Miss. Att’y Gen. Op. No. 2002-0404, 2002 WL 

31169204, at *1 (Miss. A.G. Aug. 9, 2002) (emphasis added).

18 Id.

19 Employment of Counsel, Miss. Att’y Gen. Op. No. 2004-0286, 2004 WL 

1379968, at *1 (Miss. A.G. May 7, 2004).

Case: 22-60457 Document: 00516856733 Page: 8 Date Filed: 08/14/2023
No. 22-60457

9

As the district court noted, Mississippi law does not treat the Attorney 

General’s opinions as binding. But they are often “persuasive authority.”20

And neither the County nor the district court identified any errors in the 

Attorney General’s reasoning. Those opinions are therefore a persuasive 

source of textual analysis confirming that boards of supervisors do have 

express authority to bind their successors.

B

Caselaw confirms this conclusion. The Mississippi Supreme Court 

has already held that lengths of time can constitute explicit statutory 

authorization to bind successors.

The parties agree that Cleveland is the most closely analogous 

precedent. There, a contractor built a facility on land that a regional health 

commission owned.21 In exchange, the commission agreed to lease the 

building from the contractor 99 years, at $18,000 per month.22 But later, the 

commission stopped making payments and voted to void the agreement.23

The commission sued, seeking a judgment declaring that the lease was invalid 

under the common-law rule against binding successors.24 The Mississippi 

Supreme Court agreed.25 Summarizing the line of cases that discuss “the rule 

against binding successors,” it recognized that courts have used the rule “to 

_____________________

20 Basil v. Browning, 175 So. 3d 1289, 1293 (Miss. 2015); see State of Fla. ex rel. Shevin 

v. Exxon Corp., 526 F.2d 266, 275 (5th Cir. 1976) (treating state attorney general’s view of 

state law as “persuasive”).

21 Cleveland, 187 So. 3d at 602.

22 Id. at 603.

23 Id.

24 Id.

25 Id at 604.

Case: 22-60457 Document: 00516856733 Page: 9 Date Filed: 08/14/2023
No. 22-60457

10

void all types of agreements.”26 Drawing on those cases, the court held that 

the commissioners (who served only four-year terms) could not bind their 

successors unless “expressly authorized by law.”27 The court distinguished 

between “statutory authority to lease or contract” and “statutory authority 

to bind successors.”28 Thus, even where a local government has authority to 

enter contracts, that authority is not by itself sufficient to authorize the 

government officials to bind their successors-in-office.

Cleveland is important foremost because it gives examples of the kinds 

of “express” language that can authorize a local government to bind 

successors:

[T]he Legislature expressly has authorized state institutions of 

higher learning to enter into long-term leases that do not 

exceed thirty-five years. Miss.Code Ann. § 37–101–41 

(Rev.2014). Airport authorities may enter into leases not to 

exceed fifty years. Miss.Code Ann. § 61–5–11 (Rev.2013). 

Section 31–8–3 of the Mississippi Code permits counties and 

municipalities to enter into lease agreements for facilities not 

exceeding twenty years. Miss.Code Ann. § 31–8–3 (Rev.2010). 

(See also Oktibbeha Cty. Bd. of Educ. v. Town of Sturgis, 531 

So.2d 585 (Miss.1988)) (voiding a ninety-nine-year lease 

because the county was granted authority only to enter into a 

twenty-five-year, not a ninety-nine-year, lease).29

All of these “express” authorizations appear as terms of years, and 

none of them includes any separate, additional language authorizing the 

_____________________

26 Id. at 605.

27 Id. at 604.

28 Id. at 605.

29 Id. at 608.

Case: 22-60457 Document: 00516856733 Page: 10 Date Filed: 08/14/2023
No. 22-60457

11

entities to bind successors.30 Rather, the legislature takes the necessary 

“further steps” by “granting specific entities the power to enter into longterm agreements that exceed their governing members’ terms.”31

It is true that Cleveland’s examples do not map the entire territory of 

express authorizations, and that the lengths of time in these examples are 

different in magnitude from the one-year authorization at issue here. But 

Cleveland explains that an express authorization exists whenever a statute 

both (1) gives a local government the power to enter contracts, and (2) 

separately specifies an approved length for the contracts. The statute at issue 

in Cleveland met the first condition but failed the second. Here, by contrast, 

Section 19-3-47 meets both conditions: the County can (1) “employ counsel” 

(2) “by the year.”32

The County’s response mistakenly treats these conditions as one and 

the same. Statutory authority to contract may not always bring with it the 

separate authority to bind successors, but the County’s argument on that 

score responds only to a strawman. Teeuwissen is not arguing that the 

board’s general authority to contract automatically brings with it the specific 

authority that allows it to bind successors. Instead, he is arguing that the 

board has authority to contract, and that the separate phrase “by the year” 

allows the board to bind successors (for that year). Cleveland gives 

Teeuwissen’s argument very strong support.

_____________________

30 See id.

31Id.

32 See id.; Miss. Code Ann. § 19-3-47.

Case: 22-60457 Document: 00516856733 Page: 11 Date Filed: 08/14/2023
No. 22-60457

12

C

We are also persuaded by the apparent fact that no Mississippi statute 

would survive the district court’s stringent test for express authorization.

The district court dismissed Teeuwissen’s claims because “Mississippi 

Code § 19-3-47 authorizes the Board to contract for one-year terms, but it 

does not explicitly authorize them to bind successors.”33 This reasoning 

misunderstands Cleveland, at least to the extent that it calls for statutory 

language that directly authorizes a local government to bind successors. There 

is no “magic words” requirement. Not even Cleveland’s examples contain 

the kind of language that the district court seemed to be looking for.34

Our research has revealed no statutes that would satisfy the standard 

that the district court relied on for express authorization. On the contrary, 

the Mississippi statute books are rife with laws that apparently would allow

individual officers to bind their successors under Cleveland’s test but

apparently would not allow officers to bind successors under the district 

court’s test. Here are a few, in addition to those that Cleveland gave (all 

emphases added):

• The state board of education has authority to lease 

“sixteenth section or lieu lands classified as agricultural . . . 

for a term not exceeding five (5) years.”35

• “The Mississippi Fair Commission and the Mississippi 

Department of Agriculture and Commerce shall have the 

authority to enter contracts for the sale of the 

_____________________

33 Teeuwissen v. Hinds Cnty., Mississippi, No. 3:22-CV-9-CWR-LGI, 2022 WL 

3443336, at *2 (S.D. Miss. Aug. 8, 2022). 

34 Cleveland, 187 So. 3d at 608.

35 Miss. Code Ann. § 29-3-81 (emphasis added).

Case: 22-60457 Document: 00516856733 Page: 12 Date Filed: 08/14/2023
No. 22-60457

13

aforementioned exclusive rights for a term not exceeding 

twelve (12) years per contract.”36

• “The board of supervisors may lease the lot or landing for 

a term not exceeding five years[.]”37

The County’s attempts to resolve this issue miss the point. The 

County argues that both Cleveland and the district court required express 

authorization. That much is correct. But the County never explains what the 

legislature must do to give express authorization. Instead, it says only that the 

words here are not enough. We disagree. The phrase “by the year” is the 

kind of express authorization that Cleveland calls for. Any other reading 

leaves the phrase “by the year” as surplusage.

IV

We hold that Section 19-3-47 expressly authorized the board to bind 

successors, and we therefore REVERSE the district court’s final judgment

and REMAND for further proceedings.

_____________________

36 Miss. Code Ann. § 39-17-5 (emphasis added).

37 Miss. Code Ann. § 59-19-15 (emphasis added).

Case: 22-60457 Document: 00516856733 Page: 13 Date Filed: 08/14/2023