IN THE COURT OF APPEALS OF THE STATE OF MISSISSIPPI NO. 2017-CA-01704-COA MARK GIBSON, HL&C - LAURA VILLA LLC AND C&C SALES LLC APPELLANTS

v. RANDY R. SHOEMAKE AND GEORGIA M. SHOEMAKE APPELLEES

DATE OF JUDGMENT: 08/10/2017 TRIAL JUDGE: HON. JOHNNY LEE W ILLIAMS COURT FROM W HICH APPEALED: PEARL RIVER COUNTY CHANCERY COURT ATTORNEY FOR APPELLANTS: G. GERALD CRUTHIRD ATTORNEY FOR APPELLEES: NATHAN S. FARMER NATURE OF THE CASE: CIVIL - CONTRACT DISPOSITION: AFFIRMED - 06/18/2019 MOTION FOR REHEARING FILED: MANDATE ISSUED: BEFORE CARLTON, P.J., TINDELL AND McDONALD, JJ. TINDELL, J., FOR THE COURT: ¶1. M a r k G i b s o n , HL&C - Laura Villa L LC, and C&C Sales L LC ( collectively “th e Appellants”) e ntered into a contract with Randy Shoem ake o n M arch 23, 2 004, f or the sale and purchase of a tract of land and a m obile h om e (“the 2004 contract”). On July 21, 2010, HL&C - Laura Villa and Randy executed a second cont ract, without Georgia Shoem ake’s signature, extending the pay m e nt tim e period and t he interest rate f or t he property (“the 2010 contract”). T he Appellants n ow challenge the f indings of f

act, conclusions of law, and f inal judgm ent of

the Pearl River County

Chancery Court, which held that (1) the 2004 contract

was valid and binding to the parties; (2) the 2010 contract did not constitute a r ef orm ation,b ut rather, a brand new contract between the parties; ( 3) G eorgia did n ot sign the 20 1 0

contract, t hereby m aking it void under Mississippi l aw; and (4) the Appellants’ acceptance of Randy ’s f

inal pay m ent and h andwritten “pay of f ” receipt f

ulf illed t he 2004 contract pursuant to the accord a nd satisf action doctrin e. Upon review, we f ind that s u

bstantial evidence supports the chancellor’s conc l u s i o n s , and we theref o re af f irm the chancellor’s judgm ent. FACTS AND PROCEDURAL HISTORY ¶2. Randy and Georgia Shoem ake were m arried on May 3, 1 986, and w e r e l o n g-tim e residents of Pearl River County , Mississippi. Hoping to purchase a t ract of land and a m obile hom e f or Georgia and him self in the i r hom etown, Randy entered into a contract f or the purchase and sale o f r eal property with C&C S ales on M a r c h 2 3 , 2 0 0 4

. Mark Gibson (“Gibson”), who r epresented C &C Sales, draf ted and executed t he 2004 contra c t w i t h t h e f ollowing term s: (1) The purchase price totaled $43,400; (2) Randy had to pay a $2,500 down
pay m ent with $1,500 of that down pay m e nt f inanc e d a n d p ay able in f if teen equal, consecutive, and m onthly installm ents of $100; (3) T he rem aining $39,400 had t o be paid in

m onthly installm ents of $426.12 f or 120 m o nths b eginning on M ay 3, 2004; and (4) Randy had to p ay the principal am o u n t p l u s i n terest by the third day of e v ery m onth until paid in f ull. The calculated interest f or the property was approxim ately 5.4244% per annum . Upon the execution of the 2004 c ontract, no deed t o t he property was delivered to Randy or Georgia. The record indicates that the deed w ould be delivered t o Randy u pon satisf action of the f ull purchase price of the property

. Randy began m aking m onthly pay m ents thereaf

ter,

2and Gibson accepted the pay m ents on behalf

of C&C Sales. ¶3. Unbeknownst to the S hoem akes, at the tim e that the 2004 contract was executed, the title of the property w as in the na me o f P h i l ip J. Kahan according to a n instrum ent dated Septem ber 9, 2003, that was located in the Chancery Clerk’s of

f ice of Pearl River County

. But Kahan convey ed the title to this property to HL&C - Laura Villa on June 3, 2009. ¶4. On July 21, 2 010, Gibson requested t hat Randy sign a deed of trust in f avor of HL&C

- Laura V illa along with two s eparate prom i ssory notes—one r ef lecting p ay

m ent of the $39,400 in m onthly installm ents of $426.12 f or 240 m onths with an 11.79% i nterest, and the other ref lecting a six-m onth pay

m ent plan o f $ 426.12 to HLC - Laura Villa, LLC (the “2010 contract”). Although Randy signed these docum ents, Georgia did not sign the Deed of Trust

or the two prom issory notes. Af terward, Rand y c o ntinued m aking pay m ents and Gibson continued accepting said pay m ents until 2014. ¶5. On Septem

ber 3, 2014, R an d y a p p e a r e d b ef ore Gibson and p resented him with a check f or $1,278.36 and a receipt handwritten b y Randy

. The receipt was entitled “pay of f ” and stated, “Our Contract a greem ent f ully m et, its been nice doing business with y ou. Take

care and God Bless.” Gibson, individually and on behalf of the Appellants, accepted the check a nd the receipt and wrote o n the receipt, “Received o n S eptem b er 3, 2014. W ill review and get back with y o u i n two weeks.” Randy m ade no m ore pay m ents o n the property af

ter
t h is d ate. The Appellants, rely ing upon t he 2010 c ontract, insisted that Randy ow e d a n outstanding balance o f $29,063.50 that Randy ref used t o pay . On February 20, 2015, the Appellants began f

oreclosure p r oceedings and dem anded that Randy repay the outstanding

3balance on the property . The Shoem akes then f iled suit against the Appellants. ¶6. The chancellor held a trial on this m atter on April 12, 20 1 6 , a n d t h e S h o e ma k e s produced receipts executed o n behalf of C&C, H L&C

- L a u r a V i l l a, and/or Gibson, with dates ranging f

rom March 1 9 , 2004 through Septem ber 2014 (all having a com bined total of $56,286.32). The receipts also showed that Randy m ade no f urther pay m ents f ollowing their f inal pay m e n t i n Septem

b er of 2014. On August 10, 2017, the chancellor entered his f indings of

f act, conclusions of

law, and f

i nal judgm e nt. The chancellor f ound a s f ollows: (1) the 2010 contract was not a ref orm ation of the 2004 contract, but rather, a new contract; (2) because Georgia had a hom estead interest in the subject property , her lack of signature

on the 2010 Deed of Trust voided the D e e d of Trust; and (3) t he Appellants accepted Randy ’s f

inal check in 2014 and thereb y s a t i s f i ed his indebtedness to t he A ppellants, pursuant to the doctrine of accord and satisf action. The chancellor u l t i ma t e l y v oided the 2010 contract and voided the f oreclosure sale. The chancellor also im posed a constructive

trust a g ainst the Appellants to h old titl e f o r t h e benef

it of the Shoem akes a nd im posed an equitable lien a gainst t he property and any im provem ents on the property f or the benef

it of the Shoem akes. Finally , t he chancellor v o i d e d a n y and all f oreclosure sales against the property and e njoined t he Appellants f rom interf

ering with t h e Shoem akes’ t itle and quiet enjoy m e nt of the property a n d i m provem e nts m ade on the property

. T he Appellants now tim ely appeal this judgm ent. STANDARD OF REVIEW ¶7. W e apply a lim ited standard of review to appeals f rom c hancery courts. H

arrison v.

4Roberts , 989 So. 2d 930, 932 ( ¶9) ( Miss. Ct

. App. 2008). W e r eview the chancellor’s

f indings to d eterm ine whether substantial evidence supports his c onclusions. In re Estate of Johnson , 7 3 5 S o . 2 d 231, 236 (¶24) (Miss. 1999). Unless the chancellor’s judgm ent was

m anif estly wrong, clearl y e r

roneous, or applies an erroneous l egal standard, the j udgm ent should stand. Carambat v. Carambat , 72 So. 3d 505, 5 10-11 (¶24) (Miss. 2011). “The Court reviews questions of l aw, however, under a de n ovo standard.” Townsend v. Townsend , 859 So. 2d 370, 372 (¶7) (quoting Stacy v. Ross , 798 So. 2d 1275, 1277 (Miss. 2001)). ANALYSIS I. REFORMATION ¶8. The A ppellants f

irst argue that the 2010 contract with Randy constituted a re fo r m ation of the o r iginal 2004 contract, contrary to t he c h a n c e l l o r ’s ruling. Af ter a f ull t rial on the

m erits, the chancellor f

ound that the Appellants f ailed to prove bey ond a reasonable doubt that a ref orm ation had occurred in 2010. Generally , a chancellor cannot m odif y the term s of an existing contract. Id. at 379 (¶28). “[ R]ef orm ation of a contract is justif ied only (1) if the m istake is a m

utual one, or (2) where the m istake is on the part of one party and f raud or inequitable conduct on the part of the other.” Steinwinder v. Aetna Cas. & Sur. Co. , 742 So. 2d 1150, 1155 (¶24) (Miss.1999). The Appellants argue that a m utual m istake was m ade in the draf ting of the 2004 contract because of a scrivener’s error that incorrectly s cheduled the Shoem akes’ pay

m e nts o n the property f

or 120 m onths rather than 240 m onths and also

o mi t ted the 11.719% interest rate that the parties intended. T he chancellor also noted t ha t Randy r eceived a prom issory note, a deed of trust, and a deed along with t he 2010 contract,

5whereas no deed w as delivered w ith the 2004 contract. “A m utual m i stake is def

ined as ‘[ a]

m istake that is shared and relied on by both parties to a contract.’” Bert Allen Toyota Inc. v. Grasz , 909 So. 2d 763, 7 6 8 (¶15) (Miss. Ct. A pp. 2 005) (citing Black’s Law Dictionary (8th ed. 2 00 4 ) )

. I n o r d er to ref orm a n existing c ontract, the A ppellants m ust prove m

utual

m istake between t he parties bey o nd a reasonable doubt. APAC-Mississippi, I nc. v. JHN, Inc. , 818 S o . 2 d 1213, 1 218 (¶14) (Miss. C t. App. 2002). “Parol testim ony to r ef orm m ust be received with ‘great caution and distrust.’” W atson v. Owen , 146 M iss. 676, 107 So. 865, 866 (1926). The only way t o ref orm a contract b y m

utual m istake is if the Appellants show that the initial contract d id not accurately ref lect the true intentions of all the parties. B r own v. Chapman , 809 So. 2d 772, 774 (¶8) (Miss. Ct. App. 2002). ¶9. In their b r i e f

, t h e A p p e l l a nts assert that t he 2010 contract a d ded no n ew term s or

encum brances on the land, but sim ply corrected the scrivener’s error in t he 2 004 contract
to ref lect the sale originally contem plated and intended b y t he parties. B ut the 2 010 contract doubled the pay

m ent schedule f

rom the original 120 weeks (set f orth in the 2004 contract)

to 240 weeks a nd increased the interest ra t e f r o m approxim ately 5.4244% to 11.79%. A seller is tasked with the duty to be caref

ul and accurately represent the f acts and term s of

a
contract. Rhyne v. Gammil , 215 Miss. 68, 77, 60 So. 2d 500, 502 (1952). The Shoem akes contracted with C&C Sales in 2004. As the chancellor s tated i n his opinion, HL&C - Laura Villa was not a party t o the original contract, but rather a successor in interest to C&C Sales. Both co mp a n i e s a r e o wned by Gibson, the draf ter of both contracts in question. As such, G i b s o n h a d com

plete control over the language in both contracts, and any attem pt to hav e

6the 2010 contract act as a ref orm ation could have been clearly identif ied i n the language of that contract. But the 2010 contract m ade no ref erence to the 2004 contract whatsoever. ¶10. Further, the Court is m indf u l of the vast dif

f erentiation in price between the 2004 and the 2010 contracts. At trial, t he chancellor f ound t hat the total purchase price of the property was $43,400, with a $4,000 d o wn pay m ent, and that the r em aining $ 39,400 should be paid in m onthly

installm ents of

$426.12. Randy ’s consistent testim ony about the 2004 contract at trial ref lected that sam e understanding. For exam p le, Randy

testif ied as f ollows: Q. W hat was said about the property and its purchase? A. W hat are y ou– Q. W hat was discussed betw e e n y ou and Mr. Gibson about the purchase of the real property ? A. Just, y o u know, the purcha s e p rice, y ou know, $4,000 and then the $39,400. Further, the Shoem akes provided the chancellor with receipts of p ay m ent f ro m M arch 19, 2004 to Septem

ber of 2014. Each receipt w a s e x ecuted o n behalf of the Appellants and ref lected a total am ount of $56,293.32. T his total aligns with a calculation o f $426.12 per

m onth f or 120 m onths plus i nterest, as r ef lected by the 2 004 contract. Pay m ents of $426.12

am ortized over 240 m onths would total over $ 1 0 0,000. As the chancellor stated in his opinion, “R e f

o r m ation cannot m aterially a lter the previous contract without a clear expression o f the p arties to do so.” W a tson , 1 07 So. at 866. Because price is such a m aterial

term of a contract, 1 i t is dif f icult f or this Court t o discern how the l a n g u a g e i n the 2004

1 S e e G r a sz , 9 0 9 S o . 2 d at 7 6 8 (¶1 2 ) (“[ T ] h e M ississip p i S u p rem e C o u rt stated t h at ‘a c o n tract is u n en f

o r ceab le if th e m aterial term s are n o t su f f icie n t l y d ef

i n i te.’ P rice is an 7contract, which, a ccording to the Appellant s , r e f l e c t s only half of t he purchase price and

om its the interest rate entirely , can be considered a m ere scrivener’s error. ¶11. Further, over six y ears p a ssed between the execution of both sets o f docum ents. T he burden of proof grows heavier upon the com plainant b y the lapse of tim e bef ore seeking ref orm ation. Id

. T he Appel l a n t s argue in t heir brief that the alleged s c rivener’s error was discovered im m ediately by the parties. According to the App ellants, Gibson im m ediately approached Randy to cure the alleged error, but Randy ref used. But then Randy testif ied at
t r i a l that Gibson n ever contacted him about an error in the 2004 c ontract. Regardless, the evidence i n t he record suggests t hat the S hoem akes p aid m onthly installm ents p ursuant to the 2004 contract, and Gibson accepted these pay m ents o n behalf of

the Appellants during the six y ears between the c ontracts. Again, t he Shoem a kes’ receipts ref lected pay

me n t s f rom Mar c h 19, 2004 to Septem ber of 2 014 and were e xecuted a n d s igned by Gibson. Because Randy ref used to ref

orm the contract af

ter being inf

orm ed o f the alleged m

utual error, the Appellants could have sought relief f rom t h e c o u r t t o ref

orm the contract during these six
y ears. N o evidence in the r ecord suggests that the Appellants ever attem pted to do so. As such, the f

act that Randy continued to m ake m onthly pay m ents f o r six y ears in accordance with the 2004 contract and the A ppellants continued to accept those p ay m ents d oes not weigh in f a vor of ref orm ation. ¶12. Af ter reviewing all the evidence at trial, the chancellor f ound t hat t he 2010 contract

was not a ref

o rm a tion, but rather a new contract all together. Becaus e w e f i n d s u bstantial

essen tial term th at m

u st b e stated w ith sp ecif

icity .”) ( citin g L ea ch v. T

in g l e , 5 8 6 S o . 2 d 7 9 9 , 8 0 2 -8 0 3 (M iss. 1 9 9 1 )). 8evidence t o s upport this conclusion, we agree with the c hancellor and f ind that a new contract was f orm ed in 2010.
II. MISSISSIPPI CODE ANNOTATED SECTION 89-1-29 (REV. 2008) ¶13. Because we f

ind t hat the 2 0 10 c ontract was a new contract rather than a r ef orm ation,

we now f ocus on w hether the chancellor erred by d eclaring t hat contract v oid. I n his order, the chancellor f

ound that, because Georgia had not signed the deed of trust as a part of

the 2010 contract, the contract was void pursuant to Mississippi h o mestead l aw. To claim a hom estead exem

ption i n t his s tate, one m

ust b e “ a M ississippi resident and a householder who occupied the land and house in question as a residence.” In re Franzke , 634 So. 2d 117, 120 (Miss. 1994). For m a rried couples, Mississippi C ode Annotated § 89-1-29 provides that:
A conve y a

nce, m ortgage, deed of t rust or other incum brance upon a hom e stead exem pted f rom execution shall not be v alid or bind i n g u n l e s s signed by the spouse of the o wner if the owner is m arried and living with the spouse o r by an attorney

in f act f or the spouse.
T h e s t a t u t e was passed “prim arily as a protection f or the wif e in lieu of dower which had been abolished by statute.” Grantham v. Ralle , 158 So. 2d 719, 7 24 (Miss. 1963). The basic
purpose of Section 89-1-29 was to protect t he wif e should her husband attem pt to c onvey or

encum ber the h o m estead without her consent. Hudson v. Bank of L e a k e s v i l l e , 249 So. 2d 371, 373 (Miss. 1971). A n i nstrum ent that does not satisf y t his statute is void and inoperative, even a s to the spouse w ho did sign the instrum e nt. Avakian v. Citibank N.A. , 773 F.3d 647, 6 50 (5th Cir. 2014) (citing W elborn v. Lowe , 5 04 So.2d 205, 207-08 (Miss. 1987)).
W e determ ine the validity of the instrum ent based upon the circum stances surrounding its

9execution. Caddock v. Brinkley , 671 So. 2d 662, 6 65 ( Miss. 1996). Also, a spouse cannot

waive any re q u i r e me n t of the statute, and no subsequent action m ay cure its i nvalidity

. In re Ramsey , 424 B.R. 217, 222 (Bankr. N.D. Miss. 2009). ¶14. The Appellants f

irst assert that Randy f

ailed to disclose his m arriage during the tim e periods surrounding the 2 004 and 2010 contracts. But there i s no evidence in the record to suggest that the S hoem akes attem pted to hide their m a r

riage. In f

act, the record ref

lects that Georgia initially f

ound the purchase property and contacted Gibson about it. Also, once the 2004 contract was signed, the utilities were listed u nder Georgia’s n a m e. The Appellants of f er no proof

to ref ute these f

acts, and theref

ore, this argum ent lacks m erit. ¶15. The Appellants a lso assert t hat Section 89-1-29 does not a p ply here because the 2010

contract a n d D e e d o f Trust served as purchase m oney l ien to r enew the encum brances brought about by the 2004 c ontract. On c e t h e 2 0 04 contract was signed, the Shoem akes began to occupy the property t o gether and m aking im provem ents to the property , and thereby , im

pressing t he property

with the character of

a hom estead. See I

n re Rhymes , No. 0553572ERG, 2 008 W L 723975, a t *4 (Bankr. S.D. Miss. Mar. 14, 2008). At the tim e of the 2010 contract, R andy had already m ade a m aj o r ity of the pay m ents pursuant to the 2004 contract, giving the couple an e quitable interest i n the p roperty

. O nce Randy m ade the f inal
pay m ent under that contract, the A ppellants were required to deliver a deed t o t he couple. Because we f

i nd that the 2010 contract is a separate and new contract f or the purchase and sale of t he property , Georgia’s signature was required, and t h i s r equirem e nt cannot be waived. W e theref

o re agree with the c hancellor o n this issue, and we f ind the 2010 contract

1 0null and void. 2

III. ACCORD AND SATISFACTION ¶16. The A pp e llants also challenge the chancellor’s f inding that the 2004 c ontract was paid in f ull on Septem

ber 3, 2014, pursuant to the doctrine of accord and s atisf a ction. Mississippi law requires that the f

ollowing f

our elem ents be m et f

or accord and s atisf

action to exist: (1)

som ething of value m

ust be of f ered “in f ull satisf a c tion of a d em and”; (2) the o f f er m ust be “accom panied by acts and declarations [ that] am o unt t o a condition t hat if the thing is accepted, it is accepted in s atis f a c t i o n ” ; (3) “the party of f ered the thing of value” m ust “understand that if he takes i t, he takes subject t o such conditions”; and ( 4) the party of f ered the item m

ust “actually

. . . accept the item

. Stewart v. Bridge Props. LLC , 62 So. 3d 979, 986-87 (¶18) (Miss. Ct. App. 2010) (quoting W aggoner v
. W

i lliamson , 8 So. 3d 147, 156 (¶ 18) (Miss. 2009)). “ An a greem ent of accord and satisf action m ust have all the essentials of

a c o ntract and m ay be e xpress, or im plied f rom the c ircum stances.” Cook v. Bowie , 448 So. 2d 286, 287 (Miss. 1984) (citing R oberts v. Finger , 86 So. 2d 463, 465 (Miss. 1956)). ¶17. On Septem

ber 3, 2014, Randy appeared bef ore Gibson with a check in the am ount of $1,278.36. Randy a lso prepared and prese n t e d Gibson with a handwritten receipt which stated “Our Contract a greem ent f u lly m et, i ts b een nice doing business with y ou. T ake care

2 T h e C o u rt also n o tes th at n o co n sid eratio n w as o f f ered in th e m ak in g o f th e 2 0 1 0 co n tract. W h ere n o co n sid e ratio n e x ists, n o co n tract c a n b e f o rm ed

. F erg u so n v. M

ississip p i F a rm B u rea u C

a s. In s. C o
. , 1 4 7 S o . 3 d 3 7 4 , 3 7 9 (¶1 4 ) (M is s . C t

. A p p . 2 0 1 4 )

. A lso , an ag reem en t to d o w h at o n e h as a l r e a d y b o u n d h i m s elf to d o in a sep arate leg al ag reem en t d o es n o t co n stitu te co n sid e ratio n f o r a n ew co n tract. L eg

g ett v. V in so n , 1 5 5 M iss. 4 1 1 , 1 2 4 S o . 4 7 2 , 4 7 4 (1 9 2 9 ). T h ere ap p ears to b e n o v alid atio n f o r t h e 2 0 1 0 co n tract, w h ich essen tially

d o u b les th e p rice o f th e p ro p erty w h ile o f f erin g n o th in g else to th e S h o em ak es in ex ch an g e. 1 1and God Bless

. ” A ccording to the Appellants, Gibson signed the r eceipt but ref used to recognize this pay

m ent as f ull satisf action of the S hoem akes’ debt. Gibson wrote “Received

on Septem

ber 3, 2014. W ill r eview and get back with y ou in two weeks” on Randy ’ s receipt. The Appellants now assert that Gibson’s note d id not c onstitute acceptance o f Randy ’s check

as a f inal p ay m ent and that Randy was o bligated to pay the rem a ining balance owed under the 2010 contract. Because we f ind that the 2010 contract is void, we only e xam ine whether the acceptance of Randy ’s f inal check satisf

ied the debt owed under the 2004 contract. ¶18. The Shoem a kes contend that, because they of f ered the $1,278.36 check as a f ull and f inal pay m ent of their d ebt on t he property , under Mississippi law, Gibson could n ot attem pt
to alter t he condit i o n s o f t h e pay m ent; he w as only obligated to accept or r eject the check. The Court would note that Gibson did not actually a l ter the conditions of the check, rather he intended to r eview the check and report back to the Shoem akes two weeks later. But upon reviewing all the e vidence, including the Shoem akes’ pay m e nt receipts, whic h c oncluded with that f

inal Septem

ber 2014 c heck, the chancellor f ound that Gibson had accepted the check in f ull satisf action of the debt. This Court h as recently held that, “[ D]espite whatever contentions a party m ay have to the contrary ,” when a creditor accepts a n d c ashes a check which acts as a f

i nal pay m e nt of a debt, that creditor has accepted the check in satisf action of the debt pursuant to accord and satisf action. Triangle C

onstr. Co. v. F

o u c he & Assocs.
Inc. , 218 So. 3d 1180, 1185 (Miss. Ct. App. 2017). As such, we hold that the chancellor’s f inding of accord and satisf

action was supported by

substantial evidence. CONCLUSION

1 2¶19. Af

ter a f ull trial on the m erits of t his case, the c hancellor f o und that t he intentions of the parties were f

u lly m anif

ested in the 2004 contract. The 2010 contract was executed af ter six y ears o f continuous pay m e nts and acceptance of such p ay m ents by t he p arties. Also, the evidence did n ot s how that the parties were m ut u a l l y a w a r e o f a nd attem p ted to correct a

m ere scrivener’s error i n the 2004 contract. W e theref ore agree with the chancellor that the Appellants f

ailed to illustrate a mu t u a l m istake bey ond a reasonable doubt, a nd the 2010 contract constitutes a new, separate contract rather than a ref o rm ation. ¶20. W e f

u rther f ind that the Shoem akes i ntended f or the property in q

uestion to a ct as their hom estead property

. Because w e f ind that the 2010 c ontract i s its o wn distinct instrum ent, without Georgia’s s ignature and v alid consideration, the contract i s void. F inally , we f ind that Gibson, on behalf of the Appellants, accepted and cashed the check, m arked as the f inal
pay m ent of the c ontract. By doing so, the chancello r h e l d t h a t Randy ’s contractual obligations were extinguished pursuant t o the doctrine o f a c cor d a n d satisf action. Upon review of the record, we f

ind that substantial evidence supports the c h ancellor’s c onclusions.
For these reasons, the chancellor’s f indings of f

act, conclusions of l aw, and f i nal j udgm ent are hereby

af f irm ed. ¶21. AFFIRMED.
B A R N E S , C.J., CARLTON, P.J., GREENLEE, WESTBROOKS, M c D O N A L D , LAWRENCE, McCARTY AND C. WILSON, J J., CONCUR. J. WILSO N , P . J ., C O NCURS IN PART AND IN THE R ESULT WITHOUT SEPARATE W RITTE N OPINION.

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