IN THE COURT OF APPEALS OF THE STATE OF MISSISSIPPI NO. 2014-CA-00401-COA R. DON WILLIAMS, INDIVIDUALLY, R. DON WILLIAMS D/B/A DON WILLIAMS REALTY, AND QUADRANGLE PROPERTIES, INC. APPELLANTS

v. THE ESTATE OF HAYWOOD F. ELLIS, SR., AND ELLIS REALTY, INC. APPELLEES

DATE OF JUDGMENT: 03/07/2014 TRIAL JUDGE: HON. DENISE OW ENS COURT FROM W HICH APPEALED: HINDS COUNTY CHANCERY COURT ATTORNEY FOR APPELLANTS: JANICE T. JACKSON ATTORNEYS FOR APPELLEES: CONNIE MARIE SMITH RICHARD ALLEN EISENBERGER JR. JOHN HOW ARD SHOW S NATURE OF THE CASE: CIVIL - CONTRACT TRIAL COURT DISPOSITION: FOUND APPELLANTS OW E TO APPELLEE $48,166.67 FOR PURCHASE PRICE LISTED IN PARTNERSHIP AGREEMENT, AND APPELLANTS OW E TO APPELLEE $19,737.12 FOR MANAGEMENT FEE OF OFFICE BUILDING UNDER PARTNERSHIP AGREEMENT DISPOSITION: AFFIRMED -10/06/2015 MOTION FOR REHEARING FILED: MANDATE ISSUED: BEFORE LEE, C.J., ISHEE AND CARLTON, JJ. ISHEE, J., FOR THE COURT: ¶1. This case arises f

rom a dispute regarding a p artnership a g r e e me n t

. H.F. “W oody ” Ellis and Ellis Realty Inc. (Ellis) f iled a com

plaint against R. Don W i lliam s, individually , R.
Don W illi a ms d / b / a Don W illiam s Realty ( W illiam s), and Quadrangle Properties Inc.(Quadrangle P roperties). W illiam s then f i led a counterclaim against Ellis. Following a twoday trial in the Hinds County C h a n c e r y Court, the chancery court entered an order and opinion on Decem

ber 22, 2013. On M a r ch 7, 2014, an am ended o rder and o pinion was entered, in which t he chancery court f ound that W illiam s owed Ellis m anagem e nt f ees in the

am ount of $19,737.12. The chancery court f urther f ound that W illiam s owed Ellis $48,166.67 f

or f unds Ellis paid t o W illiam s pursuant to their partnership agreem ent, which

was rescinded by the ch a n c e r y c o u r t. Aggrieved, W illiam s f iled this appeal. Finding no error, we af

f irm

. FACTS ¶2. On March 1 9, 2 0 09, Ellis and W illiam s entered i nto a partnership agreem ent relating

to t he ownership a nd m anagem ent of the Quad r a n g l e O f f ice Com p lex (Quadrangle). The Quadrangle is a com m ercial b uilding o w ned b y Quadrangle P roperties, and is located on Ridgewood Road in J a cks o n, Mississippi. W illiam s is the p resident, vice president, and director of

Quadrangle Properties. ¶3. The partnership agreem ent is a one-page docum ent t hat was signed b y b oth W illiam s and Ellis on March 19, 2009. The agreem ent provided the f o llowing: By m utual agreem ent between Don W illiam s DBA Don W illiam s Realty and H.F. W oody Ellis DBA Ellis Realty , H.F. W oody E llis hereby agrees to purchase 1/6th ( 16.67%) interest of the [ Quadrangle] f or t he sum of Fif ty [ ]Thousand Dollars ( $50,000.00). Don W i lliam s w ill retain 5/6ths (83.33%) interest. Partners will have all righ t s and privileges pertaining to their respective interests.
It is agreed that Ellis Realty will assum e m anagem ent of said property at the earliest date of their choosing with a m anagem ent f ee of 10% of gross rent collected p e r m onth. Ellis Realty w ill occupy o f f ice space in said com

plex.

2It i s understood that all existing f urnitur e p e r inventory s heet attached will rem ain the property of Don W illiam s with Ellis R ealty granted f ull use of said inventory

. Any property of Ellis Realty w i ll be listed separately and given to Don W illiam s . In t he event o f a p rof

i t or shortage each partner will either advance or r eceive an am ount equal to their respective share.
It is agreed that Ellis Realty will diligently m anage and prof essionally m a intain [ the] property , renting space when available.
All item s o f a m ajor expense o f $500 or m ore m ust be m utually discussed and agreed upon by

both interests. Agree[ d ] this 19th day

of March, 2009. ¶4. Upon execution of the partnership agreem ent, Ellis paid W illiam s $45,833.33. Ellis claim s that he paid additional m oney towards the $50,000 in cash; however, he adm itted at trial that he did not have any proof to s h o w f or it. W illiam s and E llis also opened a bank

account at Regions Bank under the nam e Q u a drangle Properties. They deposited $10,000 into the account as “seed m oney ,” with W illiam s d epositing $8,333.33 (f ive-sixths of $10,000) and Ellis depositing $1,666.67 (one-sixth of $10,000). ¶5. On May 7, 2012, Ellis f iled a com

plaint against W illiam s and Quadrangle Properties asking that W illiam s be ordered to transf er a one-sixth interest in Q uadrangle to Ellis without
any liens or encum

brances. Upo n r e c e i p t of t he one-sixth i nterest, Ellis then asked the chancery cour t t o o rder a sale of the Quadrangle since it c ould n ot be d ivided. Ellis also sought $35,716, which h e c laim ed he was owed due to m a nagem ent f ees, expenses f

or which he had not been reim

bursed, and interest. In the alternative, Ellis asked t hat if the chancery

court did not specif

ically enf orce the partnership agreem ent, that it be rescinded and Ellis be

3restored to his pre-agreem ent s t a t u s. Finally , Ellis requested attorney ’s f ees and dam ages because he claim ed that he was a vulnerable adult. ¶6. Wi l l i a ms a n d Q u a d r angle responded to Ellis’s com p laint with their a n s w e r a n d

counter c l a i m . T he c ounterclaim asserted that t he docum ent had been erroneously titled “Partnership Agreem ent” b ecause the parties were not entering into a partnership. W illiam s argued that Ellis breached the term s of the contract by not pay i ng t he entire $50,000 f or his one-sixth interest, and by using Quadrangle’s f unds to m ake v arious unauthorized pay m ents that exceeded $500. W illiam s claim ed that Ellis had f ailed to pay m onthly rental costs f or his of f ice space at the Quadrangle, and h ad f ailed to pay shortages f or Q ua d rangle’s operations since January 2012. W illiam s f urther m aintained that Ellis b reached the contract by f a iling to f ulf i ll his m anagem ent d u t ies. Finally , W illiam s asserted that he was owed
f iduciary duties by Ellis and that those were breached. ¶7. Based o n t h e f

o r e g o i n g , W illiam s sought a judgm ent to cover the f ollowing: the $3,500 unpaid balanc e d ue f rom the $50,000; all unauthorized expenditures that exceeded $500; $30,400 f

o r the cost of of

f i ce space, of

f i ce equipm ent, and telephone service f or the period of April 2009 through June 2012; $ 8,238.50 in expenses that Ellis paid to others f or duties he was expected to perf o rm in order to earn his 10% m anagem ent f ee; dam ages arising
f rom t he alleged breach of f iduciary d

uties o w e d t o Wi l l iam s ; all s um s d ue f rom Ellis

r e p r e s e nting the alleged shortages in the operating cost of Quadrangle; cancellation of t h e alleged debt obligation; attorney ’s f ees; and pre-judgm ent and post-judgm ent interest. ¶8. Following a t wo-day trial in June 2013, the c hancery court rescinded the partnership

4agreem ent because she f ound that the “parties engaged in a course of dealing t hat included various decisions based o n a m b iguous understandings that c a ll[ ed] into question even sim ple language us e d in the [ p]artnership [ a]greem ent but t hat also vitally im paired true perf orm ance of the contract t erm s.” The chancery c ourt cited the f act that the prim ary reason f or the existence of the contract was to transf e r a o ne-sixth interest in Quadrangle to Ellis, and t hat the transf

er never occurred. The chancery court then f ound the f

ollowing in term s of quantum m eruit relief

: (1) W illiam s owed Ellis $19,737.12 in m a nagem ent f ees; (2) W illiam s owed Ellis $48,166.67 f or the f u nds Ellis p a i d t o W illiam s f or the purpose of

purchasing 1/6th interest in Quadrangle; (3) W illiam s ’s request to obtain past rental pay m e nts f rom Ellis was denied; (4) W illiam s ’s request f or past shortages f

rom Ellis was denied; (5) No reim

bursem ent f

or expenses was due to or due f rom e i ther party ; and (6) Ellis’s request f

or repay m ent of a p rom issory

note was denied. ¶9. Aggrieved, W illiam s f iled this appeal. Finding no error, we af f irm

. STANDARD OF REVIEW ¶10. This Court will not rev e r s e a c h a n c e r y court’s f indings “when supported by substantial evidence u nless the chancery court abused his or her discretion, was m anif estly wrong, was clearly erroneous, o r a n erroneous legal standard w a s applied.” Alexander v. Alexander , 95
So. 3d 696, 698 (¶5) ( Miss. C t. App. 2012) (citing Sanderson v
. Sanderson , 8 24 So. 2d 623, 625-26 (¶8) (Miss. 2002)).
ANALYSIS

5¶11. The c hancery court f ound that the partn e r s h i p a g r e e ment should be rescinded due largely in part to the f

act that the one-sixth interest in Quadrangle was never transf erred to Ellis. T h e M i s sissippi S uprem e Court has held the f ollowing with regard to rescinding

contracts: The term inatio n o f a contract is a n extrem e rem edy that should b e sparsely granted. Term ination is perm itted only f o r a m aterial b r e a c h

. A breach is m aterial w hen there is a f

ailure to perf

orm a substantial p art of the contract or one or m ore of its essential term s or conditions, or if there i s such a breach as substantially def

eats its purpose, o r when the breach of the contract is such t hat u pon a reasonable construction of the contract, it is shown that t he partie s considered the breach as vital to the existence of the contract.
J.O. Hooker & Sons Inc. v. R obe r t s C a b i n e t Co. , 683 So. 2d 396, 402-03 (Miss. 1996) (citation and internal quotation m a rks om itted). W e agree w ith t he chancery court that since the prim ary purpose of the p artnership agreem ent, i.e., t he transf er o f the one-sixth interest to Ellis, was never f

ulf i lled, the partnership agreem e n t should be rescinded.
1. W hether the chancery court erred i n its application of quantum meruit by awarding a 1 0% management fee to Ellis, less s o m e p a yments to others for performing duties. ¶12. W i lliam s f

irst a rgues that the chancery c ourt erred in i ts application of quantum m eruit by awarding Ellis $17,510.75 i n m anagem ent f ees. “Quantum m e ruit r ecovery is a contract

rem edy which m ay be prem ised either on express or im plied contract, and a prerequisite to establishing grounds f

or quantum

m eruit recovery is the c laim a nt’s reasonable expectation of com p ensation.” In re W

ilhite , 121 So. 3d 301, 305 (¶8) ( Miss. C t. App. 2 013) (quoting Tupelo Redev. Agency v. Gray Corp. , 972 So. 2d 495, 514-15 (¶56) (Miss. 2007)). ¶13. The partnership agreem ent expressly stated that Ellis would “ assum e m anagem ent of

6[ Quadrangle] at the earliest date of their choosing with a m anagem e nt f ee of 10% of gross
rent c ollected per m onth.” The c hancery court f ound the am o unt of rent received f r om April
2009 through August 2012 t o be $404,601.22. T heref o r e, pursuant to the term s of the partnership a greem e nt, Ellis would have been entitled to m anagem ent f ees in the am ount of $40,460.12. However, W illiam s argued that Ellis paid Robert Elli s , C i ndy Ellis, W arren Ellis, Penny W ariner, R on Scarborough, and Al Dahduh to perf orm h is m anagem ent duties. The chancery court agreed that the $20,723 that E llis paid Robert Ellis, Cindy E llis, W arren Ellis, Penny W ariner, and Ron Scarborough should be of f set f rom the total am ount owed to Ellis; but the chancery court h e l d that b ecause Al Dahduh w as working f or W illiam s, W i lliam s was not entitled to an of f set f or the f ees paid t o h i m. A c c o rdingly , t he chancery court f ound that W i lliam s owed Ellis a total of $19,737.12 in m anagem ent f ees. ¶14. W e f

i n d t h a t the c hancery court was well within its discretion t o f ind that W illiam s owed Ellis $19,737.12 in m anagem ent f ees. This issue is without m erit.
2. W hether Ellis breached a duty owed to W illiams. ¶15. W i lliam s a rgues that “Ellis expanded his privileges bey ond the expectatio n o f

. . . W i lliam s and without notif y i ng . . . W illiam s by pay ing f am ily , third p a r t i e s, initiating telephone services not n e eded previously a n d b y f ailing to pay f

o r the new of

f ice space he took under h is possession and control even with a p ay ing tenant in the space.” In addition,
W i lliam s claim s t h a t Ellis did not inf orm W illiam s that he had loaned $3,000 to Quadrant with a note signed solely

by Ellis. ¶16. W i lliam s argues that Ellis could not ha v e h a d a “ r e a s o n a b l e e x p e c t a t i on that

7Quadrangle would pay f or telephone service that it didn’t have prior to his entry without the
agreem ent o f

. . . W illiam s.” W illiam s m aintains that while t he partnership agreem ent allowed Ellis to occupy space at t he Quadrangle, it m ade no ref erence to the issue of rental costs, utilities, or new telephone service. W illiam s argues that with regard to Ellis’s allowed of f ic e s pace ref

erenced in the partnership agreem ent, W illiam s had been r ef erring to a specif ic o f f ice upstairs that was a djacent to his. Instead, Ellis m o ved into an of f ice space downstairs that w as being rented by a tenant. Consequently , W illiam s a sserts that Ellis was responsible f

or the cost of

the f air m arket rental and utilities. ¶17. The chancery court f ound that W illiam s was not entitled to be reim bursed f or of f ice

rent or the new telephone service. Again, the c hancery court properly looked to the language
in t he partnership agreem ent, which provides that “Ellis Realty w ill occupy of f ice space” in Quadrangle. Indeed the p a rtnership agreem ent does not specif y that Ellis was e x pected to
occupy a n of

f ice u pstairs. W e f

ind no error with the c hancery court’s f inding that W illiam s did not im

properly occupy the downstairs of f ice space. The partnership agreem ent did not

m andate or prohibit W illiam s f rom occupy ing specif

ic spaces i n the building. Hence, Ellis cannot use the partnership agreem ent f or recovery of

f air m arket rent or utilities. ¶18. The partnership agreem ent f urther states that “[ a]ll item s of a m ajor expense of $500

or m ore m

ust be m utually discussed and agreed upon b y both interests.” W e agree with the chancery court that a telephone s ervice would not be considered a m ajor expense, a s it would

not cost m ore than $500. As such, we f ind that the chancery court’s f indings are based on substantial evidence and should not be disturbed.

8¶19. W i th regard to the argum ent that Ellis owed W illiam s a duty , W illiam s does not cite

any authority to support his position. “Missi s s i p p i Rule of Appellate Procedure 28(a)(6) requires a n appellant’s brief to contain the contentions of [ t he] appellant w ith r espect to the issues presented, and the reasons f or those contentions, with c itatio n s t o t h e authorities, statutes, and p arts of the record relied on.” Norwood v. Miss. Dep’t of Emp’t Sec. , 105 So. 3d 408, 410 (¶5) (Miss. Ct. App. 2012). “Failure to cite any authority is a procedural bar, and

a reviewing court is u nder no obligation to c onsider the assignm ent.” Id

. Accordingly , we decline to address W illiam s’s assignm ent of error relating to any

duty owed.
3. W hether the chancery court e rred by crediting t h e $ 1,666.67 contributed to the Regions Bank a ccount opened for Qu a d r a n gle toward the purchase price of $50,000. ¶20. W i lliam s and Ellis deposited $10,000 in “seed m oney ” into a bank account at Regions Bank on March 1 9 , 2009. W illiam s deposited $8,333.33 (f ive-sixths of $10,000), and Ellis deposited $1,666.67 (one-sixth of $10,000). The chancery court looked at the language of the p artnership agre em ent a nd determ ined that the parties had operated outside the f our

corners o f the a greem ent with r egard t o the seed m oney , and c onsequently , s he did not know the parties’ i ntentions. She again applied the theory of quantum m eruit to “equitably resolve this m atter by restoring the parties to t h e i r o r i g i n a l conditions.” As a result, the chancery court ordered that W i lliam s return to Ellis the $1,666.67. ¶21. I n “ s i t u a t i o ns where there is no legal contract but where the person sought t o b e charged is in possession of m oney . . . which i n good conscience and j ustice h e should not retain

. . . , t he courts im

pos[ e] a duty to ref

und the m o ney

. . . to the person to whom

. . . it

9ought to b elong.” Ace Pipe Cleaning Inc. v. Hemphill Const. Co. , 134 S o. 3d 7 99, 806 (¶29)

(Miss. Ct. App. 2014). W e a g r e e w i t h t h e chancery court that, based on the theory of quantum m eruit, Ellis was entitled to be reim bursed the $1,666.67 that he had deposited in the bank account.
4. W hether the case should be remanded to the chan c e r y court to determine the reaso n a b l e v a l ue of the services rendered by Ellis as a remedy or t o de t e r m i n e the value added to the p rofitability of the Quadrangle or Quadrangle Properties as a remedy. ¶22. W i lliam s argues t hat the chancery c ourt “erred in its applicat i o n o f t h e rem edy and
recovery of dam ages i n quantum m eruit and that the f indings are a gainst the overwhelm ing weight of the e vidence.” W illiam s does not elaborate as to what h e believes w ould c onstitute

a r easonable value of the services rendered by Ellis, nor does he cite any c a selaw to support his proposition. Again, this Court has f irm l y established that “[ f

] ailure to c ite any authority is a procedural bar, and this Court is under no obligation to consider the assignm ent.” United Plumbing & Heating Co. v. Mosley , 835 So. 2d 88, 9 2 (¶8) (Miss. Ct. App. 2002) (citation

om itted). Furtherm ore, f

or the reasons stated throughout t his opinion, w e do n ot a gree that the chancery c ourt’s f

indings w ere against the overwhelm ing weight of the evidence. This issue is also without m e rit.
5. W hether the chancery court erred – not in rescinding the partnership agreement – but r a ther i n r e s cinding it and then using its terms to fashion a quantum meruit remedy r ather than the reasonable value of the services. ¶23. Finally , W illiam s argues t hat t he c h a n c e r y c ourt erred in r escinding t he partnership
agreem ent, but still using s om e of the term s to shape a quantum m eruit r e me d y . We l ook

1 0once again t o this Court’s def inition of quantum m eruit. This Court ha s d e f i n e d quantum

m eruit recovery as “a contract rem edy which m ay be prem i sed either on [ an] express or im p lied contract.” In re W

ilhite , 1 21 So. 3d at 305 (¶9) ( citation om itted). “[ A ] prerequisite

to establishing grounds f

or quantum m eruit r ecovery is the claim ant' s reasonable expectation of com pensation.” Id. There are f our essential elem ents of recovery under a quantum m eruit claim : (1) valuable services were rendered or m aterials f u rnished; (2) f o r the person sought to be charged; (3) which services and m aterials were accepted by the p erson sough t t o be charged, used and enjoy ed by him ; and (4) under such circum stances as reasonably n o t i f ied person sought to be charged that plaintif

f , in p erf orm ing s uch services, was expected to be paid by [ the] person sought to be charged. Id. (citing Tupelo Redev. , 972 So. 2d at 514-15 (¶56)). ¶24. W e f

ind that the chancery court properly applied the theory of q uantum m eruit. She ref erenced the p arties’ p artnership agreeme n t f o r the p urpose o f d eterm ining the parties’
i n t e n t ions and reasonable e xpectations in what t hey would be com pensated. This issue i s also without m erit. ¶25. T H E J U D G M E NT OF THE HINDS COU N T Y C H A N C E R Y C O U R T I S AFFIRMED. A LL COSTS OF THIS APPEAL ARE ASSESSED T O THE APPELLANTS. LEE, C.J., BARNES, CARLTON, M A XW E L L, JAMES AND WILSON, JJ., C O N CUR. G RIFFIS, P.J., AND FAIR, J., C ONCUR IN PART AND IN T H E RESULT WITHOUT SEPARATE WRITTEN OPINION. IRVING, P.J., CONCURS IN PART AND DISSENTS IN PART WITHOUT SEPARATE WRITTEN OPINION.

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