IN THE COURT OF APPEALS OF THE STATE OF MISSISSIPPI NO. 2014-CA-00068-COA HOME BASE LITTER CONTROL, LLC APPELLANT

v. CLAIBORNE COUNTY, MISSISSIPPI APPELLEE DATE OF JUDGMENT: 12/13/2013 TRIAL JUDGE: HON. LAMAR PICKARD COURT FROM W HICH APPEALED: CLAIBORNE COUNTY CIRCUIT COURT ATTORNEY FOR APPELLANT: KENNETH B. RECTOR ATTORNEYS FOR APPELLEE: BARBARA BLACKMON EDW ARD BLACKMON JANESSA EMONTAN BLACKMON NATURE OF THE CASE: CIVIL - CONTRACT TRIAL COURT DISPOSITION: SUMMARY JUDGMENT GRANTED TO APPELLEE DISPOSITION: REVERSED, RENDERED, AND REMANDED - 06/16/2015 MOTION FOR REHEARING FILED: MANDATE ISSUED:
EN BANC. ROBERTS, J., FOR THE COURT: ¶1. Hom e Base Litter Control L LC entered into a co ntract with C l aiborne County f or rural solid-waste-collection services. Claiborne County term inated the contract early , and Hom e Base sued f

or breach of contract and dam ages. The C laiborne County C ircuit Court granted

sum m ary judgm ent i n f

avor of Claiborne County , f i nding tha t t h e s i x-y ear eight-m onth contract entered into by the parties violated the six-y ear statutory m axim um in Mississippi Code Annotated section 17-17-5(1) (Rev. 2012), and that the County could not be f ound in breach of an illegal contract. W e f ind this was in error.¶2. A s everability clause in the contract allowed f or the s everance of any illegal term

. The only illegal term was t he e xtension of the contract by eight m onths past the six-y ear statutory

m axim u m . Severing the illegal portion of the contract, the l ast eight m onths, the rem aining six-y ear contract com

plies with the statute, and is legal. ¶3. Because the c ontract was valid and e n f orceable f o r six y ears, the County breached its contract with Hom e Base w hen it term inated the contract prior to the expiration ofthe sixy ear term without proper notice. W e reverse the grant o f sum m ary judgm ent in f avor of the County , and render partial s um m ary judgm ent in f avor of H om e Base. W e rem and f or a hearing on dam a ges suf

f ered by Hom e Base f

or the breach.
FACTS AND PROCEDURAL HISTORY ¶4. I n J a n uary 2008, the Claiborne County Board of Supervisors issued a r e q u e s t f o r
p r o p o s a l s ( R

F P ) fo r r u r a l s o l i d

- w aste-collection and solid-waste-disposal s e r v i c e s . C l a i b o r

n e County provided the RFP and contract docum ents to com panies t hat had expressed interest in subm itting a bid, including Hom e Base. ¶5. The RFP provided: This Contract shall be f

or an initial term f

rom April 1, 2008[ ,] t o a nd including March 31, 2011. The initial te r m o f t his C ontract m ay be a utom atically extended without any f

urther action by the parties f or one (1) additional three (3) y ear term upon the sam e t e r ms a n d conditions unless the County or Contractor elects to term inate this Contract ef f ective upon the expiration of the initial three ( 3) y ear term by giving the other party at least sixty (60) day s prior written notice of term ination by certif ied m ail, return receipt requested . . . . ¶6. Hom e B a se subm itted the winning bid. On March 4 , 2008, Claiborne C ounty awarded the contract to Hom e Base. As provided in the RFP, t he contract was set to run f rom April

21, 2008, to M a r c h 31, 2011, with an autom a t ic three-y ear extension, unless a notice of

term ination was given a t least s ixty day s prior to March 31, 2011. On March 31, 2008, Hom e Base and Claiborne County e ntered into the “Rural Solid W aste Collection Services Agreem ent.” ¶7. O n M a r c h 13, 2008, P ref erred Transport Com

p any LLC (PTC), an uns u c c e s s f u l bidder, challenged the contract e ntered into between Claiborne County and Hom e Base. PTC alleged t hat the County had im properly considered f

actors outside the RFP i n awarding the

contract to Hom e Base. Specif icall y , t h e C ounty c onsidered that Hom e Base was “owned by a local resident, would of f er special services f

or e lderly custom ers, and [ would] provide

em ploy m ent f or local residents.” P referred Transp. Co. v. Claiborne Cnty. Bd. of Sup’rs , 32
So. 3d 5 4 9, 553 (¶9) (Miss. Ct. App. 2010). The Claiborne County Circuit Court agreed that the County had exceeded i ts authority in considering f a ctors outside the RFP, and reversed Claiborne County ’s decision to award the bid to H om e Base. Id. T h e t r i a l court ordered Claiborne County to r eopen the bidding process to include the additional f actors in its RFP. Id. at 551 (¶4). The trial court’s order provided that Hom e Base was “tem p orarily allowed to continue” providing disposal services during the rebidding process. PTC a p pealed, and this Court af

f i r m e d the trial court’s decision. Id. at 555 (¶17). ¶8. In c om

pliance with the trial court’s order, Claiborne County issued a second RFP on August 2 6, 2008. The second RFP provided that Claiborne C ounty of f ered the proposals “in accordance with the Order of the Circuit Court of Claiborne C ounty , dated August 6, 2008.” The contract docum ents and specif ications contained in the s econd RFP, sim ilar to the f irst

3RFP, provided that t he contract would be f or an initial term of three y ears, with an autom atic three-y ear extension, unless proper notice of term ination was given. ¶9. H o me B a s e a g a i n s ubm itted the winning bid. P ursuant to the term s o f the seco n d RFP, Claiborne County awarded H om e Base a three-y ear co n t r a c t c o m m e n cing on Decem

ber 8, 2008. In so doing, Claiborne County a s s e r t s that instead o f creating a new contract, Claiborne County and Hom e Base executed an extension o f the original contract, c o m m itting the parties to an “additional” three-y ear period com m encing on Decem ber 8, 2008, and extending through Decem ber 8, 2011. The s e cond agreem ent incorporated t h e t e r ms and conditions of

the prior contract through the f ollowing provision: This contract shall be in f orce and ef

f ect and is to be com

ported under the sam e te r m s and conditions as the prior contract between the parties[ ,] which com m enced on April 1, 2008. All p a y m ents, f inancial term s, collection specif i cations, insurance coverage, com pliance conditions a nd disclosure requirem ents are to rem a in the sam e as agreed to within the prior contract. The term ination provision in the second agreem e n t, sim ilar to the f irst, states: The initial term of this contract m ay be autom a tically e x t e n d ed without any f urther action b y the p arties f or one (1) a dditional three (3) y ear term u pon the sam e term s a nd conditions unless the County o r Contractor elects to t erm inate this Contract ef

f ective upon the expiration of the initial three (3) y ear term by giving the other party at least sixty ( 60) d ay s prior written notice of term ination by certif ied m a il, return receipt requested . . . . ¶10. O n May 11, 2012, Claiborne C ounty notif ied Hom e B ase by letter that t h e s e c o n d
agreem ent would be t erminated in twenty day s, on May 31, 2012. Claiborne County adm itted that it f

a iled to give Hom e Base notice as set o ut in the contract of i ts intention to
term inate the s econd agreem ent. However, the County asserted t hat the contract violated the six-y ear statutory

lim it of section 17-17-5(1), and it could not be held to its term s.

4¶11. Hom e Base sued Claiborne County f or breach of contract, arguing that the contract
at issue indeed f

ell within the statutory lim it of section 17-17-5(1). Hom e Base argued that Claiborne County ’s untim ely term ination without sixty day s’ n otice prior to Decem ber 8, 2011, constituted a breach of contract, thereby entitling Hom e Base to dam ages. Both Hom e Base and Claiborne County f i led m otions f

or sum m ary

judgm e n t. ¶12. Hom e Base argued that the current term began upon the award of the new contract in
Decem ber 8, 2008, and provided f or a p erm issible term of only six y ears. Hom e Base also argued that the second agreem ent incorporated the term s of the prior contract, and thus f ailed

to c onstitute a m ere extension of the prior void contract. Hom e Base f urth e r a s serted that

s ince, a t no p oint prior to Decem ber 8, 2011, d id it r eceive a notice of an intention t o
term inate the s econd a greem ent, the second agreem ent autom atically extended f or an additional three-y ear term expiring on Decem

ber 8, 2014. ¶13. In contrast, C laiborne County argued that the e f f e ctive date and contract term of the second a greem ent began on April 1, 2008—the ef f ective date of the f

irst a greem ent that was judicially set aside by t he trial court—and ended on Decem ber 8, 2014. Claiborne County argued that the second a greem ent exceeded the m axim um statutory term of six y ears and was theref ore a utom atically void, and that it could n ot be f ound in breach of a void contract. See Miss. Code Ann. § 17-17-5(1). ¶14. O n F e b r u a r y 3 , 2 0 1 4 , t he trial court denied Hom e B ase’s m otion f o r s u mma r y judgm ent, but g ranted the m otion f or sum m ary judgm ent f

iled by C laiborne County , f inding: [ H]ad the contract been f o r a t e r m of six y e ars, a s it was originally , it w ould have com plied with [ section 17-17-5(1)] and b een term inable o nly pursuant to

5the contract’s p rovisions. However, the contract was f o r a period of m ore t han six y ears; theref

ore, the contract is void and the Claiborn e County Board of Supervisors was within its rights to cancel the c ontract as it did. It was b y the choice of the parties that subsequent to this court ordering Claiborne County to reopen the bidding process that an “ Exte n sion of S olid W aste Collection Contract” was executed[ , ] rather than a new Solid W aste C ollection Contract. Accordingly , t his Court f

inds that Def

endant was not b ound by the term s of the contract and was w ithin its rights to term i nate the contract a s it did, d espite the f act that it w as not in com

pliance with the term i nation provision set f orth in the contract. ¶15. Hom e Base appeals, a sserting the f ollowing i ssues: (1) t he t rial court e rred in f inding the contract exceeded the six-y ear statutory m axim um ; (2) Claiborne County was estopped
f rom taking a position contrary t o its second RFP; and (3) any i nvalid provision in the extensio n c o n tract was severable with the rem a inder of the c ontract to rem ain enf orceable

as written. W e f

ind H om e Base’s third a r g u m e nt m e r itorious and reverse the grant of

sum m ary judgm ent in f

avor of the County

. STANDARD OF REVIEW ¶16. W e review the grant o r denial of a sum m ary -judgm ent m otion de novo. Hill v. City

o f H o r n Lake , 160 So. 3 d 671, 675 (¶8) (Miss. 2015). Sum m ary judgm ent i s a ppropri a t e when “the pleadings, depositions, answers to i nterrogatories and adm issions o n f ile, together with the a f

f idavits, if any , show t hat there is n o genuine issue a s to any m aterial f a ct and that the m oving party is e ntitled to j udgm ent as a m atter of law.” M.R.C.P. 56(c). “The evidence is viewed in the light m ost f avorable to the party opposing the m otion.” Davis v. Hoss , 869
So. 2d 3 97, 4 01 (¶10) (Miss. 2004). However, “an adverse party m ay not r est upon the m ere allegations o r denials o f his pleadings, but h is response . . . m u s t s e t f o rth specif

ic f acts showing that there is a genuine issue f or trial.” M.R.C.P. 56(e).

6ANALYSIS

I. Six -Year Statutory Max im um of Section 17-17-5(1) ¶17. Hom e Base argues that the second solid-waste-collection contract was a new contract with the County

f or a distinct six-y ear term , which com plied with section 17-17-5(1). The trial court, however, f

ound that the second agree me n t was an “extension” of t he f irst, thus

crea t i n g a six-y ear eight-m onth contract, in v iolation of the s tatute. This issue is one of contract interpretation. ¶18. Section 17-17-5(1) p r ohibits a board of supervisors f rom entering into a contract f o r solid-waste collection that exceeds six y ears. It states: Af ter Decem

ber 31, 1992, t he board of supervis o r s a n d / o r m u n i c i pal governing body shall provide f

or the collection and disposal o f garbage and t he disposal o f rubbish. The b oard of supervisors and/or m u nicipal governing body m a y provide such collection or disposal services by contract with private or other c o n t r o l l i n g agencies, a nd the service m ay include house-to-house servic e o r t h e placem ent of regularly serviced and controlled b ulk ref u se receptacles within reasonable distance f

rom the f

a rthest a f f ected household, and t h e w a s t es disposed of in a m anner acceptable to the departm ent and within the m eaning of this chapter. The board of supervisors a nd/or m unicipal g overning body shall have the powe r t o a n d are hereby authorized to enter into contracts related in a ny m anner to the collection and transportation of solid wastes f or a term of up to six (6) y ears . . . . ¶19. Regarding the term agreed to, the second contract states: [ Claiborne] County desires to extend said prior contra ct f or an additional period of [ three] y ears com m encing on Decem b er 8 , 2 0 0 8 , a s authorized by section 3.0 of

said prior contract.

. . . . 1.0 Contract: Claiborne Cou n ty agrees t o contract with Hom e Base Litter Control f or the c olle c t i o n of solid waste within the County f or an additional period o f three y ears c om m encing on Decem ber 8, 2008, unless substantially

7am ended a nd/or rendered n ull and void by Order of the Mississippi S uprem e

Court, or other authorized jurisdiction. The second contract also incorporated the f o llowing provision of the f irst contract: This contract shall be in f orce and ef

f ect and is to be com

ported under the sam e term s and c onditions as the pr i o r contract between t he parties which com m enced on April 1, 2008. All pay m ents, f inanc i a l term s, collection specif i cations, insurance coverage, com pliance conditions a nd disclosure requirem ents are to rem a in the sam e as agreed to within the prior contract. ¶20. Naturally , the parties have d if f ering opinions as to the m eaning of the contract. Hom e Base argu e s the s econd contract is a new contract—i.e., a legal six-y ear term —while the County argues the second contract is an extension of th e f i r s t—i.e., an illegal six-y ear eight-m onth term

. But “[ t]he m ere f act that t h e p a r t i e s d i sagree about the m eaning of a contract does not m ake the contract am biguous as a m a tter of law.” Royer Homes of Miss.
Inc. v. C handeleur Homes Inc. , 8 5 7 So. 2d 748, 753 (¶10) ( Miss. 2003). It is t his Court’s duty t o look to the t erm s of the contract and seek its legal intent f rom an o bjective reading of the words em

ploy ed. I d. at 752 (¶10). In doing so, w e f i rst look to the “f

our c o rners” of the contract to determ ine i ts m eaning. Id. W e m ay only go bey ond the f our c or n e r s i f t h e
contract i s am

biguous, and if we c annot harm onize its provisions with the p arties’ apparent intent. Id. If the contract is unam biguous, i t w i l l b e e n f

o rced as written. Id. at 751 (¶7). Contract construction is a question of law, which we review de novo. Id. at 752 (¶7). ¶21. W e f

ind the second a greem ent is plainly an extension of the f irst contract. T h e second
agreem ent is entitled “Extension o f Solid W aste Collection C o ntract.” It specif ically states that t he “County desires to extend said p rior contract f or an additional period o f [ three] y ears

com m encing on Decem

ber 8, 2008

. . . .” I t f

urther states that the “County a grees to contract

8with Hom e Base Litter Control f or the c ollection of solid waste within t he C ounty f or an additional period of three y ears com m encing on Decem ber 8, 2008

. . . .” Finally , it provides that the second a greem ent is “to be com p orted under the s a m e term s a nd conditions as the prior contract between t he parties which com m enced on April 1, 2008.” Based on these plain

term s in t he second a greem ent, the second agreem ent is not a n ew c ontract, but an extension of t he f i rst. Because there i s no am biguity in the plain term s of the contract, there is no need

to g o bey ond the f

our corners of the contract. We f i n d t h at since the second agreem ent is plainly an extension of the f irst, the com

bined agreem ents created a s i x - y e a r eight-m onth contract, in violation of section 17-17-5(1). ¶22. Hom e Base a rgues t hat this f inding i gnores o ur prior decision that i nvalidated the f irst
agreem ent. See Preferred Transp. Co. , 32 So. 3 d at 553 (¶11). Hom e Base asser t s t hat because the f

irst contract was set a side, there is no contract that could be extended. The key

to whether the f

irst contract c ould be perm issibly extended is whether t he f irst contract was “void” or “voidable.” A “void” contract is one that is illegal ab initio a s a m atter of law, whereas a “voidable” contract is one that is later set aside due t o som e external f actor. W ells Fargo Advisors LLC v. Runnels , 126 So. 3d 1 37, 144 (¶25) (Miss. C t. App. 2013) (citing In

re Hood , 958 So. 2d 790, 815 (¶87) (Miss. 2007)). “Void ab initio m eans that a c ontract is null f rom the beginning if it seriously of f ends law or p ublic policy , in contrast to a contract that is m e rely voidable at the election of o ne o f t he parties.” Id. For exam ple, a contract entered into by f

raudulent inducem ent—an illegal f actor outsi d e the contract—renders a contract voidable, not void. Turner v. W a kefield , 481 So. 2d 846, 848-49 (Miss. 1985). A

9voidable c ontract w ill only be invalidated i f “ t h e o ne def rauded

. . . act[ s] prom

ptly and
f inally to r epudiate the agreem e nt[ .]” Id. If no acti o n i s t a k e n by the def rauded party , the voidable contract will continue l egally in existence. A voidable contract can be revived, but a void contract cannot. ¶23. Here, the f

irst contract was voidable, a s there was nothing within the contract itself that was illegal. The contract was invalidated because the County unlawf ully considered
f actors not listed in its RFP, and it was challenged by Hom e Base’s com peting b idder. If the

c o n t r a c t had not been challenged, it would have rem ained in f ull f orce and ef

f ect, as there

was nothing within the contract itself that r endered the contract void. H om e Base operated under t h e f

i rst contract f

rom i ts inception on April 1, 2008, u ntil Decem ber 8, 2011, when the contract was rebid and the extension contract becam e ef f ective. W hen the contract was rebid, the County ’s unlawf u l a c t o f c o n sidering f

actors outside the RFP was cured. The extension contract, rather than awarding a n ew six-y ear contract, restarted t he six-y ear term and reinstated the provisions of the f irst contract. Because the f i rst contract w as voidable,

not void, t he parties w ere within their rights to extend the f i rst contract and i ncorporate its

term s into the second agreem e nt. ¶24. Because the s econd agreem ent was an extension of the f irst, i t created a six-y ear eightm onth contrac t, in v iolation of section 17-17-5(1). However, as w ill be discussed in issue three, we d o not f

ind the contract entirely void, but rather o nly void i nsom uch a s it exceeded the statutory

m axim um of six y ears. II. Estoppel

1 0¶25. Next, Hom e Base a rgues Claiborne County i s estopped f r om t a k i n g a p o s i t i o n contrary
to the term s of the s econd RFP under the theories of equitable estoppel a nd quasi-estoppel. ¶26. “[ E]stopp e l fo r

b ids one f rom both gaining a benef

it under a contract and then avoiding the obligations of that sam e contract.” B ailey v
. Estate of Kemp , 955 So. 2d 777, 782 (¶21) (Miss. 2007). Equitable estoppel applies where t he f ollowing f

actual elem e nts are proven: “(1) belief and reliance on som e representation; (2) change o f position, as a result thereof ; (3) detrim ent or p rejudice c aused by the change of position.” Cmty. Extended Care Ctrs. Inc.

v. Bd. of Sup’rs for H

umphreys Cnty. , 756 S o. 2d 798, 804 (¶24) ( Miss. Ct. App. 1999)

. Quasi-estoppel, a sim ilar d octrine, “‘precludes a party f rom asserting, to a n o t her’s disadvantage, a right inconsistent with a position i t has previously taken,’ and ‘applies when it would be unconscionable to allow a person to m a intain a position inconsistent with one to which he acquiesced, or f

rom w hich he accepted a b enef it.’” Bailey , 955 So. 2d at 782 (¶21) (quoting Bott v. J.F. Shea Co. , 299 F.3d 508, 512 (5th Cir. 2002)). ¶27. W h ile Hom e Base a rgues it has proven a case f or e stoppel, i t is well settled that “no estoppel m a y be enf

orced ‘against the state or its counties where t he acts o f t heir of f icers

were unauthorized.’” C

mty. E xtended Ca r e C t

rs. , 756 So. 2d at 804 (¶24) (quoting Bd. of Educ. of Lamar C nty. v. Hudson , 585 So. 2d 683, 688 (Miss. 1991)). The County was clearly unauthorized by section 17-17-5(1) to contract f o r m ore than six y e a r s with Hom e Base.
Hom e Base’s estoppel argum ent is without m erit.
III. Severability Clause ¶28. Alternatively , Hom e Base argues that if the a g reem ent illegally exceeded s ix y ears by

1 1virtue of the e xtension contract, the agreem ent was not rendered entirely void. It points to

a severability clause i n t he contract, which allows f or t h e s everance of any illegal term

. It
argues that severing the p ortion of the contract that exceeded six y ears wo u l d ma ke the
agreem ent valid. ¶29. The severability p rovision in the extension agreem ent, to which both the County and
Hom e Base agreed, states:
In c ase any one or m ore of the provisions contained in this Contract shall, f or any reason, be held to be invalid, illegal or unenf orceable i n any respect, such invalidity , illegality or unenf orceability shall not a f

f ect a n y other provisions of this Contract and this Contract shall be c onstrued as if s uch invalid, illegal or unenf orceable provision had never been c ontaine d h e r ein; provided[ ,] however, that it is the intention of the parties hereto that in lieu of e ach term , clause, or provision that is held to be invalid, illegal, or unenf o rceable, there shall be added as a part of this C ontract a term , clause or provision as sim i lar in term s to such invalid, illegal or unenf orceable term , clause or provision as m ay be possible and be valid, legal or enf orceable. ¶30. W e agree with Hom e Base’s argum e nt that the contract was illegal only inasm uch as it exceeded the statutory m axim um of six y ea rs. Under the severability provision, the last eight m onths o f the six-y ear eight-m onth contract could be stricken. Striking the f inal eight

m onths o f the contract, the rem aining six-y e a r term of the contract com plies with the statute and is binding and enf

orceable. ¶31. Hom e Base argues that the County breached the contract by f ailing to give notice of

term ination sixty d a y s prior to t he expiration of the f irst three-y ear term

. To prove breach of contract, a claim a nt m

ust show “by a preponderance of the e vidence: 1. the existence of

a valid and binding contract; and 2. that the def endant has broken[ ] or breached it[ .]” Bus. Commc’ns Inc. v. Banks , 90 So. 3d 1221, 1224 ( ¶10) (Miss. 2012) (citation om itted).

1 2“[ M]onetary dam a ges are a rem edy f or b reach of c ontract, n ot an elem ent of t he claim .” Id.

at 1225 ( ¶11). “However, a plaintif f seeking m onetary dam ages f or breach of contract m

ust put into evidence, with ‘as m uch accuracy as’ p ossible, proof o f the dam a ges being sought.” Id. at ( ¶12) (quoting Thomas v. Global Boat Builders & Repairmen Inc. , 482 So. 2d 1112, 1116 (Miss. 1986)). ¶32. The contract required Claiborne County to g ive sixty day s ’ notice of term ination prior

to t he end of the f

irst three-y ear term

. The f irst three-y ear t erm began o n April 1, 2008, and ended on April 1, 2011. The contract required notice of term ination t o be given sixty day s prior to t he expiration of the f irst term , or no later than February 1, 2011. Because no notice

was given, the term extended a second three y ea r s , until April 1, 2014. Claiborne County notif ied Hom e Base on May 11, 2012, that the contract would be term inated in twenty day s,

on May 31, 2012. A s f

ound above, the contract was valid and enf orceable f or the f irst six
y ears. B ecause C laiborne County f ailed t o com

ply with the contractual notice requirem ent during those six y ears, it was in b reach of c ontract, and Hom e Base is entitled to dam ages f or that breach. Hom e Base is entitled to dam ages f or the breach f

rom May 31, 2 012—the date the contract was term inated—until April 1, 2014—the date the contract expired by law. The

am ount of dam a ges to be awarded is a f actual question, which m u st b e d eterm ined by the trial court. ¶33. W e note that t he County asserts Hom e Base has waived its argum ent r e g a r d i ng the severability provision because it was not specif i cally raised bef

ore t he trial court. Issues not raised bef ore the trial court are procedurally barred f rom consideration on appeal. Brown v.

1 3Thompson , 9 27 So. 2d 7 3 3, 738 (¶16) (Miss. 2006). “However, this procedural bar clearly

applies only to an issue neve r r a ised below, which is not the sam e as a dif f erent a rgum ent pertaining to the sam e i ssue.” I d

. T h e issue r aised in H om e Base’s sum m ary -judgm ent

m otion w as whether the County breached its con t r a c t with Hom e B ase. The a rgum ent regarding the severability clause is a dif f erent argum ent pertaining to this issue. W e f ind our review of the issue is not only appropriate, but r equired. This m atter is bef o re the Court on appeal of cross-m o t ions f or s um m ary judgm ent. The m atter f or review is solely a question of law—whether the trial c ourt erred in granting s u mma ry judgm ent in f avor of Claiborne County

. Our standard o f review is de novo. Criss v. Lipscomb O il Co. , 990 So. 2d 771, 772 (¶2) (Miss. Ct. App. 2008). W e are required to “consider all o f the evidence bef ore the [ trial]

court . . . .” Id. The severability provision of

the contract was bef

o re the trial court, and it is properly

bef ore this Court f

or consideration on appeal.
CONCLUSION ¶34. The e xtension a greem ent created an illegal six- y e a r e i g h t

- mo n t h c ontract, which violated the six-y e ar statutory m a xim um f or solid-waste-collection services set out in section 17-17-5(1). However, b e cause the severability clause allowed f or the f inal eight m onths of

t h e s ix-y ear eight-m onth c ontract to be stricken, the f irst six y ears of the contract w e r e enf orceable. The c ontract was enf o rceable f rom its inception on A pril 1, 2008, through April 1, 2014. The C ounty breached its contract with Hom e Base when it t erm inated the contract two y ears early

on May 31, 2012. The trial court’s grant o f sum m ary judgm ent in f

avor of the County is r eversed, a nd partial sum m ary judgm ent is rendered in f avor of Hom e Base f

or

1 4the County ’ s b r e ach of contract. Hom e B a se is entitled to dam a ges incurred due to the

breach f r om May 31, 2012, through April 1, 2014, in a n am ount to be determ ined by the trial court. This m atter is rem a nded f or a hearing on dam ages due to the County ’s breach. ¶35. THE JUDGMENT OF T HE CIRCUIT COURT OF CLAIBORNE COUNTY IS REVERSED, R ENDERED, A N D R EMANDED. ALL COSTS OF THIS APPEAL ARE ASSESSED TO THE APPELLEE. LEE, C .J., GRIFFIS, P. J ., BARNES, ISHEE, CARLTON, MAX WELL AND FAIR, JJ., C ONCUR. JAMES, J., CONCURS IN PART AND DISSENTS IN PART W I T H O U T S E P A R

A T E W R I T T E N O P I N I O N . I R

V I N G , P . J . , D I S S E N T S W I T H O U T SEPARATE WRITTEN OPINION.

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