December 16, 2015 § 9 Comments
Just when you thought equity was moribund (okay, I confess that it’s more me than you), along comes a case where the appellate court looks over the masterful equitable remedy crafted by a thoughtful chancellor and says, “Job well done.”
That’s what happened in the MSSC case Scafidi, et al. v. Hille, decided December 10, 2015, which involved division of the parties’ interests in several businesses inherited jointly by siblings Gerald Scafidi and Jo Ann Scafidi Hille. The facts are complicated, and the proceedings were convoluted, but the gist of it is that the chancellor ordered what amounted to an equitable distribution of the corporations and real property so as to divide them fairly between the brother and sister. Gerald appealed raising many issues that were addressed in detail in the 44-page opinion by Justice Waller. For our purposes, though, we will look at how the court dealt with Gerald’s argument that the relief granted by the chancellor was improper:
¶60. We now turn to the relief granted by the chancellor. In an action to judicially dissolve a corporation, a chancellor does not have to order a dissolution, even if grounds such as oppression or deadlock are met. This is because the general view in Mississippi is that “[d]issolution is an extraordinary remedy to be sparingly administered in exceptional cases only.” Capitol Toyota, Inc. v. Gervin, 381 So. 2d 1038, 1039 (Miss. 1980). However, “if the strife among the participants has been so long and bitter that the former relationships of congeniality and trust cannot be re-established [like Jo Ann and Gerald’s case], there is little left that an unhappy shareholder can do except . . . bring about the dissolution of the business.” F.H. O’Neal & R. Thompson, O’Neal’s Close Corporations § 9.04 (3d ed. 1971). “But the more common relief in modern cases . . . is to provide relief alternative to dissolution.” Id. at § 9.25. Mississippi’s corporate dissolution statute states that “[n]othing contained in this section shall diminish the inherent equity powers of the court to fashion alternative remedies to judicial dissolution.” Miss. Code Ann. § 79-4-14.34 (i) (emphasis added).
¶61. Contrary to Gerald’s assertion, the chancellor did not dissolve the corporations. Instead, he fashioned an alternative remedy to this problem. The chancellor found that the source of funds for the $180,000 Gerald used to purchase the minority shareholders’ interest in the Trailer Park and the Restaurant corporations came from the corporations themselves. Those shares were purchased with funds equitably owned by both Jo Ann and Gerald. So Gerald’s purchase was for the benefit of both parties. The chancellor then disregarded the shares purchased by Gerald and considered Jo Ann and Gerald to be equal shareholders in the Restaurant and the Trailer Park. After equalizing their interests in the corporations, the chancellor ordered that the property lines be modified by survey to reflect that Jo Ann and Gerald owned fifty-percent of the land upon which the Trailer Park and the Campground were situated.
¶62. The Amended Final Judgment from which Gerald appeals states “that the Court divides, partites, and equitably separates the parties by granting each full ownership of separate companies . . . .” He then granted Jo Ann full ownership of the Trailer Park, and Gerald full ownership of the Campground. The chancellor ordered “that each of the parties is to execute the necessary documents, including deeds, bills of sale and stock certificates to accomplish the directions of the court.” Nowhere in the Amended Final Judgment does the chancellor mention “dissolution.” The chancellor did quite the opposite when he fashioned an alternative remedy to dissolution, which he had full authority to do under Section 79-4-14.34 (i) of the Mississippi Code.
¶63. Since the chancellor did not order a direct dissolution of the corporations, Gerald’s argument that this “equitable distribution” method violates the method provided by the Mississippi Legislature in Section 79-4-14.05 to dissolve a corporation and distribute its assets among its shareholders according to their interests is without merit.
¶64. We cannot locate any precedent in which a chancellor has granted this exact, or even similar, relief. However, we note that “[i]t is not necessary that some exact precedent be found for extending relief in a given situation.” Griffith’s Mississippi Chancery Practice § 35 (2000 ed.) (citing Miller v. Doxey, 1 Miss. 329, 333 (1829)). If a certain form of “relief is clearly requisite and a practical remedy may be applied, such remedy is not to be denied because that remedy has never been applied in just that manner to that exact state of case.” Id. The question for this Court to decide, then, is whether the relief granted here is an appropriate remedy under Mississippi Code Section 79-4-14.34(i), which states “[n]othing contained in this section shall diminish the inherent equity powers of the court to fashion alternative remedies to judicial dissolution.” Although little caselaw addresses Mississippi’s alternative-remedy provision, substantial precedent supports the chancellor’s broad powers to provide an equitable solution in cases such as this. See, e.g., In re Hardin, 158 So. 3d at 346.
¶65. Other jurisdictions offer guidance as to appropriate remedies to resolve disputes among dissenting shareholders in a close corporation. Some courts have resorted to remedies listed by statute, while others have fashioned remedies not specifically mentioned in a statute. O’Neal’s Close Corporations at § 9.35 …
After reviewing some of those statutory provisions from other states, the court concluded:
¶67. After reviewing these alternative remedies, and in light of all the particular factual circumstances of this case, we find that granting full ownership in the respective separate corporations operated individually by Gerald and Jo Ann was a practical, fair, and just remedy to resolve the dispute. A chancellor’s remedial powers have long been “marked by plasticity.” Griffith’s Mississippi Chancery Practice § 35 (citing Hall v. Wood, 443 So. 2d 834, 843 (Miss. 1983)). “Equity jurisdiction permits innovation that justice may be done.” Id. If ever a case needed the innovation allowed by equity jurisdiction, it is this one. Considering that nothing “shall diminish the inherent equity powers of the court to fashion alternative remedies to judicial dissolution,” Miss. Code Ann. § 79-4-14.34 (i), we find that the chancellor did not abuse his discretion in fashioning this alternative remedy.
I’m proud to see the high court recognizing the unique problem-solving capability of chancery court. Innovation and flexibility to achieve a just, equitable outcome are what equity is all about.
November 26, 2012 § 1 Comment
This from the MSSC decisions of November 15, 2012:
Mona Cates v. Elizabeth Swain; Tate Chancery Court; LC Case #: 06-6-243(PL); Ruling Date: 10/29/2010; Ruling Judge: Percy Lynchard, Jr.; Disposition: Petition for writ of certiorari filed by Elizabeth Swain is granted. To Grant: Waller, C.J., Carlson and Dickinson, P.JJ., Kitchens, Chandler, Pierce and King, JJ. To Deny: Randolph, J. Not Participating: Lamar, J. Order entered.
You may recall that this is the April, 2012, COA case in which Judge Maxwell’s opinion held in essence that equitable relief is not available to enforce implied contractual rights between unmarried cohabitants. The holding which was based on the MSSC decision in Estate of Alexander, 445 So. 2d 836, 840 (Miss. 1984), that any such relief must be created by act of the legislature. The decision also touched on rights of unmarried couples in relationships nearly tantamount to marriage. You can read my post about Cates v. Swain here.
So what does the grant of cert in this case portend?
It seems unlikely that the court would have granted cert merely to reiterate what Judge Maxwell said in his excellent exposition on Alexander. And it seems just as unlikely that the MSSC would go so far as to reverse Alexander.
But when one looks at Cates v. Swain, it seems that there are some inequities that could be addressed without sweeping aside Alexander. After all, the court did say in that case that, “While the judicial branch is not without power to fashion remedies in this area, we are unwilling to extend equitable principles to the extent plaintiff would have us to do, since recovery based on principles of contracts implied in law essentially would resurrect the old common-law marriage doctrine which was specifically abolished by the Legislature.” That seems to me to leave some wiggle room on at least two points: One, that the judicial branch has the power to fashion remedies in this area, and might do so in this case; and two, that equitable remedies may be narrowly crafted to address the inequities without creating the problems contemplated in Alexander.
It will interesting to see how this develops. Stay tuned.