Williamson Pounders Architects, P.C. v. Tunica County, Mississippi
United States District Court for the Northern District of Mississippi
681 F. Supp. 2d 766 (2008)
- Written by Serena Lipski, JD
Facts
Williamson Pounders Architects, P.C. (WPA) (plaintiff), a Tennessee company, entered into a contract with the board of supervisors of Tunica County, Mississippi (defendant) to design and supervise the construction of a park. The contract contained a Tennessee choice-of-law clause. A year into the contract, some Tunica County personnel instructed WPA to increase the project by $6 million, and the county administrator approved the increase. The Tunica County board of supervisors refused to pay the increased contract amount, arguing that it had not approved the increase and pointing to the absence of any record of an approval or any discussion of the increase in the board’s minutes. WPA sued Tunica County in federal district court, claiming breach of implied contract through a course of dealing. Tennessee law allowed government entities to make oral changes to contracts, but Mississippi law required a county board of supervisors to make any changes to contracts by an order on the board’s minutes. This was long held to be an important public policy that protected the public interest in three ways: (1) the board could not be bound by its individual agents or members; (2) the board’s decision could only be made by a majority after examining and discussing a proposal; and (3) the public had access to a written record of the board’s actions. At issue was which state’s law applied.
Rule of Law
Issue
Holding and Reasoning (Mills, C.J.)
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