Decision – Miss.S.Ct. – July 20, 2017

Ernest Lane, III, as Executor of the Estate of James Oldrum Smith, Jr. and Limestone Products, Inc. v. Ronald D. Lampkin –   corporate dissolution –  Ronnie Lampkin and J.O. Smith  were 50/50 shareholders in a corporation that supplied rock. When Smith died in 2006, the corporation’s line of credit,  which was necessary for the business to continue to operate, was terminated.  Smith’s estate refused to sign on to an extension of the guarantee for the line of credit.  Lampkin did what he could to wind up the business but started his own rock supply business.  The chancellor divvied up the corporation.  The estate appealed on the grounds that the chancellor erred in assessing damages for the estate given that Lampkin usurped a corporate opportunity in starting a new rock supply business. This Court  affirmed the chancellor’s decision  agreeing that while Lamkpin usurped a corporate opportunity, Lampkin had no choice when the estate refused to assist with extending the credit line which the company  required in order to keep doing business.  The Miss.S.Ct. granted cert. and reversed finding that the chancellor used the wrong formula to assess damages.

This is an appeal by the Estate of the chancellor’s decision on remand.  The Estate argues that it was error to reduce the damages for lost assets by $55,104.00 based on the amount of cash in Limestone’s bank account since the cash was converted; that the court failed to use reliable principles in valuing the business;  it was error to award damages of only one dollar  over cost for all rock missing from the invoices of the entities that sold and shipped rock to Limestone after Smith’s death based on an unenforceable oral agreement between Smith and Lampkin while Smith was alive, the court erred in not factoring rent as a component of damages after November of 2011 even though the land was partitioned in November of 2011;  and that the Estate should have been awarded  attorneys’ fees and expert witness fees.  Lampkin cross appealed arguing that the chancellor miscalculated the rental damages due to the Estate.

The Court affirms on all issues except one where Lampkin agrees that $55,104 was incorrectly deducted from the asset calculation. The Court reverses and renders on this issue and holds that one-half, $27,552, should be added back to the amount due to the estate for a lost-assets total of $64,363.50.



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