Contract Choice of Law Invalidated by Public Policy

tetra tech. correspondence between tetra tech and wpa continued for over defendants - appellee-cross-appellants ii. discussion case: 09-60063 document: 00511023891 page: 8 date filed: 02/09/2010 mississippi law applied. tunica county could not be liable for breach of contract fifth circuit of gravity pulls forcefully on another state's law but that law is "contrary to the place of business of the architect." the principal place of business for wpa is lee county v. james, 174 so. 76, 77 (miss. 1937). grounds that focus on the public interest in discussion at open meetings and entered on its minutes." butler, 659 so. 2d at 581 (quoting warren county port a. mississippi law about $22 million. behind some aspects of the state's uninsured motorist coverage rules was not a made partial payments on a void oral contract, and, moreover, that no. 09-60063 deeply ingrained and strongly felt public policy of this state, . . . we may perhaps as important as any statement in confirming this policy's bedrock center of gravity doctrine. id. the court recognized that at times, "no clear line not override the contract. murphree, who is a county employee but not a member of the board, agreed to tunica county cross-appeals arguing the district court erred in not dismiss. this issue is now moot. wpa requested a meeting with tunica county to discuss tetra tech's charges. changes. tetra tech submitted a letter to tunica county in june 2004 that their center of gravity. wpa made breach of contract, quantum meruit, and heard by a mississippi district court is therefore necessary. v. mississippi's public policy that minute entries are required to make the contracts entered into by counties is sufficiently fundamental. supervisors." 8 county administrator murphree agreed to the increase in the cost and scope of will be evidenced by a written entry in board minutes, viewable by the public. this with tunica." there was no contractual relation between the county and in addition, the rule has been justified in the state courts on policy pdr engineers, inc., which the parties refer to by the name of its parent, tetra can be drawn" between the more and the less fundamental. id. plaintiff - appellant-cross-appellee no. 09-60063 mississippi has stated its justifications for this rigidity: (1) the public is discuss it in its brief on appeal and has waived it. robinson v. guarantee trust by a contract; and when thus made, the contract is not to be varied, 470 so. 2d at 1038-39. enforcement of some foreign laws "would be offensive to because the board acts on behalf of the county." moore v. mccullough, 633 so. we conclude that these same considerations would lead the supreme contract is clear that tennessee law applies, and mississippi public policy does court's analysis changed as the case developed. we need not review the against a mississippi county and its governing board under a contract that made minimal, making "futile" any trial just on those claims. wpa was willing to alteration of a contract with a board of supervisors is by a subsequent order contractual agreements with counties binding is a significant one. the policy is making records of agreements. lee county, 174 so. at 77. the interest of contract was performed in, and suit was brought in, mississippi. instances the rule may work an apparent injustice. provision that would cause the rule not to be applied. services for the project. tetra tech was to correspond only with wpa. february 9, 2010 on april 11, 2002, tetra tech submitted to wpa its first "change authority, evidenced by an entry on its minutes, to bind the county should not be reflected in the uncertain recollection of individual witnesses but form, contained a choice-of-law provision. under it, the law of the principal its cost. wpa maintains that at this meeting, county administrator kenneth article 9 of the contract between the county and wpa contains a choice-of- requested changes in the project that could substantially increase its scope and butler v. bd. of supervisors for hinds county, 659 so. 2d 578, 582 (miss. 1995) 1952) (citations omitted)). entered upon its minutes." id. (emphasis in original). the public policy of the state in which suit was brought. we affirm. dismissing wpa's complaint in its first ruling on tunica county's motion to 3 our sense of justice." id. at 1039. the decision in boardman was that the policy progression of decisions but will explain only the final one. for the northern district of mississippi wpa, and not tetra tech, filed suit against tunica county under theories of is brought. cherokee pump & equip. inc. v. aurora pump, 38 f.3d 246, 250 (5th tetra tech submitted another change request in november 2003 for additional breach of contract, quantum meruit, and equitable estoppel. wpa sought fees more than one dispositive order was entered, then revised. the district tennessee's law controlling. the mississippi district court granted summary entered upon its minutes, that all persons dealing with a board of a diversity suit is to apply the choice-of-law rules of the state in which the action f i l e d curtis jackson; billy pegram substantial contacts with the parties and the subject matter of the action." id. no. 09-60063 united states court of appeals policy has been stated quite explicitly: "the only permissible method for the barrier to enforcement of an alternative law from nebraska, chosen under the can act only through its minutes: sharply, the court stated that it was the private party's "folly" to rely on their supervisors of clay county, 58 miss. 817, 820 (1881). no. 09-60063 the district court applied mississippi law to the breach of contract issue. supervisors can only make the county liable for a contract by a valid order duly it held that tennessee law violated mississippi's deeply ingrained public policy we look at the claims presented in the district court in order to assess cir. 1994) (citing klaxon co. v. stentor elec. mfg. co., inc., 313 u.s. 487 (1941)). any more than created, by the mere silence of a portion of the board questions posed in this appeal do not depend on what tennessee law might no. 09-60063 jurisdiction." miller v. fannin, 481 so. 2d 261, 262 (miss. 1985). this general 6 that "oral contracts can not be formed by or enforced against county boards of principle is "respected in the absence of anything violating the public policy of wpa appealed. tunica county cross-appealed. a year, but tunica county was not notified of tetra tech's change requests. 5 deeply ingrained public policy of mississippi. what has to be resolved is whether laws of a specified jurisdiction shall govern, particularly where some material policies more strongly felt and more deeply ingrained than others." boardman, wpa asserts that tennessee law recognizes express oral contracts. auto. ass'n, 470 so. 2d 1024 (miss. 1985). the court held that the primary rule analysis of mississippi's choice-of-law principles for this diversity case that was all contracting parties are "charged with the knowledge that a board of affirmed. services. in may 2004, tetra tech, wpa, and tunica county met to discuss the the mississippi supreme court decision that both parties rely upon life ins. co., 389 f.3d 475, 481 n.3 (5th cir. 2004). modify a contract via change orders. v.l. nicholson co. v. transcon inv. & fin. wpa starts its argument with the fact that its contract with the county court of mississippi to hold that the requirement also overrides a choice-of-law recollections of an agreement as opposed to a writing: before reavley, clement, and southwick, circuit judges. we do not explore tennessee law, though, because the answers to the element of the contract has a real relation to, or connection with, such case: 09-60063 document: 00511023891 page: 7 date filed: 02/09/2010 in september 2003, over a year after tetra tech first submitted its bills, nature is the state supreme court's insistence that the requirement of a minute competing one could be seen as policy-laden. some laws, though, "reflect public accordingly, we address only the breach of contract issue. front park (the "project"). wpa then entered into a consultant contract with authorize any additional fees. it informed tetra tech that it "was not to discuss entitled to the board's exercising its judgment only after it examines a proposal the project. based on the premise that tennessee law would enforce the oral1 nevertheless apply and enforce this state's positive substantive law." id. the forum jurisdiction." id. meaning that a private party enters a relationship "with the county itself, and the mistaken assertions of others. case: 09-60063 document: 00511023891 page: 4 date filed: 02/09/2010 is not a fundamental public policy requiring that mississippi law be applied. contains a comprehensive explanation of the state's choice-of-law principles, mississippi's choice-of-law analysis. first, the law of a single state does not c. choice-of-law writing placed upon the minutes in order to bind a board of supervisors. butler, the tennessee supreme court has discussed contracting parties' ability to orally requirement for change requests; and mississippi's minute entry requirement 2d 421, 428 (miss. 1993). under mississippi law, a county's board of supervisors other cases supporting these views are cited in the foregoing choice-of-law questions are reviewed de novo. abraham v. state farm can contract and render the county liable only by a valid order duly 2 tunica county refused to pay the additional costs. in december 2006, gravity test will not be enforced to the extent that it violates a fundamental and comm'n v. farrell const. co., 395 f.2d 901, 903-04 (5th cir. 1968)). tech. tetra tech agreed to provide design and construction administration case: 09-60063 document: 00511023891 page: 3 date filed: 02/09/2010 architects ("wpa") entered into a contract to design the tunica county river the county and wpa, which was on a standard american institute of architects (quoting colle towing co., inc. v. harrison county, 57 so. 2d 171, 172-73 (miss. dismissed. the parties stipulated that work performed after that date was the controlling issue is which state's law applied. the contract between bridges & hill, 58 miss. at 820. dismiss its post-october 2003 claims. accordingly, the district court entered a wpa maintains that under tennessee law express oral contracts are final judgment dismissing all claims and counterclaims on december 18, 2008. outlined the increases in the project that "were discussed at [the] meeting last mississippi in maintaining the integrity of county contracting is significant. the ltd., inc., 595 s.w.2d 474, 482-84 (tenn. 1980). enforceable, even against a county; tunica county orally waived the notice this suit is about choice of law. the choices are the law of mississippi and to apply mississippi instead of tennessee law was error. wpa asserts that the it takes an affirmative act of the board within the scope of its effectuate a binding change in a contract is a fundamental public policy. law provision: "this agreement shall be governed by the law of the principal additional work. all breach of contract claims arising prior to october 2003 were requires adherence thereto, notwithstanding the fact that in some case: 09-60063 document: 00511023891 page: 2 date filed: 02/09/2010 in the united states court of appeals place of business of wpa, which is tennessee, would govern any disputes. the representatives. not included were any members of the tunica county board on february 7, 2002, wpa and tetra tech met with tunica county leslie h. southwick, circuit judge: clerk the mississippi requirement of an entry in a board of supervisor's minutes to this case concerns only the extra work done by tetra tech. the county's attorney1 authorities, and we are of the opinion that the public interest at 1031. important for us is that boardman recognized two "nuances" in although the district court ruled on the equitable estoppel claim, wpa did not williamson pounders architects pc supervisors are chargeable with knowledge of this law, that a county modification, wpa claims tunica county is liable for the additional costs. approach must be applied to each issue presented. id. second, where the center it has been repeatedly held in this state that a board of supervisors no. 09-60063 every state court decision adopting one legal principle as opposed to a allow. they turn on whether mississippi's concern for procedural correctness in written by the scholarly justice james l. robertson. boardman v. united servs. and has an open discussion among its members; and (2) the board's decision entry must be enforced even if it might seem to lead to an injustice. id. at 582. the one issue wpa raises on appeal is whether the district court's decision enforceable. the district court was correct in dismissing the claims. 7 we have already discussed that foreign law chosen through the center of long-standing. it was announced at least by 1881, in a case in which, somewhat request," which was a request to be paid for additional work. wpa refused to mut. auto. ins. co., 465 f.3d 609, 611 (5th cir. 2006). a district court hearing tennessee. generally, "courts will give effect to an express agreement that the charles r. fulbruge iii 659 so. 2d at 581. this is a long-standing policy. e.g., bridges & hill v. bd. of in the amount of $203,195 for additional work performed by tetra tech. appeals from the united states district court members; james dunn; cedric burnett; paul battle, iii; that of tennessee. we must choose because an architectural firm brought suit prior to the formal notification it received in october 2003 of tetra tech's no. 09-60063 we summarize the effect of the final decision. the district court held that computer shoppe, inc. v. state, 780 s.w.2d 729, 734-36 (tenn. ct. app. 1989). chooses tennessee law. wpa maintains that during the february 2002 meeting, is not liable on a quantum meruit basis even though it may have 4 tunica county mississippi, its board of supervisors and its board of discussed briefly at oral argument that some contractors who made claims for extra work were case: 09-60063 document: 00511023891 page: 5 date filed: 02/09/2010 paid. what facts and legal theories might justify such payment are not before us. a county's board of supervisors acts and contracts on behalf of its county, mississippi law applied. no oral adjustment to the contract with wpa is no. 09-60063 case: 09-60063 document: 00511023891 page: 1 date filed: 02/09/2010 judgment in favor of the county, finding the contract's choice was overridden by of supervisors, the county's governing body. the county's representatives is the "center of gravity" concept, which focuses on "which state has the most request and later sent the final bill, dated august 5, 2004. the mississippi supreme court requires "strict adherence" to having a equitable estoppel claims. the quantum meruit claim was voluntarily dismissed. for the fifth circuit in may 2001, tunica county, mississippi, and williamson pounders in such case there is no estoppel against the county. numerous the cost increase, which eventually raised the costs from about $18 million to i. facts case: 09-60063 document: 00511023891 page: 6 date filed: 02/09/2010 month." wpa sent a letter to tunica county requesting payment for the change b. tennessee law necessarily control all of the issues in the case; instead, the center of gravity