Jernigan Copeland Attorneys | Mississippi Construction & Insurance Law

Archive for September, 2020

Defining “Substantial Completion”

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It is often said that everything is negotiable. The prudent contractor should keep that in mind in regards to the definition of “substantial completion” and should consider negotiating that definition to better fit each specific project. Given the importance of that term and its effect on subsequent events, such as the release of retainage, determination of liquidated damages, and commencement of warranties, among others, the definition of “substantial completion” should be carefully considered and specifically defined.

A standard definition often used is that contained in the AIA A-201 (2017): § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use.

The typical approach for determining when substantial completion occurs is to rely on the project design professional’s determination; however, given the design professional’s relationship to the project owner, another less subjective option should be considered. Sometimes owners and their design professionals do not agree with the contractor as to when substantial completion occurs. While this could be due to a legitimate dispute over the status of the work, it could also be due to the owner wanting to put off paying the contractor or accepting responsibility for the work. Rather than leaving the actual date of substantial completion open to interpretation, the parties would be better served by providing from the outset as much clarity as possible for acknowledging the date that substantial completion occurs.

One option for additional clarity is to define substantial completion as the date of issuance of a certificate of occupancy by the governing authority. Another option is to agree at the outset on a list of items to be performed and/or materials to be put in place the occurrence of which will constitute substantial completion. There are, no doubt, other options for defining substantial completion, but the take-away is that substantial completion should be defined in the contract documents as specifically as possible to reduce the subjectivity from the determination of when substantial completion occurs and make that determination as straightforward as possible.

If you would like to discuss this issue further, please call Matthew Vanderloo at (601) 427-0065.

Disclaimer: The information and comments presented above are general in nature, are the author’s understandings for educational purposes only, and are not intended to offer a legal opinion for use in dealing with any specific set of facts or to create any attorney/client relationship. You should consult with an attorney before taking any action of a legal consequence. Further, the authority cited above is subject to change and/or re-interpretation.

Pay-if-Paid vs. Pay-when-Paid Clauses

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Most contractors are likely aware of “pay if paid” and “pay when paid” payment terms; however, the meaning of those terms and the language used to draft those clauses are often not fully understood.  Those two payment terms have entirely different meanings, with one shifting the risk of non-payment by the owner to the subcontractor.

A “pay when paid” clause establishes a timing mechanism for payment and generally will not excuse the prime contractor from its obligation of having to pay its subcontractor, regardless of whether the owner has paid the prime contractor.

In contrast, a “pay if paid” clause establishes payment from the owner as a condition precedent for payment from the prime contractor to its subcontractor.  A condition precedent is an event that must occur before a party to a contract must perform or do their part.  Stated another way, a “pay-if-paid” clause provides that a prime contractor is not required to pay its subcontractor unless and until the prime contractor receives payment from the owner.  A “pay if paid” clause excuses the prime contractor from its obligation of having to pay its subcontractor, if the owner does not pay the prime contractor. 

The critical difference between these two payment terms is that the “pay if paid” clause shifts the risk of non-payment by the owner to the subcontractor.  That clause accomplishes that through the use of language that creates the “condition precedent.”  Sometimes a payment clause will include the term “condition precedent,” which is a clear signal that a “pay if paid” clause is intended.  However, other language is sometimes used to establish the condition precedent requirement.

Understanding the difference between these two payment terms is critical to knowing whether you have agreed to payment to a subcontractor within a reasonable time after the subcontractor submits its application for payment, or whether you have agreed to the subcontractor bearing the risk of not getting paid for its work in the event the owner does not pay the prime contractor.

If you would like to discuss this issue further, please call Matthew Vanderloo at (601) 427-0065.

Disclaimer:  The information and comments presented above are general in nature, are the author’s understandings for educational purposes only, and are not intended to offer a legal opinion for use in dealing with any specific set of facts or to create any attorney/client relationship.  You should consult with an attorney before taking any action of a legal consequence.  Further, the authority cited above is subject to change and/or re-interpretation.

Jernigan Honored With Distinguished American Award

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The Ole Miss Chapter of the National Football Foundation and College Hall of Fame will honor Arthur F. “Skipper” Jernigan of Madison, Mississippi, with its Distinguished American Award and Deano C. Orr of Bartlett, Tennessee, with the Contribution to Amateur Football Award here Saturday, Nov. 5 when the Rebels host Georgia Southern. . . .

Homeowners’ Claims under the New Home Warranty Act and a Contractor’s ability to contractually limit the remedies

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Two questions have been raised to me frequently in my practice with Home Builders:  The first is whether a home owner’s potential claims and remedies against a builder are limited to those things contained in the New Home Warranty Act, and the second is whether a builder, through his contract, can effectively limit an owner’s claims (or more importantly, remedies) to those things contained in the New Home Warranty Act.  Both of these seem like simple questions, but as you can see below, they do not produce simple answers (hence, the need for an article).

First, some basics.  The New Home Warranty Act is a statutory warranty that applies to any person (or their entity) which constructs a home or “engages another to construct a home, including a home occupied initially by its builder as its residence, for the purpose of sale.”  There are really two warranties: The first is a warranty for the first year after the “warranty commencement date” (which means the date that either title was conveyed to its initial purchaser — any person for whom the home was built, or the first person to whom the home was sold upon completion of construction — or the home was first occupied, whichever comes first) the home will be free from any defect due to non-compliance with “building standards.”  The second warranty is for six years, again, following the warranty commencement date, that the home will be free from “major structural defects” which are defined within the Act.

The Act contains a number of exclusions and exceptions which are specifically listed within the four corners of the statute.  The Act requires that notice be provided and an opportunity provided by the owner and an opportunity be given to the builder to cure any defects in the house before either the owner undertakes any repairs by himself, or files suit under the Act. In turn, the builder is required to provide the initial purchaser written notice of the terms of the New Home Warranty Act at closing. The builder’s failure to do this may result in an extension of the warranty period.  An owner has thirty (30) days from the expiration of the appropriate warranty period to file a civil action under the Act.  This acts as a statute of limitations for claims under the New Home Warranty Act. Damages are limited to the reasonable cost of repair or replacement necessary to cure the defect, and total damages shall not exceed the original purchase price of the home, plus, attorneys’  fees and court costs.  The owner is required to comply with the notice provisions of the New Home Warranty Act before filing a civil  action against the Builder.  If the Owner does so, the Act specifically provides that the Court “shall” dismiss the action “without prejudice,” but the action may be re-filed once the Owner has complied with  Notice requirements of the Act.

The previous version of the New Home Warranty Act, which was amended in 2004, provided that nothing in the Act affected an owner’s right to seek remedies of common law.  That provision was taken out and replaced with a provisions stating “nothing in this chapter shall prevent the owner from filing a cause of action based on breach of contract and remedies attendant to such a cause of action.”  Therefore, at first blush, it seems logical that the Act has, without stating as much, become the “exclusive remedy” to home owners making claims for defective construction against their home builder.    This logical conclusion, however, did not seem so “logical” to the Courts in Mississippi.  In 2005, the Mississippi Court of Appeals in a case, Little v. Miller, citing to the language of the 2004 amendments, expressly held that a common law remedy sought by a home owner is not excluded by the New Home Warranty Act.  Therefore, potential home owner claimants may seek the relief provided under the New Home Warranty Act against their builders for defects in construction of their homes, but are not limited just to those remedies, or exclusions.  They also may make a claim under general negligence or the implied warranty of “good workmanship,” which was pronounced in the George G. Gilmore v. Garrett case of 1991.

Under the General Common Law (including the implied warranty), there is a six-year statute of repose (limitations) that runs from the date that the house is complete and transferred to a third party, not the builder.  This six years runs for any defect, “major structural” or not.  Further, under the Common Law, property damage is measured by not only the cost of repair and remediation, but also any diminution in value caused by the defect, even if repaired. The one thing that the Common Law does not provide for, however, is a right for recovery of attorney fees, except under extreme circumstances.

So how do you protect yourself?  As the Court of Appeals has rendered the New Home Warranty Act for Home Builders a virtual “Maginot Line,” the simple answer is not that simple.  We have been recommending that builders add provisions in their contracts with owners that provide that all disputes between the owner and home builder are to be decided through arbitration, and that the claims and remedies be limited to those contained in the New Home Warranty Act.  We have also recommended to our builder clients that their contracts require strict compliance with the Notice provisions contained in the New Home Warranty Act, and that a copy of the New Home Warranty Act is attached to the contract so that the builder’s Notice provisions to the owner are automatically met.

Can a builder limit an owner’s right and remedies to the New Home Warranty Act by contract?  The jury is out on this issue.  There is some law in other states that seems to say “yes.”  However, this issue has never been addressed by the Courts in Mississippi, to our knowledge.  That is why we recommend that if such a limiting clause if employed in your contracts, that it is employed in conjunction with an Arbitration Agreement, because Arbitrators are not bound to follow the law as courts are, and, it has been our experience that Arbitrators tend to rely on provisions found in contracts more than “case law” in fashioning their remedies.

However, one thing is for sure: That you cannot limit the rights and remedies of a home owner to something that the Act affirmatively provides to them.  The Act specifically establishes a “minimum” requirement which cannot be waived by the owner or reduced by the builder.

Thus, we come full circle to the issue of contracts. While a builder will not make himself immune from suit by an owner by ways contained in his written contract, he certainly can put himself in a better position to defend himself in the event that a claim is made if he has a written contract in place with certain and specific provisions that, while may be limited, they still provide for the “minimum” protections as provided by the New Home Warranty Act.

Mississippi Windstorm Underwriting Association still clearing debris from Hurricane Katrina

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Hurricane Katrina was the largest disaster in United States history in terms of both property damage and the destruction of institutions, programs and agencies created to deal with natural disasters. While much of the public is familiar with the operational weaknesses that Katrina exposed in many of the affected states, municipalities and federal agencies, such as FEMA and the Army Corps of Engineers, most are unaware that Katrina also leveled the entire structure of the Mississippi Windstorm Underwriting Association (MWUA). Following Katrina, MWUA’s entire enabling legislation, Miss. Code Ann. §§ 83-34-1, et seq., was significantly altered because of its incapability of dealing with such a catastrophe. MWUA survived as an organization under the Mississippi Economic Growth and Redevelopment Act of 2007, but it now operates under an entirely different basis for providing insurance and benefits to coastal residents who are unable to obtain adequate property insurance in the private market.

Despite the establishment of an entirely new means for providing coastal residents with an insurance market under the revamped MWUA, the legislative debris left by Katrina is still being cleared almost eight (8) years later. Under the legislation existing at the time of Katrina, MWUA provided coastal residents a market of last resort for purchasing insurance policies and backed those policies through the purchase of reinsurance coverage in the event of disaster. If there was a shortfall in reinsurance coverage, MWUA’s enabling legislation provided that the property insurance companies doing business in Mississippi would be assessed their proportionate market share to cover any shortfalls. Because reinsurance purchases were historically adequate to cover most of the MWUA policy losses of the years, the system met with little objection or notice by the many of the insurance carriers doing business in Mississippi. However, because Katrina defied all reasonable projections and models concerning the amount of reinsurance needed by MWUA to cover potential losses on its policies, the assessment process hit many carriers by surprise. Although MWUA had purchased $175,000,00.00 in reinsurance coverage for all its 2004 and 2005 policies, Katrina resulted in losses of approximately $720,000,000.00 on those same policies. After exhausting the $175,000,00.00 in reinsurance proceeds to pay its policyholder claims, MWUA recorded a net loss for policy years 2004 and 2005 in the approximate amount of $545,000,000.00. “Policy year” is simply the year in which a policy was written. The year that a policy was written is the year that its premium would be recorded for purposes of determining the participation percentage. Because property insurance policies cover a period of one year, losses incurred by a policyholder from Katrina could either be based on annual policies purchased in 2004 or 2005.

Pursuant to its enabling legislation, MWUA looked to its members comprised of all property insurance companies conducting business in this state to make up for the reinsurance shortfall. The total assessments to all members for Katrina have so far been approximately $545 million ($10 million on August 31, 20005, $285 million on December 2, 2005, and $250 million on April 17, 2006). Given the shear magnitude of the assessments, the apportionment among member companies is a matter that is still being disputed to this day. There were two previous instances (Hurricane Georges and Hurricane Ivan) in the last thirty (30) years requiring special assessments beyond the annual closing of the books, and never a case such as Katrina with multiple assessments. As a result, many carriers were either lulled to sleep or simply unaware for a variety of reasons that their premium figures utilized to calculate market share, and their resulting proportion of the Katrina assessment, were grossly inaccurate. As the Katrina assessments continued to build, many of these same carriers discovered and reported the inaccuracies based on various factors and instituted appeals to MWUA and the Mississippi Insurance Department, demanding a recalculation or “true-up” to adjust the assessments to reflect each carrier’s true market share before the books were closed on Katrina. Union National Fire Insurance Company was the first carrier to initiate an appeal, with others to follow, all of which were consolidated into a single cause of action that ultimately wound its way to the Mississippi Supreme Court. Despite a ruling by the Mississippi Supreme Court in early 2012, the apportionment process still continues to this day.

The question remains as to why the matter has not concluded. At the heart of the many assessment appeals was the insistence that the legislation was expressly based on the need for a fair and accurate apportionment of assessments, with the express right of appeal under MWUA governing rules, for the purpose of ultimately reaching accurate figures. Pursuant to its enabling legislation, MWUA issued property insurance policies in the six (6) high risk counties of George, Hancock, Harrison, Jackson, Pearl River and Stone to policyholders unable to procure insurance in the private market. In order to fairly and equitably fund the MWUA insurance program, all private insurance companies authorized to write and sell property insurance in Mississippi were required to become MWUA “members” as a condition of doing business in Mississippi. Members were subject to annual assessments to cover the cost of purchasing reinsurance coverage for the MWUA policies and any shortfalls should the reinsurance coverage not be enough to cover claims in a given year. Annual assessments were required to be apportioned among members based on the amount of business each member conducted in the State, rewarding those members already providing insurance policies to property owners in the six coastal counties. This was accomplished by calculating the total dollar amount of property insurance written (premiums received) by a member in Mississippi, crediting the dollar amount of property insurance voluntarily written by that member in the coastal counties that same year. Based on the net premium figure calculated for each member, MWUA determined each member’s “participation percentage” in the Mississippi property insurance market, which fluctuated from one year to the next. Annual assessments were directly proportionate to each member’s participation percentage for the preceding policy year.

Despite these equitable principals of apportionment, MWUA resisted any and all efforts by the appealing companies to reach an accurate apportionment. In this sense, MWUA’s guiding principal of resistance became one of “finality” over “equity.” While the argument gained merit at every stage of the litigation – that being that the process was already complete and that the member companies simply ran out of time to change their numbers – the result may have backfired. Although member companies were ultimately precluded from correcting their company-specific numbers, the Mississippi Supreme Court did conclude that MWUA improperly applied its reinsurance proceeds to the wrong policy years in determining the assessments between the 2004 and 2005 policies that were implicated in the Katrina disaster.

The reinsurance allocation error was revealed through MWUA’s financial statements which indicated that approximately 80% of the Katrina losses were incurred on policies issued in 2005, and only $120 million or 20% of the losses were attributable to policy year 2004. policy year” is the year in which a policy was written. The year that a policy was written is the year that its premium would be recorded for purposes of determining the participation percentage. Because property insurance policies cover a period of one year, losses incurred by a policyholder from Katrina could either be based on policy purchased in 2004 or 2005. (policies purchased from August 30, 2004 to August 29, 2005) However, MWUA applied $116 million or 66% of its $175 million reinsurance recoveries from Katrina to policy year 2004 and approximately $59 million or 33% to policy year 2005. MWUA applied the majority of the losses to 2004 simply to eliminate the need to calculate a 2004 assessment, reasoning found by the Mississippi Supreme Court to be arbitrary and impermissible. As agreed by the Mississippi Supreme Court, the method of assessment elimination for one policy year was fatally flawed since a member company’s market participation percentage changes annually for purposes of determining the accurate assessment for each policy year under § 83-34-9. Application of reinsurance that was not consistent with losses by policy year unfairly benefitted members whose participation percentage may have been larger in 2004 than 2005, but their 2004 assessment was completely eliminated for that year. As proven in the appeals, some member assessments would have been much less with the accurate application of reinsurance proceeds between policy years. Despite this mistake being dwarfed by the losses incurred by many member companies through inaccuracies in their company-specific writings, MWUA was ordered to correct only the reinsurance allocation error before issuing its final apportionment of the Katrina assessments.

In this sense, the finality urged by MWUA throughout its resistance to any and all corrections of premium figures has never been accomplished. Since the reinsurance error affects all assessments for both 2004 and 2005, there is no rational basis any longer for denying corrections of all inaccurate figures in the process.  In fact, a further appeal has now arisen from a member carrier who previously did not have 2004 assessment as a result of previous elimination by application of all the reinsurance proceeds. Also looming may be issues related to assessments avoided by companies that grouped their premium figures, some of whom were bankrupted by Katrina and should now be removed from consideration in both the grouping and assessment process.  Further appeals will certainly follow if such issues are not resolved to the satisfaction of all member companies. Furthermore, the reallocation of reinsurance without full correction for other inaccuracies may reveal further inequities since the reallocation of reinsurance truly affects two policy years while the current “true-up” only attempts to deal with just one.

Just recently, the Mississippi Supreme Court found that a member company had been misled by MWUA regarding the manner in which excess policies should be reported in premium numbers.  See Arrowood Indemnity Company v. MS Windstorm Underwriting Association, Cause No. 2014-CA-01638-SCT (Miss. June 16, 2016).  Because the case has been remanded to the Chancery Court of Hinds County, presumably for a recalculation of this members premium figures for the relevant Katrina policy years, such is yet another recent example of the lack of finality created by the operating procedures employed by MWUA, especially since all members may be again potentially affected by the recalculation for this individual member. 

It has been eight years since Katrina made landfall, yet MWUA is apparently still dealing with the apportionment of assessments. Perhaps MWUA would have been better and more efficiently served by pursuing a course of action designed to reach assessment figures based on complete and accurate reporting instructions and premium figures for all members. If they had instead responded with a massive campaign, lasting even a year or two, demanding accurate premium figures before issuing the final numbers, this matter might have been closed six years ago, and without alienating some of the member companies in the process. Instead, MWUA’s campaign of resisting any and all corrections based on the notion of “finality” has resulted in exactly the opposite. As a result, MWUA expends time and resources that would have been better spent moving forward under the new legislation instead of still trying to clear its debris left by Hurricane Katrina.

*This article was authored by Samuel L. Anderson, Esq., of the law firm Jernigan Copeland & Anderson, PLLC which represented one of the appealing member companies. The opinions expressed herein do not attempt to represent all competing arguments asserted during the appeals process. Insurance carriers needing representation in regulatory matters before the MWUA or the Mississippi Insurance Department are encouraged to contact Jernigan Copeland & Anderson, PLLC.

Firm News, Decisions & Links

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  • MS Court of Appeals affirms summary judgment for JC&A client in Warren County Circuit Court, dismissing premises liability lawsuit.
  • Jernigan appointed Board of Trustees Chairman for Baptist Health Systems
  • Jernigan and Anderson secure Appellate Court decision vindicating State Auditor in records dispute with Biloxi’s Sun Herald
  • Copeland named top 10 finalist in the “TOP 40 LEADERSHIP IN LAW 2015” by the Mississippi Business Journal
  • Wilson named to “GOPAC’s Class of Emerging Leaders” for 2016Wilson named Vice-Chairman of House Judiciary A Committee
  • Vanderloo admitted to practice before United States Court of Federal Claims
  • Copeland selected for listing by The Best Lawyers in America, 2016, 22nd Edition for his work in Insurance Law
  • Copeland has article published in the Mississippi Law Journal, providing a comprehensive survey of the Revised Mississippi Lien Law. See Clyde X. Copeland, III & Robert P. Wise, Expansion of Mississippi’s Construction Lien Laws to include Mississippi Subcontractors, Materialmen, Consulting Engineers, and Surveyors, 84 Miss.L.J. 905 (2015).
  • JC&A listed as a Top Mississippi Law Firm by The American Lawyer and in Super Lawyers Directory
  • Vanderloo selected as a Member of the Claims & Litigation Management AllianceVines selected for listing by Best Lawyers In America for his defense work on personal injury and professional malpractice lawsuits
  • Vanderloo selected for Mid-South Super Lawyers Rising Star List
  • Jernigan Copeland & Anderson, PLLC named “GO-TO FIRM” by Fortune 500 client for Misssissippi premises liability work managed by Barton
  • Copeland (argued), Graham and DeNobriga secure landmark decision enforcing “Open Roof Exclusion” and “Water Damage Exclusion” in CGL Policy before the U. S. Fifth Circuit Court of Appeals
  • Vanderloo secures Arbitration Award of money damages for general contractor in dispute with project developer.
  • Davis secures summary judgment for landowner on issues of negligence, duty and proximate cause in Mississippi
  • Favorable insurance coverage decision secured by JC&A in U. S. District Court is Affirmed by U. S. Fifth Circuit Court of Appeals.
  • JC&A assists State Auditor in successfully securing Order for Southaven Mayor Greg Davis to repay taxpayers for personal expenses charged to the City. The decision is affirmed by the MS Court of Appeals.
  • Jernigan and Anderson secure summary judgment for client and dismissal of lawsuit concerning financing of Lost Rabbit Development
  • MS Court of Appeals affirms summary judgment for JC&A client in Hinds County Circuit Court, dismissing premises liability lawsuit. 

Partial ownership of real property in state does not necessarily establish residency for purposes of coverage under automobile policy

Jernigan and Anderson successfully represent Mississippi State Auditor, Stacey Pickering, who prevails in dispute with Mississippi Attorney General over payment of fees to private attorneys hired as special assistants. See Archived Oral Argument by Jernigan

Jernigan and Anderson lead charge in Mississippi for court ordered recalculation and true-up of Hurricane Katrina assessments by Mississippi Windstorm Underwriting Association based upon its misapplication of reinsurance proceeds following the storm, leading to millions of dollars in refunds to insurance carriers across Mississippi. MWUA regulations are overseen by the Mississippi Insurance Department

Firm tackles arbitration disputes arising from Mississippi contracts through Mississippi Supreme Court rulings*

Re-Thinking Arbitration

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An arbitration agreement makes sense for a number of reasons – it can be relatively quick and you expect that an arbitrator, unlike a jury, has the technical knowledge and expertise to understand a complex construction dispute – to name a few.

Those considerations notwithstanding, arbitration can be expensive.   If the parties have agreed to have the American Arbitration Association administer an arbitration, the administration fees will typically run in the thousands to the tens of thousands of dollars.  Add to that the cost of the hearing locale and the fees for the arbitrator to prepare for, and participate in, the arbitration hearing, and the costs may become prohibitive.

There is another possibility to consider:  a contractual agreement to have a dispute heard in a bench trial.  Section 11-1-18 of the Mississippi Code, as amended, provides that:

If the parties to a cause of action agree, any claim filed alleging damages may receive a bench trial which shall be conducted in two hundred seventy (270) days or less after the cause of action has been filed.  The cause of action shall be a priority item in the court.  This alternative may provide a significant cost savings.  Also, like arbitration, it eliminates the possibility of a jury deciding the issue.  While a bench trial may involve higher transaction costs than an arbitration (e.g., conducting discovery), that consideration is mitigated by the relatively short period of time available between filing suit and trial.  Furthermore, with a bench trial, summary disposition of the claim is a possibility, as is the right to an appeal.

Typically, a one-size fits all approach is not very effective or efficient; that’s undoubtedly the case with selecting a forum for dispute resolution.  If you already have an arbitration agreement in your form contract (if you do not, you should consider including one) it is wise to leave it in place; however, it may make sense to amend the dispute resolution clause in your contract form to include a provision for a bench trial for certain claims.

While an arbitration agreement for complex defect or delay claims may make sense, adding a bench trial provision for certain limited claims, such as claims below a certain dollar amount, may well save you significant legal costs and still provide a timely result.

If you would like to discuss this, or practical solutions to help grow your construction business, please call Matthew Vanderloo at (601) 427-0065, or Adam deNobriga at (601) 427-0069.

Disclaimer:   The information and comments presented above are general in nature, are the author’s understandings for educational purposes only, and are not intended to offer a legal opinion for use in dealing with any specific set of facts or to create any attorney/client relationship.  You should consult with an attorney before taking any action of a legal consequence.  Further, the authority cited above is subject to change and/or re-interpretation.

Construction Defect Claims

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Traditionally, in construction defect claims (non-products claims) there is a fairly well defined slate of legal theories to be plead.  They include claims of negligence, breach of the implied warranty of workmanship, breach of the statutory warranty found in the New Home Warranty Act (for residential claims) and breach of contract claims.  Typically breach of contract claims can come in two varieties:  Claims for out-right breach of contract relative to an expressed provision or condition of a written or oral contract, or breach of an expressed warranty contained in the contract, itself (e.g., “Builder warrants that the work will be done in a good and workman-like manner” or “Builder warrants that the work will conform with the design plans and specifications for the project”).  Each of these theories and causes of action are discussed below:

Negligence

A claim for negligence requires proof of duty, causation, and damages.  The following are the duties owed in Mississippi by those in the construction industry:

  (1) Contractor – build in a “good and workmanlike manner”

  (2)  Project designers – (engineers and architects)-duty to use the care, skill and diligence ordinarily exercised by architects and engineers under like circumstance in the area in designing the project and in carrying out their duties to administer the construction contract, including observations and approval of the work by contractors and subcontractors

  (3)  Component Supplier-use reasonable care in the manufacture of component products

Negligence per se (i.e. the violation of building codes) removes the duty aspect of a negligence claim. See Thomas v. McDonald, 667 So. 2d 594, 597 (Miss. 1995) (In order for violation of building codes to constitute negligence per se, Plaintiff has burden to show that he/she is member of class that code was designed to protect and that the harm suffered was the type of harm that code was intended to prevent)

BREACH OF IMPLIED  WARRANTIES

Implied Warranty of Habitability

Implied Warranty of good workmanship – George G. Gilmore v. Garrett, 582 So. 2d 387 (Miss. 1991) (Where a person contracts to do certain work he is charged with the common-law duty of exercising reasonable care and skill in the performance of the work required to be done by the contract, and the parties may not substitute a contractual standard for this obligation . . .Accompanying every contract is a common law duty to perform with care, skill and reasonable experience, and a negligent failure to observe any of these conditions is a tort as well as a breach of contract . . . One who engages in a business, occupation or profession represents to those who deal with him in that capacity that he possesses the knowledge, skill and ability, with reference to matters relating to such calling, which others engaged therein ordinarily possess.  He also represents that he will exercise reasonable care in the use of his skill and in the application of his knowledge and will exercise his best judgment in the performance of work for which his services are engaged, within the limits of such calling.) 582 So. 2d 387, 391-92 (Miss. 1991)

BREACH OF CONTRACT

Elements: Contractual obligation, breach, causation and damages

Specific provisions/warranties to look for: (1) “Build per specifications”, (2) “Build in good and workmanlike manner”, (3) “Responsible for correcting defects in materials and workmanship” (Example:  AIA Document A201-1997 General Conditions, Article 3.1.2, 3.3.1, 3.3.2, 3.3.3 and 3.4.3)

Oil & Gas Liens in Mississippi

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Our firm routinely assists Oil & Gas Operators and Oil Field Contractors with the filing of liens directly against the equipment and proceeds of producing oil and gas wells in Mississippi. The filing of these liens are governed by Miss. Code Ann. 85-7-131. If your company has unpaid invoices from work performed on any oil or gas well, liens may be filed and recorded in the chancery clerk’s office in the county where the subject well is located. If the filing of such liens does not accomplish the goal of receiving payment on these overdue invoices, we likewise have experience in proceeding with collection lawsuits to judicially enforce payment. Our past experience in these matters normally allows for the enforcement of liens and the satisfaction of unpaid liens at a small fraction of the amounts owed. Please feel free contact us at any time for an initial assessment of your particular situation to determine whether the assertion of an oil and gas lien and/or a lawsuit for collection is an economical alternative to simply waiting for payment of unsatisfied invoices on oil and gas wells in Mississippi.

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