Lefoldt, Jr. v. Rentfro, No. 16-60245 (5th Cir. 2017)Annotate this Case
Defendant and the chief financial officer of NRMC signed three documents detailing terms upon which defendant would provide audit services for NRMC. Defendant moved to compel arbitration and to stay proceedings in federal district court pending arbitration. The district court denied the motions. At issue in this interlocutory appeal was whether the "minutes rule," also known as the "minutes requirement," under Mississippi law pertains to the issue of the contract's validity, or instead more closely resembles whether the alleged obligor NRMC ever signed the contract. The court concluded that, with respect to the 2010 and 2012 engagement letters, the minutes rule pertains to whether written agreements between NRMC and defendant were formed in each of those years. Therefore, whether written contracts were consummated was a question for the courts rather than an arbitrator. The court also concluded that because of the minutes requirement, the 2010 and 2012 engagement letters were not contracts to which NRMC was a party. Therefore, NRMC was not a party to the arbitration provisions contained in the 2010 and 2012 engagement letters. The court further concluded that the minutes of NRMC's board reflect that an agreement with defendant was reached in 2009. Therefore, the minutes rule does not pertain to that contract's formation. On remand, the district court should determine the scope of the arbitration agreement. Finally, the court concluded that the Mississippi minutes rule was one of general applicability to Mississippi contracts with public entities and the requirement of section 2 of the Federal Arbitration Act (FAA), 9 U.S.C. 2, that courts must place arbitration agreements on an equal footing with other contracts does not foreclose its application in this case. The court affirmed as to the 2010 and 2012 engagement letters, vacated as to the 2009 engagement letter, and remanded.
The court issued a Revised version of this opinion on April 12, 2017.