Lefoldt v. Rentfro, No. 18-60581 (5th Cir. 2019)Annotate this Case
Mississippi requires that a public board speak and act only through its minutes, and Mississippi courts will not give legal effect to a contract with a public board unless the board's approval of the contract is reflected in its minutes. In this case, the Medical Center filed suit against Horne, alleging accounting malpractice. Horne claimed that the action must fail because there can be no accounting malpractice claim without proof of a professional relationship, and there was no record evidence on the minutes that the Medical Center ever entered into a professional relationship with Horne.
The Fifth Circuit affirmed the district court's judgment in favor of Horne, holding that, by virtue of the minutes rule, the Medical Center never formed a contract with Horne to perform the four audits conducted from 2010 to 2013. The court held that the district court correctly concluded that the Medical Center failed to offer any competent evidence that it was in privity with Horne.