Watkins & Eager, PLLC v. Lawrence
Annotate this CaseAppellant Watkins & Eager, PLLC brought an interlocutory appeal of a circuit court decision. Appellant argued the circuit court erred by denying the firm’s motion to dismiss for failure to state a claim under Mississippi Rule of Civil Procedure 12(b)(6). Appellant contended that the provisions at issue within its operating agreement were structurally unambiguous and authorized the firm to terminate any member, including Appellee Richard Lawrence for any reason whatsoever. Furthermore, the firm opposed Appellee’s attempt to shoehorn a "McArn" exception into this dispute. Reviewing the complaint and the PLLC operating agreement central to the dispute, the Mississippi Supreme Court held that Appellee’s breach-of-contract and wrongful-termination claims should have been dismissed. Appellee also pleaded twenty-eight separate additional claims that emanated from the same alleged breach resulting in Appellee’s expulsion from the firm. To this, the Court found Appellant exercised rights found in the agreement, which were not ambiguous. Accordingly, the Supreme Court found all claims within the complaint failed as a matter of law. Judgment was reversed and the case remanded for the circuit court to enter a judgment consistent with the Supreme Court's opinion.
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