Denman et al v. Tallahatchie Ducks, LLC et al
Filing
62
OPINION re 61 JUDGMENT. Signed by Glen H. Davidson on 06/18/2012. (gpk)
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF MISSISSIPPI
DELTA DIVISION
STUART DENMAN, individually;
JULIA DENMAN, individually; and
DENMAN FARMS, LLC
PLAINTIFFS
v.
CIVIL ACTION NO. 2:lOJCV-00133-GHD
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TALLAHATCHIE DUCKS, LLC and
MARK McILWAIN, individually
DEFENDANTS
OPINION
This case came before the Court upon a bench trial beginning on April ~, 2012, pursuant
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to a dispute concerning a contract between the Plaintiff Denman Farms art! the Defendant
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Tallahatchie Ducks, LLC. Upon careful consideration of the testimony and ex~ibits presented at
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trial, as well as the parties' post-trial submissions, the Court finds that the pontract must be
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interpreted as written and that the Plaintiffs are not entitled to the relief sought. The following
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constitutes the findings of fact and conclusions of law reached by this Court pu.tsuant to Rule 52
of the Federal Rules of Civil Procedure:
A. Findings ofFact
The Plaintiffs own real property in Tallahatchie County, Mississippi. Il The Defendant
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Tallahatchie Ducks, LLC leased approximately 2,000 acres of the subject real Jtoperty, pursuant
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to a lease of duck and deer hunting rights ("lease agreement") entered into by the parties through
their respective attorneys as of August 28, 2007, for a period often years to expJre on August 28,
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2017. Pursuant to the lease agreement, Tallahatchie Ducks, LLC constructed kn 8,000 square-
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1 At
trial, the Defendants introduced the argument that the Plaintiffs were not the *ctual owners of the
real property because the land is in a revocable trust. However, the Plaintiff Stuart Denmanltestified that he and
his wife, the Plaintiff Julia Denman, are beneficiaries of the revocable trust. The Court lis satisfied that the
Plaintiffs owned the real property and had the authority to enter into the lease agreement.
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foot hunting lodge on the real property and purchased fire and extended risk i*surance coverage
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for the lodge from Star Net Insurance Company. On February 7, 2010, the Iddge burned. Star
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Net Insurance Company paid Tallahatchie Ducks, LLC $438,000 for the repladement cost of the
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hunting lodge. The Defendant Mark McIlwain, sole member of Tallahatchie tucks, LLC, used
the funds to satisfY loans he had made to Tallahatchie Ducks, LLC for the
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c~nstruction
of the
lodge.
B. Conclusions ofLaw
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This action invokes the Court's diversity jurisdiction. When sitting lin diversity, this
Court applies Mississippi substantive law. See In re Knight, 208 F.3d 514, 51h (5th Cir. 2000).
"The district court's interpretation of a contract, including the initial
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determin~tion
,
whether the
contract is ambiguous, is a conclusion of law." ConAgra, Inc. v. Country Skill~t Catfish Co., 96
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F. App'x 171, 174 (5th Cir. 2004) (citing Royer Homes ofMiss. , Inc. v. Chandd/eur Homes, Inc.,
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857 So. 2d 748, 751 (Miss. 2003) (internal citation omitted)). "Contract and ~eal property law
are traditionally the domain of state law." Fid. Fed. Sav. & Loan Ass'n v. de laiCuesta, 458 U.S.
141, 154, 102 S. Ct. 3014, 73 L. Ed. 2d 664 (1982) (citing Aronson v. Quick point Pencil Co.,
440 U.S. 257, 262,99 S. Ct. 1096,59 L. Ed. 2d 296 (1979) and Butner v. Unitel! States, 440 U.S.
1
48,55,99 S. Ct. 914, 59 L. Ed. 2d 136 (1979)).
The Court notes that the presence of the hunting lodge on the real prop<$iy owned by the
Plaintiffs is not dispositive of whether the Plaintiffs had an ownership interest lin the lodge. "It
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has been repeatedly held, that a building or other fixture, which is ordinarily a ~art of the realty,
is personal property when placed on the land of another by contract or by cons$t of the owner."
Jim Walter Corp. & Mid-State Homes, Inc. v. Gates, 370 So. 2d 928, 930 (Mis~. 1979) (quoting
Weathersby v. Sleeper, 42 Miss. 732, 1869 WL 2726, at *7 (Oct. Term 1869)). !Thus, in the case
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sub judice, the hunting lodge constructed on the Plaintiffs' land pursuant to
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th~
lease agreement
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executed by the parties is personal property, not part of the realty. The Court! looks to the four
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comers of the contract itself to determine the rights and duties of the parties with respect to any
improvements or fixtures. See Check Cashers Express, Inc. v. Crowell, 950
So. 3d 1035,
1041
(Miss. App. 2007).
Mississippi law of contracts dictates that courts must interpret a cob-tract as written,
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unless it is ambiguous. Royer Homes, 857 So. 2d at 751. "The primary purp
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