Full Opinion

IN THE COURT OF APPEALS OF THE STATE OF MISSISSIPPI NO. 2025-CA-01438-COA VENTURE INVESTORS LLC AND AMRUT APPELLANTS PATEL v. THOMAS LEONARD AND BIRDIA LEONARD APPELLEES DATE OF JUDGMENT: 11/07/2025 TRIAL JUDGE: HON. JAMES D. BELL COURT FROM WHICH APPEALED: HINDS COUNTY CIRCUIT COURT, FIRST JUDICIAL DISTRCIT ATTORNEYS FOR APPELLANTS: DAVID RINGER BRENTON MATTHEW CARTER ATTORNEY FOR APPELLEES: THOMAS W. POWELL NATURE OF THE CASE: CIVIL - CONTRACT DISPOSITION: REVERSED AND REMANDED - 11/10/2026 MOTION FOR REHEARING FILED: BEFORE CARLTON, P.J., WEDDLE AND LASSITTER ST. PÉ, JJ. LASSITTER ST. PÉ, J., FOR THE COURT: ¶1. Amrut Patel, through his limited liability company, Venture Investors LLC (Venture), leased a property at 5124 North State Street in Jackson to Thomas and Birdia Leonard. The parties’ relationship eventually deteriorated, prompting Venture to file suit in the County Court of Hinds County, alleging that the Leonards had breached an oral contract for the lease of the property. Venture later moved for summary judgment. The county court entered summary judgment and dismissed the complaint as a matter of law, finding that the oral contract did not satisfy the elements of a valid contract. The circuit court affirmed, and Venture appealed. After review, we find that a genuine issue of material fact precludes summary judgment, and we reverse and remand. FACTS AND PROCEDURAL HISTORY ¶2. Venture filed a complaint in the County Court of Hinds County, alleging that the Leonards had breached an oral contract for lease of property. Venture alleged that Venture and the Leonards had entered into a non-binding letter of intent (LOI) to lease property. The terms of the LOI provided that the Leonards would pay Venture “a $4,000 deposit for months 1-10 of the lease and $3,500 for months 10-36.” The Leonards also agreed to make renovations to the property, totaling $8,468. Venture alleged in its complaint that the Leonards made an initial $4,000 payment “for months 1-10” and then took control of the property, but they did not sign a later-presented lease agreement. ¶3. The LOI states that it “is completely non-binding and has no effect on either party whatsoever until a Lease Agreement has been fully executed by both Tenant and Landlord.” The Leonards signed the LOI, but Venture did not. The copy of the lease agreement was later included in Venture’s summary judgment motion, and neither party signed it. ¶4. The Leonards responded to the complaint, arguing only that Venture’s complaint should be dismissed for failure to state a claim upon which relief could be granted. They also countersued for reimbursement and admitted “the parties entered into an oral contract,” but they argued that they took possession of the property after making “a down payment of $4,000.” They claimed they tried to get permits to repair the buildings, but the City of 2 Jackson would not issue them due to code violations.1 ¶5. Venture moved for summary judgment, arguing that the Leonards violated “the terms of the oral contract,” which can be “found or inferred from” the LOI. Venture argued that, per the oral contract, the Leonards were required to pay, and did in fact pay, $4,000 as a non- refundable deposit that also served as rent for the first ten months of the contract. Venture asserted that the Leonards were required through the oral agreement to make certain repairs to the property and to begin paying $3,500 each month in rent beginning in July 2018 through August 2020. Venture claimed that the Leonards occupied the property “continuously” through November 2018 but did not pay the monthly rent of $3,500 or complete the required repairs. Venture alleged under those facts that the Leonards owed Venture $99,468 for unpaid rent and incomplete repairs. Venture asserted there were no genuine issues of material fact to warrant a trial. ¶6. In support of its motion, Venture attached a copy of the non-binding LOI, an excerpt from Birdia Leonard’s deposition (in which she stated that she and Thomas had been married and started the non-profit “Pro-Way Youth Sports” together), the unsigned lease agreement, “receipts” (for $1,905 for unclear items or services; $2,000 for grass cutting on the property; $750 for work on the fence; $375 and $275.26 for machinery rental); a letter from Venture’s attorney (letting the Leonards know they were behind on the rent); a cashier’s check (from 1 The county court granted summary judgment in Venture’s favor on this claim, but the Leonards did not cross-appeal. 3 Thomas to Patal for $4,000); the Leonards’ non-profit’s marketing material; Secretary of State documents for the non-profit; the non-profit’s application for a privilege license; and the IRS revocation for the non-profit. ¶7. Venture argued in support of its motion that the Leonards “planned to operate a youth sports business” at the property, pointing out that the Leonards had registered the non-profit’s place of business as 5124 North State Street and that the receipts showed they had undertaken some efforts to improve the property. Venture argued that the failure to pay the rent, to complete repairs, and to maintain the property were all “clear breach[es] of the agreement”: “Stated differently, [Venture has] suffered damages in the amount of $91,000.00, plus the repairs valued at $8,468.00, which were never completed, and damages for [the Leonards’] failure to maintain the property resulting in deterioration. Accordingly, there is no genuine issue of material fact and summary judgment should be entered for [Venture.]” ¶8. Despite acknowledging the existence of an oral contract in their answer and failing to raise the statute of frauds as a defense, the Leonards responded, arguing that there was no written contract, and therefore there was no binding lease. The Leonards alleged that they “were never afforded an opportunity to repair said property due to [there] not being a signed contract or lease.” The Leonards did not file a cross-motion for summary judgment on Venture’s claims or move for summary judgment on their counterclaim. Rather, the Leonards only asked the court to deny the plaintiffs’ motion and set the case for “trial.” ¶9. The county court held a hearing on Venture’s motion, but the transcript of the hearing 4 was not contained in the record on appeal. The county court’s order notes that “[a]t the motion hearing counsel for the parties acknowledged . . . that there were no genuine issues of material fact requiring a determination by a jury, and that the court could resolve the issues as a matter of law.” ¶10. The county court found that there was not a valid contract between Venture and the Leonards and that there was no evidence upon which to support recovery on the competing claims of unjust enrichment. Venture appealed to the Hinds County Circuit Court, which affirmed. This appeal followed. ANALYSIS ¶11. The interpretation of a contract is a question of law that we review de novo. Gulf Coast Hospice LLC v. LHC Grp. Inc., 273 So. 3d 721, 734 (¶34) (Miss. 2019). We also review a trial court’s grant of summary judgment de novo. Id. Summary judgment is appropriate when “the pleadings, depositions, answers to interrogatories and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.” M.R.C.P. 56(c). We view the evidence in the light most favorable to the non-moving party. Id. ¶12. The Encyclopedia of Mississippi Law summarizes what a plaintiff must show to obtain summary judgment: Obtaining summary judgment is hard for plaintiffs who carry the burden of proof. Plaintiffs must demonstrate that there is no genuine issue of material fact on each element of the prima facie case. Basically, in order for the plaintiff to obtain summary judgment, the plaintiff must demonstrate that the 5 defendant has no evidence disputing any material fact on which the plaintiff’s prima facie case rests or must negate the evidence the defendant/nonmovant has. The plaintiff movant must demonstrate that no reasonable juror could find for the defendant on any material issue. Jeffrey Jackson et al., Effect of Burdens of Proof on Movant’s Burden, 2 Encyclopedia of Mississippi Law § 13:179 (3d ed. Sept. 2026). ¶13. Here, Venture’s motion for summary judgment asserted that the parties “entered into an oral contract” and that “[t]he terms of the oral contract can be found or inferred from the Non Binding Letter of Intent to Lease.”2 However, the “Non Binding Letter of Intent to Lease” expressly stated that it was “completely non-binding and ha[d] no effect on either party whatsoever until a Lease Agreement ha[d] been fully executed by both [parties],” and the parties never executed a lease. More important, Venture offered no affidavit, deposition testimony, or other evidence that the parties orally agreed to any contract terms.3 2 The theory of Venture’s motion for summary judgment varied materially from the allegations of Venture’s complaint. Venture’s complaint seemingly alleged that the “Non Binding Letter of Intent to Lease” was a valid written contract. Specifically, Venture’s complaint alleged: Defendants entered into a Non-Binding Letter of Intent to Lease (referred to herein as “agreement”) with the Plaintiffs. A copy of the subject agreement is attached hereto as EXHIBIT “A” and incorporated herein by reference. Defendants breached the agreement by failing to pay the Plaintiffs in accordance with the agreement . . . . Venture’s complaint made no allegations regarding an oral agreement. 3 Venture submitted no affidavits and only one page of Birdia Leonard’s deposition transcript in support of its motion. The deposition excerpt had nothing to do with the alleged oral contract. 6 ¶14. The county court held that “[a] breach of contract claim must arise from the existence of [a] valid and binding contract. As to Venture, it simply never had a signed contract with [the Leonards].” The court noted, “Of the six elements necessary to establish a contract in Mississippi, some are missing from the unsigned document and others clash with the [LOI,] thus prohibiting the cobbling together of documents,” then the court pointed out the uncertainties inherent in the documents relied on by Venture. The court concluded: “Simply put, the documents supplied by Venture fail to create a contract under Mississippi law and hence, the [c]ourt need not delve further into the deficiencies undercutting the breach of contract claim.” ¶15. A plaintiff moving for summary judgment based on an alleged oral contract, at minimum, must offer an affidavit or testimony that the parties orally agreed to something. But Venture offered no evidence that the parties ever orally agreed to any of the terms of the non-binding LOI—Venture simply asserted, without evidentiary support, that the terms of the alleged oral contract could be “inferred” from that document. Therefore, the county court properly denied Venture’s motion for summary judgment because Venture failed to meet its burden of establishing that there was no genuine issue of fact and that it was entitled to judgment as a matter of law. M.R.C.P. 56(c). Because Venture’s motion was the only motion on file, the court should have stopped there. ¶16. The county court should not have gone further and dismissed Venture’s claims because the Leonards never sought summary judgment. See Sullivan v. Trustmark Nat’l 7 Bank, 653 So. 2d 930, 932 (Miss. 1995) (holding that “it would be improper” to render summary judgment in favor of a non-moving party that “did not seek summary judgment in his favor and ha[d] not sought such relief [on appeal]”). This is true even despite the parties’ apparent agreement before the county court that the “parties acknowledged . . . that there were no genuine issues of material fact requiring a determination by a jury, and that the court could resolve the issues as a matter of law.” See id. (“We eschew trial by affidavit.”)4 ¶17. The county court properly denied Venture’s motion for summary judgment because Venture offered no evidence of an alleged oral agreement and failed to meet its burden under Rule 56, but the court erred by dismissing Venture’s complaint entirely. Because the county court’s dismissal of Venture’s complaint exceeded the bounds of the summary judgment motion before it, we reverse the circuit court’s order and the county court’s order of dismissal and remand to the county court for further proceedings on Venture’s claims for breach of contract. ¶18. REVERSED AND REMANDED. BARNES, C.J., CARLTON AND WILSON, P.JJ., WESTBROOKS, McDONALD, LAWRENCE, McCARTY, EMFINGER AND WEDDLE, JJ., CONCUR. 4 Similarly, the court should not have granted summary judgment in Venture’s favor on the Leonards’ counterclaim, as neither Venture nor the Leonards sought summary judgment on that claim. See Moore v. Jackson Pub. Sch. Sys., 371 So. 3d 213, 216 (¶13) (Miss. Ct. App. 2023) (“A court errs in granting summary judgment sua sponte on an issue not raised in the moving party’s motion for summary judgment.” (quoting White v. Cockrell, 190 So. 3d 878, 884 (¶19) (Miss. Ct. App. 2015))). However, as noted, the Leonards did not appeal the grant of summary judgment on their counterclaim. 8