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[W] Doleac v. Real Estate Professionals6/16/2005
NATURE OF THE CASE: CIVIL - TORTS-OTHER THAN PERSONAL INJURY & PROPERTY DAMAGE
DISPOSITION: REVERSED AND REMANDED - 06/16/2005
EN BANC.
. Real Estate Professionals, LLC ("REP") sued Barry Doleac, The Doleac Company and The Doleac Building, LLC for breach of their Independent Contractor Agreement, tortious interference with business relations, breach of their Asset Purchase Agreement, trespass to chattels, conversion, and for punitive damages. REP also asked for an accounting, declaratory judgment and an injunction. Before trial, the Chancery Court of Forrest County granted a temporary restraining order, permitting REP to remain in possession of the leased premises. Doleac's motion to dismiss the complaint and compel arbitration was denied by the chancellor. The chancellor found for REP, and Doleac now appeals to this Court. We hold that the chancery court erred in denying the motion to compel arbitration. Therefore, we reverse and remand with orders to submit all disputes to binding arbitration.
FACTS AND PROCEDURAL HISTORY
. Barry Doleac is the principal shareholder in Doleac Company and Doleac Building, LLC. The Doleac Company is owned 95% by Barry, president, who was also a licensed Mississippi real estate broker, and 5% is owned by his wife Carolyn. REP is a limited liability company organized and doing business as a real estate agency in Hattiesburg, Mississippi. The case sub judice is a suit for various claimed torts arising from the performance of three contracts which were signed to effectuate the sale of a real estate business.
. The Doleac Company, Doleac Building and Barry Doleac executed three agreements with REP on December 31, 1999. Those three agreements are as follows: (1) an Asset Purchase Agreement (hereinafter "APA") for REP to buy The Doleac Company; (2) a Lease Agreement (hereinafter "LA") by which REP was to rent office space from The Doleac Building; and (3) an Independent Contractor Agreement (hereinafter "ICA") for Barry Doleac to work for REP for a period of five years.
. The APA provided for the purchase by REP of certain business assets of The Doleac Company at a purchase price of $500,000, payable $125,000 at closing with balance evidenced by promissory note payable in monthly installments over a five-year period. The monthly installments were contingent upon Barry, agents currently associated with Barry and any other agents recruited by Barry producing a minimum of $1,100,000 gross commission income yearly. The contract references a security agreement in REP's "present and future listing agreements and all personal property owned or acquired" that was to be attached to the APA but that security agreement was never attached. In conjunction with this, a UCC-1 financing statement was filed and reflects that it applied to REP's "listing agreements and sales contracts."
. The APA stated that Barry would enter into an employment contract with REP, the terms of which were incorporated into and made part of the APA. This ICA provided that Barry would work for REP for a term of five years beginning on January 1, 2000, and continuing through December 31, 2004. The compensation to Barry was on a commission basis, outlined with specificity in the agreement. This agreement states that it is "the entire agreement between undersigned parties and can only be amended in writing and signed by both parties." The agreement does not make any provision for termination except by completion of the stated term.
. Also incorporated into and made apart of the APA was a lease of certain property. This LA leased "suites 1, 4, 5, and part of suite 3" at a stated location to be used pr
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