Elizabeth Ann Blumer v. Majestic Homes, LLC and Michael Shannon Armstrong

IN THE COURT OF APPEALS OF THE STATE OF MISSISSIPPI

NO. 2024-CA-00163-COA

ELIZABETH ANN BLUMER APPELLANT

v.

MAJESTIC HOMES, LLC AND MICHAEL APPELLEES
SHANNON ARMSTRONG

DATE OF JUDGMENT: 02/01/2024
TRIAL JUDGE: HON. STEVE S. RATCLIFF III
COURT FROM WHICH APPEALED: RANKIN COUNTY CIRCUIT COURT
ATTORNEY FOR APPELLANT: GINNY Y. DELIMAN
ATTORNEYS FOR APPELLEES: JASON EDWIN WEEKS
FRANK RUSSELL BRABEC
NATURE OF THE CASE: CIVIL - CONTRACT
DISPOSITION: AFFIRMED IN PART; REVERSED AND
RENDERED IN PART - 03/25/2025
MOTION FOR REHEARING FILED:

BEFORE WILSON, P.J., McDONALD AND WEDDLE, JJ.

McDONALD, J., FOR THE COURT:

¶1. Majestic Homes LLC (Majestic Homes) and Elizabeth Blumer executed a contract for

the sale of a lot and the construction of a home. The contract included a provision for the

recovery of attorney’s fees if litigation became necessary. When Majestic Homes failed to

complete the home as provided in the original contract, the parties executed “Addendum #2,”

which included, among other things, a new closing date and a clause for liquidated damages

that accrued at $2,000 per month if Majestic Homes did not close by the new date.

¶2. The closing did not occur on the date set forth in the addendum, and Blumer filed a

complaint, and later an amended complaint, against Majestic Homes and Michael Shannon
Armstrong, Majestic Homes’s sole member and manager, for breach of contract, tortious

breach of contract, and breach of the covenant of good faith and fair dealing. Blumer filed

a motion for summary judgment on the simple breach of contract claim, seeking $4,000 in

liquidated damages and attorney’s fees. The Circuit Court of Rankin County granted

Blumer’s motion for summary judgment and her subsequent motion for attorney’s fees. The

court initially awarded her attorney’s fees in the amount of $21,450.00 and expenses in the

amount of $1,810.93.

¶3. Majestic Homes and Armstrong filed a Rule 60(b) motion for relief from the orders

granting summary judgment and attorney’s fees. See M.R.C.P. 60(b). The trial court initially

denied the Rule 60(b) motion. However, three months later, after Blumer abandoned her

other causes of action and requested a final judgment, the trial court entered a “corrected”

order granting Majestic Homes’s post-trial motion, dismissing Armstrong, individually, from

the matter, and reducing Blumer’s award to $4,000 in contractual damages, $1,200 in

attorney’s fees, and $500 in expenses. The trial court entered a final judgment ordering

Majestic Homes to pay $5,700 to Blumer.

¶4. Blumer appeals the final judgment and the corrected order. Blumer argues that the

trial court erred because it had no authority to enter the corrected order, and that the court

erred in reducing her attorney’s fees. After reviewing the record, parties’ arguments, and

relevant precedent, we affirm in part and reverse and render in part.

Facts and Procedural History

¶5. On March 15, 2021, Blumer contracted with Majestic Homes to purchase Lot 69 of

2
the Northshore Subdivision in Rankin County on which Majestic Homes would build her a

home for $354,000.00. The contract listed the seller as “Majestic Homes, LLC,” but was

electronically signed only by “Michael Armstrong.” Majestic Homes was a limited liability

company formed by Armstrong, who was its sole member. The contract specified a closing

date of August 6, 2021, and included a provision for the recovery of attorney’s fees if either

party had to initiate litigation following a breach.

¶6. When Majestic Homes failed to complete construction by August 6, 2021, Blumer and

Majestic Homes executed Addendum #2 to the contract. This addendum extended the

closing date and provided for liquidated damages in the event that the parties failed to close

by that time. Specifically, Majestic Homes agreed to pay Blumer $2,000 if the parties did

not close by October 31, 2021, and an additional $2,000 for every thirty days of continued

nonperformance. The addendum also required that Majestic Homes provide Blumer with a

list of all subcontractors and their contact information. The “Seller” portion of the addendum

was signed by “Shannon Armstrong” on behalf of Majestic Homes.

¶7. The parties did not close until December 10, 2021. By that time, Majestic Homes

owed Blumer $4,000 in liquidated damages, which Majestic Homes failed to pay at the time

of closing.

¶8. On December 17, 2021, Blumer filed a complaint in the Rankin County Circuit Court

for breach of contract against both Majestic Homes and Armstrong, individually. Blumer

then amended the complaint to add causes of action for tortious breach of contract, and

breach of the implied covenant of good faith and fair dealing. Blumer sought contractual and

3
consequential damages, along with attorney’s fees and expenses allowed under the contract,

and punitive damages. Majestic Homes admitted to entering into a contract and executing

Addendum #2 but denied all other claims and averments in Blumer’s amended complaint,

including Blumer’s entitlement to liquidated damages and attorney’s fees.

¶9. Majestic Homes and Armstrong filed a combined motion to dismiss, answer, and

defenses to the amended complaint. The motion to dismiss related to Armstrong’s individual

liability. Armstrong claimed that he was only an agent for Majestic Homes and should be

individually dismissed from the litigation.

¶10. Blumer served Majestic Homes and Armstrong written discovery, including requests

for admissions, interrogatories, and requests for production of documents.1 Additionally,

Blumer conducted third-party discovery through multiple subpoenas duces tecum served on

Majestic Homes’s vendors, suppliers, and subcontractors.

¶11. Blumer also noticed Majestic Homes and Armstrong, individually, for deposition

pursuant to Mississippi Rule of Civil Procedure 30(b)(6). On November 22, 2022, Blumer

questioned Armstrong both individually and as Majestic Homes’s designee in a single

deposition. In it, Armstrong admitted that the addendum provided for liquidated damages,

but he disagreed that Blumer should have been paid $4,000 for liquidated damages at the

time of closing “because I was doing everything I possibly and physically could do to get that

house completed . . . [, but] I could not control . . . my subs. I could not control the supply

chain. Used to build a house [in] four or five months. It can take a year now.”

1
Although Majestic Homes and Armstrong responded to Blumer’s interrogatories,
they did not propound any discovery of their own.

4
¶12. On January 6, 2023, Blumer filed a motion for summary judgment and memorandum

of law in support of her breach of contract claims against both defendants, attaching, among

other things, Armstrong’s deposition. Blumer contended that Majestic and Armstrong

breached the contract’s addendum clause by failing to complete construction and close by

a certain date, by failing to pay the “delay damages” that she incurred, (i.e., $1,974.72 she

paid her lender to preserve her favorable interest rate), and by failing to provide her with a

list of subcontractors who performed the work. Concerning attorney’s fees and consequential

damages, Blumer pointed to the initial contract’s provision regarding a breach and attorney’s

fees, which stated that “[i]f it becomes necessary for any party to initiate litigation relating

to this Contract, then the non-prevailing party agrees to pay reasonable attorney fees and

court costs in connection therewith to the prevailing party.” Blumer contended that Majestic

Homes and Armstrong’s failure to pay $4,000 in liquidated damages made it necessary to

initiate litigation. Therefore, Blumer was entitled to attorney’s fees because it was

undisputed that Majestic Homes and Armstrong breached the contract by not paying the

liquidated damages. Blumer also contended that there were no issues of material fact in

dispute and that she was owed relief.

¶13. Majestic Homes and Armstrong filed a response in opposition to Blumer’s motion on

January 26, 2023. In it, Armstrong argued that he had no individual liability for the alleged

breach of contract and that summary judgment as to him individually should be denied.

Majestic Homes and Armstrong further argued that Blumer was not entitled to the $4,000

because supply chain issues occurred that were out of their control. Alternatively, Majestic

5
Homes and Armstrong argued that if the trial court found no issues of material fact in

dispute, then damages should be limited to what was provided in the addendum.

¶14. On February 1, 2023, the trial court held a hearing on Blumer’s motion for summary

judgment. Majestic Homes argued that due to a lack of labor, it was impossible to complete

the contract on time, so a jury should decide whether there was an actual breach of the

contract. The defense attorney also argued that Armstrong, individually, was not a party to

either of the contracts, only Majestic Homes LLC. Moreover, Blumer had presented no proof

that would warrant piercing the corporate veil. The trial court indicated its inclination to

dismiss Armstrong individually from the action, stating:

[The Court]: I would agree with you that I don’t think that Mr. Armstrong - -
I haven’t seen anything that would impose any liability on him
personally. It looks like the contracts and the addendums were
all executed by him as a member of the LLC, and you said the
LLC was in good standing. Is that correct?

A. Yes, sir, Your Honor.

The court asked the parties to look at the closing documents and stated: “I’ll withhold any

ruling today with the exception of dismissing Mr. Armstrong, individually. I have not seen

anything that would say that he has any personal liability.” When Blumer argued that

Armstrong had not filed nor noticed a motion to be dismissed individually, Armstrong moved

ore tenus for his dismissal as a defendant. After hearing the parties, the trial court dismissed

Armstrong, individually, stating:

Once again, I don’t see any reason to impose any liability on him personally.
I haven’t seen anything or heard anything that would make me change my
mind on that. So if the defense is moving ore tenus to dismiss Mr. Armstrong,
that motion would be granted. Like I said, it was brought up in the response,

6
so that’s why I addressed it on that.

¶15. On April 5, 2023, the trial court entered an order granting Blumer’s motion for

summary judgment, finding that no genuine issue of material fact existed and that Blumer

was entitled to judgment as a matter of law. Specifically, the trial court found that the

Defendants’ breach of the contract was “clear and undisputed” because they did not dispute

the existence of the terms of the contract, and they admitted that construction was not

complete by the agreed-upon date. The trial court granted the motion for summary judgment

and stated that Blumer was entitled to liquidated damages of $4,000 and reasonable

attorney’s fees. However, the order did not reflect the court’s ruling made during the hearing

that Armstrong had no individual liability.

¶16. On April 17, 2023, Blumer filed her motion for attorney’s fees and litigation expenses.

Blumer supported her motion with the affidavit of her attorney, Ginny Y. Deliman, who

attached an itemization of her billable hours. In the affidavit, Deliman stated that she

charged $200 per hour for attorney time and $100 per hour for paralegal time. Deliman

asserted she spent 105.2 hours on the litigation. Overall, the attorney’s fees amounted to

$21,450.00, and adding expenses of $1,810.93, Blumer sought a total of $23,258.43.

¶17. Majestic Homes and Armstrong responded,2 stating that Blumer’s attorney’s fees

demand was five times greater than the liquidated damages awarded and not reasonable.

They further argued that Blumer conducted “protracted” discovery, trying to establish a

2
In a footnote, Majestic Homes and Armstrong noted that the trial court already
dismissed Armstrong, individually, but that both were responding out of “an abundance of
caution.”

7
tortious breach of contract and a claim of willful, wanton, and malicious conduct to support

punitive damages. There had been no ruling on these claims for Blumer to be considered a

“a prevailing party.” They argued no attorney’s fees should be awarded for time spent

seeking relief on these claims. They proposed paying a fee of one-third the amount of the

summary judgment award, namely $1,334.00.

¶18. In her rebuttal, Blumer pointed out that no order had been presented or entered

dismissing Armstrong, individually. Blumer also stated that she had not sought summary

judgment on her tortious breach of contract or punitive damages claim and that those claims

were still pending. However, Blumer asserted that she was clearly the prevailing party on

her simple breach of contract claim and entitled to reasonable attorney’s fees.

¶19. On July 3, 2023, the trial court granted Blumer’s motion and awarded attorney’s fees

in the amount of $21,450 and expenses in the amount of $1,810.93. The trial court noted in

its order that it considered the award to be reasonable after consideration of the factors set

out in Rule 1.5 of the Mississippi Rules of Professional Conduct.

¶20. On July 6, 2023, Majestic Homes and Armstrong filed a Rule 60(b) motion for relief

from the trial court’s order granting summary judgment arguing that it failed to include the

court’s finding that Armstrong had no individual liability and should be dismissed. See

M.R.C.P. 60(b). Armstrong asked that the court enter an order providing for his dismissal.

Further, Armstrong asked the court to clarify that he had no individual responsibility for any

attorney’s fees awarded in the case.

¶21. On July 17, 2023, Blumer responded that the court had not dismissed Armstrong,

8
individually, and that the defendants had “failed to advance any motion to dismiss Mr.

Armstrong prior to the expiration of the dispositive motions deadline or prior to the entry of

summary judgment.” Blumer claimed that the court did not grant Armstrong’s ore tenus

motion to dismiss but, instead, took the matter under advisement. Blumer sought an

additional $600 in fees for having to respond to the Rule 60(b) motion.

¶22. The Rule 60(b) motion was set for a hearing on October 5, 2023.3 On October 16,

2023, the court entered an order finding that Majestic Homes and Armstrong’s motion was

“not well taken” and denied the Rule 60(b) motion.

¶23. On October 17, 2023, Blumer set a hearing to request the entry of a final judgment,

in effect abandoning her claims of tortious breach of contract and breach of the covenant of

good faith and fair dealing.

¶24. On January 10, 2024, the parties appeared before the trial court at Blumer’s request,

and the trial court asked if the parties had submitted everything they wanted on the issue of

attorney’s fees. Both parties indicated that they had, and the court stated it would check and

get back with the parties.

¶25. On February 1, 2024, the trial court entered a “corrected order” granting Majestic

Homes and Armstrong’s Rule 60(b) motion. The corrected order provided that after the trial

court “considered the reasonableness factors set forth in Rule 1.5 of the Mississippi Rules

of Professional Conduct,” an award of attorney’s fees in the amount of $1,200 and expenses

in the amount of $500 was reasonable. The trial court also dismissed Armstrong from the

3
The record does not include the transcript of this hearing, if one was in fact held.

9
case. In its final judgment entered on the same day, the trial court ordered Majestic Homes

to pay Blumer a total of $5,700 (the $4,000 in liquidated damages plus the $1,700 in

attorney’s fees and expenses).

¶26. On February 2, 2024, Blumer appealed both the trial court’s corrected order and final

judgment. On appeal, Blumer contends that the trial court erred in “sua sponte reversing its

prior rulings granting summary judgment against both Majestic Homes and Armstrong”

because the first award of attorney’s fees and expenses was supported by the record and

Mississippi law. Blumer also argues that Armstrong’s dismissal deprived her of the

“procedural protections and safeguards afforded to litigants by the constitution and the

Mississippi Rules of Civil Procedure.” Lastly, Blumer contends that the trial court used an

inapplicable standard in reducing attorney’s fees and expenses. Accordingly, Blumer

contends that the corrected order and final judgment should be void and vacated and asks that

a final judgment be entered that reflects the trial court’s initial award of attorney’s fees and

expenses, in addition to any fees and expenses incurred as a result of appeal.

¶27. Majestic Homes argues that the trial court did not err in reducing attorney’s fees

because the court entered an award that was consistent with Mississippi Rule of Professional

Conduct Rule 1.5. Majestic Homes also argues that the trial court did not err in dismissing

Armstrong because he was not a party to the contracts between Blumer and Majestic Homes

and because Blumer did not provide any evidence that support her claims against Armstrong,

individually.

Standard of Review

10
¶28. “[W]hen this Court reviews motions for relief pursuant to Rule 60(b), reversal is

warranted only when an abuse of discretion is found, because these motions are to be

addressed at the sound discretion of the trial court.” Riverboat Corp. of Miss. v. Davis, 341

So. 3d 77, 81 (¶10) (Miss. 2022) (quoting Finch v. Finch, 137 So. 3d 227, 232 (¶11) (Miss.

2014)). “A party is not entitled to relief merely because he is unhappy with the judgment,

but he must make some showing that he was justified in failing to avoid mistake or

inadvertence; gross negligence, ignorance of the rules, or ignorance of the law is not

enough.” Id. (quoting Perkins v. Perkins, 787 So. 2d 1256, 1261 (¶9) (Miss. 2001)).

¶29. The trial court’s decision on whether to award attorney’s fees, the reasonableness of

the attorneys’ fees, and the amount awarded is subject to an abuse-of-discretion standard of

review. Miss. Power & Light Co. v. Cook, 832 So. 2d 474, 478 (¶7) (Miss. 2002); Gilchrist

Tractor Co. v. Stribling, 192 So. 2d 409, 418 (Miss. 1966) (“The fixing of reasonable

attorneys’ fees is a matter ordinarily within the sound discretion of the trial court.”). “[A]

trial court’s decision regarding attorney’s fees will not be disturbed by an appellate court

unless it is manifestly wrong.” Tupelo Redev. Agency v. Gray Corp., 972 So. 2d 495, 521

(¶81) (Miss. 2007) (citing Mabus v. Mabus, 910 So. 2d 486, 488 (¶7) (Miss. 2005)).

“‘Manifest’ means ‘unmistakable, clear, plain, or indisputable.’” Bay Point Props. Inc. v.

Miss. Transp. Comm’n, 304 So. 3d 606, 608 (¶7) (Miss. 2020) (quoting Tupelo Redev.

Agency, 972 So. 2d at 521 (¶81)). Further, “the Legislature gives additional guidance to

courts in determining the reasonableness of attorney’s fees by instructing the court to ‘make

the award based on the information already before it and the court’s own opinion based on

11
experience and observation.’” City of Gulfport v. Cowan Road and HWY 90 LLC, 352 So.

3d 592, 598 (¶18) (Miss. 2022) (quoting Mauck v. Columbus Hotel Co., 741 So. 2d 259, 270

(¶32) (Miss. 1999)).

Discussion

I. Whether the trial court erred by entering a corrected order
granting relief to Majestic Homes and Armstrong.

¶30. Blumer argues that no authority exists that would support the trial court’s entry of its

corrected order and that the trial court’s actions did not comply with Rules 59(d), 60(a), and

52(b) of the Mississippi Rules of Civil Procedure. Specifically, Blumer contends that the

trial court ignored multiple factors such as notice, timeliness, and other factors that are

particularly required by these specific rules of civil procedure. However, Rule 54 of our

Rules of Civil Procedure provides guidance on when judgments and orders, either

interlocutory or final in nature, may be revised.

¶31. Rule 54(b) states that the orders that do not expressly adjudicate all claims of relief,

“whether as a claim, counter-claim, cross-claim, or third-party claim, or when multiple

parties are involved” are “subject to revision at any time before the entry of judgment

adjudicating all the claims and the rights and liabilities of all the parties.”

¶32. Our Supreme Court has held that trial courts have the authority to revise interlocutory

orders before entry of a judgment adjudicating all claims and rights and liabilities of all

parties. Collins v. City of Newton, 240 So. 3d 1211, 1216 (¶13) (Miss. 2018). In Collins,

multiple family members sued the City and several of its officials as a result of their

termination from the City of Newton Fire Department. Id. at 1214 (¶¶1-2). The City moved

12
for summary judgment, which the trial court denied. Id. at 1215 (¶6). The City moved to

alter or amend the trial court’s judgment pursuant to Rule 59. Id. The trial court denied the

City’s motion, and the City petitioned the appellate court for an interlocutory appeal, which

was denied, and the case was remanded. Id. On remand, the case was reassigned to another

judge. Id. The City moved for relief pursuant to Rule 60, which the new judge granted, and

the case was dismissed. Id. The Collinses appealed, arguing, in part, that Rule 60 only

applied to final judgments and that the summary judgment orders were interlocutory in

nature. Id. at 1216 (¶13). Our Supreme Court agreed that the trial court’s reliance on Rule

60 was misplaced but stated that under Rule 54, certain interlocutory orders may be revised.

Id. Thus, the Supreme Court affirmed the trial court’s grant of summary judgment, stating:

[T]he Court has made clear that a trial judge does have authority to revise an
order denying summary judgment under Rule 54. Rule 54 provides that certain
interlocutory orders are “subject to revision at any time before the entry of
judgment adjudicating all the claims and the rights and liabilities of all the
parties.” Accordingly, the trial court had authority to revise the order denying
the defendants’ motion for summary judgment.

Id. (citations omitted). Accordingly, revising the trial court’s prior interlocutory order

denying summary judgment was within the authority of the reassigned judge. Id.

¶33. Here, Blumer’s amended complaint pleaded three causes of action: breach of contract,

tortious breach of contract, and breach of the implied covenant of good faith and fair dealing.

In its order granting summary judgment, the trial court found that no genuine issue of

material fact existed regarding Majestic Homes’s and Armstrong’s alleged breach of contract

for failing to close by the closing date, stating, “Specifically, Defendants have admitted that

construction was not complete by the agreed-upon date. Therefore, Defendants’ breach of

13
the Contract is clear and undisputed.” Moreover, Blumer had to initiate litigation to collect

the liquidated damages specified in the contract and, thus, was entitled to reasonable

attorney’s fees as also provided in the contract. Because Blumer had other causes of action

pending, the trial court’s order granting summary judgment on the simple breach of contract

claim, its order granting attorney’s fees, and its order on the Rule 60 motion related to

Armstrong’s personal liability were, in essence, interlocutory and subject to revision. None

of these orders had been certified as a final judgment under Rule 54(b).

¶34. Pursuant to Collins, the trial court in this case had the authority to revise the order

denying Majestic Homes and Armstrong’s Rule 60 motion because all rights and claims were

not yet adjudicated. Blumer’s request that the court enter a final judgment was, in effect, an

acknowledgment that she had outstanding claims that she was then abandoning and that a

final judgment could be entered. When the trial court entered the corrected order, there was

no judgment that expressly adjudicated the remaining claims. The trial court’s final

judgment that was entered after the corrected order is the only judgment from the trial court

that expressly adjudicated all claims, rights, and liabilities of the parties. Therefore, the trial

court did not err by entering a corrected order granting Majestic Homes and Blumer’s motion

for relief because the prior orders were still subject to revision.

II. Whether the trial court erred in dismissing Armstrong,
individually.

¶35. Next, Blumer argues that the trial court erred by dismissing Armstrong, individually,

from the action. Blumer contends that she was deprived of due process because the trial

court dismissed Armstrong without notice or an opportunity to be heard.

14
¶36. Blumer first contends that Armstrong did not file a motion to dismiss pursuant to

Mississippi Rule of Civil Procedure 12(b)(6). However, our review of the record shows that

Majestic Homes and Armstrong filed a combined motion to dismiss, answer, and defenses

to Blumer’s amended complaint. In it, Armstrong specifically moved that he be personally

dismissed, arguing that he was not individually liable and that he had signed documents only

as the agent of Majestic Homes. Therefore, Armstrong had filed a motion to dismiss on the

issue, and Blumer had notice of his argument soon after the amended complaint was filed.4

Moreover, Armstrong had raised the issue of his liability in the response to Blumer’s motion

for summary judgment. Therefore, Blumer should not have been surprised when this was

argued at the hearing.

¶37. Blumer further argues that Armstrong’s dismissal was not supported by Mississippi

law and that she was not required to pierce the corporate veil to hold him personally liable.

In support of her position, Blumer cites Lancaster v. Miller, 319 So. 3d 1174, 1183 (¶37)

(Miss. Ct. App. 2021), where this Court held that the two members of a limited liability

company could be held personally liable in a fraud or misrepresentation case without the

need of presenting proof to pierce the corporate veil. In that case, the plaintiffs purchased

a home from the defendant’s limited liability company only to discover problems with the

plumbing, electrical, and roofing conditions. Id. at 1175 (¶1). The plaintiffs contended that

the individual defendants, Macko and Miller, had represented that the entire house had been

renovated, including new plumbing, a new electrical system, and a new roof. Id. at 1176

4
We also note that Blumer filed no response to the motion to dismiss.

15
(¶6). When sued, Macko and Miller moved for a dismissal of any claims against them

individually under Mississippi law that provides protection for LLC members.5 However,

this Court held that Miller and Macko could be liable for their own individual tortious

actions, including fraud. Id. at 1180 (¶22). We stated:

Therefore, if an individual member of an LLC participates in a tort, then the
individual can be sued in spite of not piercing the corporate veil. As a
two-member LLC, there is clearly no one else other than Miller and Macko
who could have made the fraudulent misrepresentations to Lancaster and
Bickham.

Id. at 1183 (¶37) (emphasis added). Lancaster, however, is not applicable to this case.

Although Blumer argues that since Armstrong was the sole member of Majestic Homes and

he was responsible for the failure to pay $4,000 in liquidated damages, the trial court made

no finding that Armstrong’s actions constituted a tortious breach of contract. Blumer

actually later abandoned that claim altogether. In this case, Blumer did not prove that

Armstrong committed any fraud, misrepresentation, or other tortious wrongdoing. “In order

to constitute tortious breach of contract alleged by a plaintiff, ‘some intentional wrong, insult,

abuse, or negligence so gross as to constitute an independent tort must exist.’” Springer v.

Ausbern Constr. Co., 231 So. 3d 980, 988 (¶30) (Miss. 2017) (quoting Wilson v. Gen. Motors

5
Mississippi Code Annotated section 79-29-311(1) (Rev. 2024) states:

(1) Except as otherwise provided by this chapter, the debts, obligations and
liabilities of a limited liability company, whether arising in contract, tort or
otherwise, shall be solely the debts, obligations and liabilities of the limited
liability company, and no member, manager or officer of a limited liability
company shall be obligated personally for any such debt, obligation or liability
of the limited liability company solely by reason of being a member, acting as
a manager or acting as an officer of the limited liability company.

16
Acceptance Corp., 883 So. 2d 56, 66 (¶39) (Miss. 2004)). Here, Blumer secured a judgment

on her simple breach of contract claim for Majestic Homes’s failing to close by the closing

date, and then Blumer abandoned her claim of any tortious breach of contract. She proved

no tortious conduct by Armstrong that would make him individually liable, and the trial court

did not err in dismissing Armstrong from this matter.6

III. Whether the trial court’s prior award of attorney’s fees was
reasonable.

¶38. Blumer argues that the trial court’s reduction of the attorney’s fees award to $1,200

was unreasonable. She asserts that the prior award, which was based on itemized and

detailed billing records, as well as the affidavit of Blumer’s counsel, was reasonable.

Majestic Homes argues that the trial court’s initial award of attorney’s fees was not

reasonable and that Blumer performed “protracted” discovery but had not prevailed on all

of her claims to warrant reimbursement of all her attorney’s fees.

¶39. “Attorney’s fees are a special remedy available only when expressly provided for in

either a statute or contract, or when there is sufficient proof to award punitive damages.”

Wellsgate Homeowners Assoc. v. Hilton, 296 So. 3d 744, 749 (¶21) (Miss. Ct. App. 2020)

(quoting M&R Builders LLC v. Williams Equip. & Supply Co., 281 So. 3d 320, 342 (¶82)

6
In addition, even if Armstrong had not filed a motion to dismiss, Blumer had to
establish Armstrong’s individual liability at the hearing on her motion for summary
judgment, as she filed suit against Majestic Homes and Armstrong, individually. “On a
summary-judgment motion, ‘[t]he moving party bears the burden of persuasion to establish
that there is no genuine issue of material fact.’” Mixon v. Berry, 351 So. 3d 983, 987 (¶8)
(Miss. Ct. App. 2022) (quoting Rainer v. River Oaks Hosp. LLC, 282 So. 3d 751, 754 (¶12)
(Miss. Ct. App. 2019)). Therefore, Armstrong’s liability was clearly an issue to be resolved
at the summary judgment hearing.

17
(Miss. Ct. App. 2018)). “[A] trial court’s decision regarding attorneys’ fees will not be

disturbed by an appellate court unless it is manifestly wrong.” Tupelo Redev. Agency, 972

So. 2d at 521 (¶81). As previously noted, “this Court will not disturb the finding of the trial

court on such an issue unless it is manifestly wrong or exhibits a manifest abuse of

discretion.” Berlin v. Livingston Prop. Owners Ass’n Inc., 232 So. 3d 148, 159 (¶33) (Miss.

Ct. App. 2017).

¶40. Rule 1.5(a) of the Mississippi Rules of Professional Conduct requires that an award

for attorney’s fees must be reasonable. In determining what constitutes a reasonable fee, this

court should consider:

(1) the time and labor required, the novelty and difficulty of the questions
involved, and the skill requisite to perform legal service properly; (2) the
likelihood, if apparent to the client, that acceptance of the particular
employment will preclude other employment by the lawyer; (3) the fee
customarily charged in locality for similar legal services; (4) the amount
involved and the results obtained; (5) the time limitations imposed by client or
by circumstances; (6) the nature and length of professional relationship with
the client; (7) the experience, reputation, and ability of the lawyer or lawyers
performing the services; and (8) whether the fee is fixed or contingent.

Obert Law Group P.A. v. Holt, 328 So. 3d 622, 626-27 (¶12) (Miss. 2021). When awarding

attorney’s fees, courts must base their awards “on the information already before it and the

court’s own opinion based on experience and observation[.]” Miss. Code Ann. § 9-1-41

(Rev. 2019). However, “a party may, in its discretion, place before the court other evidence

as to the reasonableness of the amount of the award, and the court may consider such

evidence in making the award.” Id.

¶41. From our review of the record, there was substantial evidence to award attorney’s fees

18
in favor of Blumer, but there was little to no evidence warranting the trial court’s dramatic

reduction of attorney’s fees.

¶42. The original contract provided the following regarding attorney’s fees: “If it becomes

necessary for any party to initiate litigation relating to this Contract, then the non-prevailing

party agrees to pay reasonable attorney fees and court costs in connection therewith to the

prevailing party.” Blumer filed a complaint against Majestic Homes once she realized that

Majestic Homes was unwilling to pay the $4,000 in liquidated damages. In his response,

Armstrong and Majestic denied all of Blumer’s causes of action, despite the obvious breach,

and Armstrong moved to be dismissed individually. For example, Blumer contended in

paragraph eight of the amended complaint that the parties entered into a contract and

Addendum #2. In its response, Majestic Homes admitted entering into Addendum #2 but

denied any other claims that would specifically prove that Majestic Homes owed Blumer any

money:

Defendants admit Majestic Homes, LLC and Plaintiff entered into Exhibit B
[Addendum #2] which is the best evidence of what is required of the parties
thereto. The remaining averments of Paragraph 8 of the Amended Complaint
are denied.

In paragraph fourteen of the amended complaint, Blumer asserted that Addendum #2

provides for $2,000 in the event of non-performance at the closing date and an additional

$2,000 for every thirty-one days after continued non-performance. Majestic Homes

responded to paragraph fourteen and multiple other paragraphs that mentioned the formation

of the contract in a similar fashion:

Defendants admit Majestic Homes, LLC and Plaintiff entered into Exhibit B

19
[Addendum #2] which is the best evidence of what is required of the parties
thereto. The remaining averments of Paragraph 14 of the Amended Complaint
are denied.

In addition to denying key elements in the contract and Addendum #2, Majestic Homes fully

denied paragraphs fifteen and sixteen of the amended complaint, which stated that Majestic

owed $4,000 in liquidated damages and expenses. Further, Majestic Homes denied

paragraph seventeen, under which Blumer contended that she is entitled to attorney’s fees.

Majestic Homes also denied Blumer’s remaining claims and arguments entirely.

¶43. Thereafter, discovery ensued and Blumer was forced to propound interrogatories and

requests for documents and admissions to the defendants. Blumer waited five months for

Majestic Homes’s responses to discovery before filing a motion to compel. Blumer deposed

Armstrong both individually and as Majestic Homes’s agent, and he ultimately admitted that

Majestic had failed to close on the agreed-upon date, which activated the liquidated damages

provision. It is clear that Blumer had to undertake litigation to establish the proof needed to

support her claims.

¶44. Upon the completion of discovery, Blumer filed a motion for summary judgment and

argued her motion at the hearing. The trial court later granted Blumer’s motion for summary

judgment and found that Blumer was entitled to reasonable attorney’s fees but did not specify

an amount. It was necessary that Blumer file a motion for attorney’s fees with the required

documents so that the court could determine the proper amount of fees owed. The itemized

bills detailed 105.2 hours, beginning with drafting the complaint for breach of contract and

ending with the hearing on her motion for summary judgment. At a rate of $200 per hour for

20
her services, Blumer submitted a request for $21,450 and $1,810.93 in expenses. However,

the trial court ultimately approved only a $1,200 fee in its corrected order.

¶45. From our review of the record, we find nothing to support the trial court’s reduction

of Blumer’s attorney’s fees and expenses. Blumer was the prevailing party on the claim for

breach of contract for Majestic Homes’s failure to timely close, and under the contract

provisions, she was entitled to a reasonable attorney’s fee. Blumer presented documentation,

including the details of the time spent and the amount of the attorney’s fee she was charged.

Majestic Homes did not challenge the authenticity or accuracy of those amounts.

¶46. Majestic Homes merely claims that Blumer was not a prevailing party on all of her

claims and, thus, should not be allowed to collect for all the attorney’s work hours. Majestic

Homes cites no authority to support its position. However, our Supreme Court has held that

such a restriction is not necessary for a plain-language reading of an attorney’s fees

provision. Hatfield v. Deer Haven Homeowner’s Assoc. Inc, 234 So. 3d 1269, 1276 (¶25)

(Miss. 2017). In Hatfield, Deer Haven filed a complaint for mandatory injunction and other

relief against Hatfield for violating his restrictive covenants by “erecting pens for various

fowl.” Id. at 1271 (¶2). Hatfield answered and sought a declaratory judgment, asking the

Madison County Chancery Court to declare that his birds were domestic animals and that the

pens were not improvements within the meaning of the restricted covenants. Id. at (¶3).

Granting a motion for summary judgment on one of the claims, the chancellor found that

Hatfield violated a Madison County zoning ordinance and concluded that Deer Haven was

21
entitled to an injunction to remove the pens. Id. at 1272 (¶5).7 The chancellor also

concluded that Deer Haven was entitled to attorney’s fees and found that triable issues of fact

remained. Id. Although the chancellor initially denied attorney’s fees, on reconsideration,

the trial court awarded Deer Haven $50,250 in attorney’s fees. Hatfield appealed, arguing

that the chancellor erred in awarding attorney’s fees. Id. at (¶7).

¶47. On appeal, Hatfield argued, among other things, that the court erred because Deer

Haven prevailed on only one out of several claims and Deer Haven should only recover fees

that it expended in advancing its argument. Id. at 1276 (¶24). The Supreme Court affirmed

Deer Haven’s award of attorney’s fees, finding that, among other things, the chancellor

correctly applied the attorney’s fees provision to the prevailing party:

The covenant in question provides for the “prevailing party” to recover
attorney fees “[i]n any legal or equitable proceeding for the enforcement or to
restrain the violation of this Declaration or any provisions hereof by reference
or otherwise.” As the chancellor reasoned, the Association filed an equitable
action for injunctive relief to enforce the covenants by having Hatfield’s birds
and pens removed from the property. The Association prevailed because it had
obtained that relief. So we find that the chancellor correctly applied the plain
language of the attorney-fees provision.

Id. at 1276 (¶25).

¶48. Similarly, in the case at hand, the parties’ contract provided for attorney’s fees “[i]f

it becomes necessary for any party to initiate litigation relating to this Contract, then the

non-prevailing party agrees to pay reasonable attorney fees and court costs in connection

therewith to the prevailing party.” Blumer needed to file suit when Majestic Homes failed

7
Although issues of fact remained, “the parties later filed an agreed judgment stating
any issues regarding the pens were moot because Hatfield had removed them from the
property.” Id.

22
to pay the liquidated damages and breached the contract. Blumer needed to further litigate

for over three years because Majestic Homes denied in its answer that Blumer owed

liquidated damages and attorney’s fees, which ultimately resulted in a judgment in favor of

Blumer. Similar to Hatfield, Blumer obtained the relief sought and was therefore a

prevailing party. Further, Blumer’s claim arose from the same set of facts, making discovery

and litigation necessary for any of the three claims.8 Majestic Homes offered no proof as to

what fees should be separated from Blumer’s initial award. Accordingly, the chancellor’s

initial award of attorney’s fees was reasonable and, similar to the one in Hatfield, correctly

applied the language of the attorney’s fees provision.

¶49. We find that Majestic Homes has failed to provide sufficient proof that the drastically

reduced amount of fees was reasonable. In light of the documented evidence provided by

Blumer, we are convinced that the reduced amount was unreasonable. Therefore, we hold

that the trial court was manifestly wrong in reducing Blumer’s attorney’s fees award, and

we reverse the corrected order and reinstate the trial court’s initial order granting $21,450 in

attorney’s fees and $1,810.93 in expenses.

Conclusion

¶50. Because all of Blumer’s claims had not been adjudicated, the trial court did not err by

entering a corrected order before entering a final judgment. Further, because Armstrong did

8
The Fifth Circuit has held, applying Texas cases, that attorney’s fees need not be
segregated when “the services rendered relate to (1) multiple claims arising out of the same
facts or transaction and (2) the prosecution or defense entails proof or denial of the same
facts, so as to render attorney’s fees inseparable.” DP Sols. Inc. v. Rollins Inc., 353 F. 3d
421, 434 (5th Cir. 2003) (quoting Aetna Cas. & Sur. v. Wild, 944 S.W.2d 37, 41 (Tex.
App.–Amarillo 1997)).

23
not commit any tortious act, the trial court did not err in dismissing Armstrong, individually.

However, the trial court’s reduction in Blumer’s attorney’s fees and expenses was manifestly

wrong. Therefore, we reverse on this issue and render judgment reinstating the court’s prior

award of $21,450 in attorney’s fees and $1,810.93 in expenses.

¶51. AFFIRMED IN PART; REVERSED AND RENDERED IN PART.

BARNES, C.J., CARLTON AND WILSON, P.JJ., WESTBROOKS,
LAWRENCE, McCARTY, WEDDLE AND ST. PÉ, JJ., CONCUR. EMFINGER, J.,
NOT PARTICIPATING.

24