IN THE CIRCUIT COURT OF COUNTY, MISSISSIPPI
, PLAINTIFFS
V. CAUSE NO.
, DEFENDANTS
APPLICATION TO CONFIRM ARBITRATION AWARD
AND FOR ENTRY OF JUDGMENT
COME NOW, , and , Defendants herein, and pursuant to Miss. Code
Ann. Section 11 - 15 - 125 (Supp. 1995), petition this Court to confirm the Arbitration Award
which was rendered to resolve all issues in the above - styled cause (a true and correct copy of
said Award being attached hereto as Exhibit " "); and said Defendants further petition this
Court to enter judgment in this cause in accordance with said Arbitration Award. In support of
their Application, Defendants would show unto this Honorable Court the following:
1. and , Plaintiffs herein, filed this action against Defendants on
, . In , , the parties entered into an Agreement To Binding Arbitration,
herein they agreed to stay the action pending in this Court and submit all disputes and
controversies of every kind and nature between the parties . . . embraced within the pleadings [in
this lawsuit] and any amendments thereto" to final arbitration "binding on all parties to the
proceeding." See Section One and Section Two, Paragraph " ", of said Agreement To
Binding Arbitration, a true and correct copy of which is attached hereto as Exhibit " ". This
Agreement To Binding Arbitration (Exhibit " ") is "valid, enforceable, and irrevocable"
pursuant to Miss. Code Ann. Section 11 - 15 - 103 (Supp. 1995).
2. The parties mutually and voluntarily selected Honorable to serve as
Arbitrator in accordance with their Agreement To Binding Arbitration, Exhibit " " hereto,
at Section Two, paragraph 3.
3. On , , the Honorable , Arbitrator, rendered an
Arbitration Award (Exhibit " " hereto). The Arbitration Award provided in relevant part as
follows:
VIII.
4. The claims asserted by and , against , , and in the
underlying litigation in County, Mississippi, are the claims made in this arbitration and
they are all denied. It is the intent of the award that it may be pleaded in said litigation to seek its
dismissal. All claims of for damages asserted in this arbitration are denied.
This the day of , .
__________________________________
ARBITRATOR
Exhibit "A", Arbitration Award, VIII, page 22.
5. The Arbitrator delivered copies of the Arbitration Award to both parties on
, .
6. Plaintiffs requested reconsideration and reversal of the Arbitration Award. The
Arbitrator denied Plaintiffs' request on , as evidenced by the Arbitrator's
Order, a true and correct copy of which is attached hereto as Exhibit " ".
7. In accordance with Miss. Code Ann. Section 11 - 15 - 125 (Supp. 1995), Defendants
make this Application for confirmation of the Arbitration Award within ninety (90) days of
receipt by the parties of said Award. All other conditions precedent for relief has been performed
or have occurred.
WHEREFORE, PREMISES CONSIDERED, the parties having mutually agreed to
binding arbitration as evidenced by Exhibit " " the Arbitrator having rendered the
Arbitration Award as evidenced by Exhibit " " which denies all relief requested by
Plaintiffs in this action, and Plaintiffs' request for reconsideration and reversal having been
denied as evidenced by Exhibit "C", Defendants respectfully petition this Court to confirm the
Arbitration Award in accordance with Miss. Code Ann. Section 11 - 15 - 125 (Supp. 1995) and to
enter judgment in favor of Defendants, dismissing this action with prejudice and with all costs to
be assessed against the Plaintiffs.
______________________________
, DEFENDANTS
Of counsel:
Telephone:
MSB #
Attorney for
CERTIFICATE OF SERVICE
I, , one of the attorneys for Defendants, hereby certificate that I have this day
caused to be mailed, a true and correct copy of the above and foregoing Application to Confirm
Arbitration Award to the attorney for Plaintiffs, as follows:
Attorney for the Plaintiffs.
This the day of , .
__________________________________
, CLAIMANTS
V.
, DEFENDANTS
ARBITRATION AWARD
EXHIBIT "A"
RESPONDENTS
and are the claimants in this arbitration. , was their sole stockholder
and President at all pertinent times. , , and are the respondents.
was the President of , and was its Chief Operating Officer during such times. The
parties will be refereed to collectively as and .
and agreed to form a limited partnership under the Mississippi Limited
Partnership Act E Miss. Code Ann. Section 79 - l-101 et seq.) for the purposes of owning,
improving, and developing a tract of land in County, Mississippi, owned by .
Under the Limited Partnership Agreement, was the general partner. was to
become a limited partner and receive a deed to 22.04 percent interest in the lands when its
placement of specific fill dirt thereon to a specified depth and compaction was certified by an
independent engineer chosen by .
The stated conditions of the limited partner's contribution were:
a. Such fill dirt shall be delivered to and spread and compacted upon the property by
, .
b. Such fill dirt shall be spread on the entire Property at a level grade of feet
above mean sea level ( ' MSL) The highway right - of - way shall also be filled to '
MSL along the feet of frontage of the Property.
c. Fill material placed below elevation feet mean sea level ( ' MSL)
shall consist solely of native soil materials and not include any type of construction debris or
refuse. Fill material placed above elevation ' MSL shall consist solely of soil material
meeting or exceeding the specifications of the Mississippi State Highway Department for class
borrow material.
All material shall be compacted to percent ( %) standard Proctor density.
e. Limited Partner shall assume responsibility for placing the fill dirt and installing
the drainage structure within the highway right-of - way in accordance with permits and
requirements of the Mississippi State Highway Department.
f. Written certification by a competent independent engineer chosen by the General
Partner as to the completion of the terms and conditions set forth in a. - e. of Section 3.03 is
required to fulfill the Limited Partner's contribution requirements. If the Limited Partner's
contribution is not completed on a timely basis, the Limited Partner's ownership interest, as set
forth in Section 3.02, shall be reduced by two percent (2%) of one hundred percent (100%) for
each month or part thereof until completion is achieved and certified with the above - stated
requirements.
g. Limited Partner agrees to secure its performance under this Section 3.03 by
assigning its interest in the Partnership to the Partnership and/or General Partner as security
therefore. Limited Partner agrees to execute any and all documents that may be reasonably
required to effect such security.
During the month of , , notified that it had completed the fill
work. chose to certify the completion of the terms and conditions set forth above.
On , , advised that had completed its work and noted
deficiencies. requested that the deficiencies be remedied and invoked an percent
penalty for the "overrun" from to , . disputed the formula by
which calculated the late penalty and offered "to sell back to you our ownership, whatever
it is, at a lump sum price of $ ." On , , leased a portion of the
land to .
II.
On , , at the request of , attorney forwarded to an
Agreement and Release "the purpose of which is to release all claims and rights between you
arising out of the , Limited Partnership Agreement, as amended, for the
payment by of the $ cash. had neither sought nor offered an exchange of
releases. A copy of the Agreement and Release and the check of in full payment is
attached to this award.
The status of the parties under this Agreement and Release presents the controlling issue
in this arbitration.
Claimants raise the following issues:
1. Breach of Fiduciary Duty.
(a.) work in filling land was performed as a limited partner.
(b.) had a fiduciary duty to advise that construction debris had been
placed on the land along with fill dirt and had been concealed.
2. deliberate concealment of the construction debris was a violation of the
Limited Partnership Agreement and its failure to advise thereof was fraud.
3. had the burden of proving it did not violate its fiduciary duty to construct
the fill free of construction debris.
4. was not aware of fraud.
5. fraud vitiates the Agreement and Release. contends:
1. Mississippi law favors enforcement of the unambiguous mutual release
proposed by .
2. Both parties understood the scope of the fill material release.
(a) The fact that neither nor knew of construction debris
in the fill does not affect the validity of the release.
(b.) Both parties understood the potential for construction debris in the
fill.
3. was authorized to put construction debris on the sides or slopes of
the fill.
4. failed to exercise reasonable diligence in detecting construction
debris in the fill.
5. had the burden of proving fraud which vitiated the release by clear
and convincing evidence.
6. No confidential or fiduciary relationship existed between and
.
7. conduct violated its fiduciary duty as general partner.
IV.
During intensive days of testimony from a total of separate witnesses, and
through exhibits, the parties sought to reconstruct and evaluate the placement by of
over cubic yards of fill material from the interstate highway construction project being
performed by in County onto the acre tract of land on in
County. This movement involved more than truckloads of materials. Other
trucks from the highway project also crossed land to unload materials onto land south
thereof owned by and remove fill dirt.
, a truck driver employed by , and , a bulldozer operator employed by
, who worked at the and lands above described during the fill construction,
testified that construction debris was dumped by trucks coming from the interstate construction
project onto the tract of land.
testified that his/her first assignment at the site was to build a road across it
and extend that road to the end of the property belonging to of the lands.
He/She was instructed to put " ." But when the weather was too wet, it was dumped
wherever the dump trucks could dump. The " " described by included as well
as the other construction debris in the form of concrete, asphalt, reinforcing rods, curbing,
lumber, visqueen, bricks, masonry, manhole covers, stumps, and pipe. Once asked either
or , a employee described by as " ," about the problem
developers would have if they encountered the construction debris, to which the reply was:
" ." If , the employee in charge of trucks, had not given them specific
directions, would direct the truck drivers where to dump their loads. stated that
there were " ."
testified that only " " - anything too large for to bury - would go to the
back pit. stated he/she was never told not to dump construction debris on the land.
From the area where the is now located to the east/west-north/south property line, he/she
dumped all kinds of concrete, rebar, and debris. said saw what came off the
trucks, but never instructed to make any change. The substance of the testimony of
and was that a great amount of construction debris was dumped by trucks on
the lands.
The videotapes introduced by the parties tell differing stories. Defendants' Exhibit
, which was prepared by claimants on , , and shows a backhoe digging
with the aid of a metal detector in several areas along the east/west-north/south and east/west-
north/south property lines, plus two diggings located near the center of the lands. The
location of these digs in the video is not precise. Their location is platted on plaintiffs' Exhibit
, but without a description of the contents. An index letter is not helpful in coordinating
the video to the locations. Nevertheless, the film is dramatic in its disclosure of buried
construction debris on acre tract. The amounts are voluminous and many pieces of
concrete, asphalt and stumps unearthed are of very large size.
Defendant's Exhibit is a videotape of backhoe diggings by made later,
along the line of the property near sites where tailings from the diggings were
located showed in one case, roots and grass, in the other no debris of any kind. digs
made at the same time along the east/west-north/south line of the property showed concrete,
asphalt, and briells at very shallow depths. These east/west-north/south side diggings were near
or between tailings from the prior digs. An additional dig at the east/west-
north/south line east of the restaurant property had no show of any foreign material. A
final digging on this videotape at the edge of the parking lot revealed
concrete at feet and metal pipe at ". The location of these diggings, and of borings
made by other engineers are platted on site plans identified as Plaintiff's Exhibits ,
and . Some digs and borings disclosed construction debris and organic materials.
Some did not.
The entire area below the building constructed by was dug out to a depth of
feet. This involved the removal of cubic yards of material. yards were excavated
and stockpiled. The remaining yards were excavated and "wasted on site". The
testimony reveals that considerable amounts of construction debris were removed during this
over excavation. This was done prior to the digging of trenches shown in the videotapes. There
is a conflict in the proof as to the level of the fill supplied by at this site.
testified that he/she was not aware that any construction debris was placed in any
part of the fill material supplied by , except that on one occasion it was reported to him/her
that construction debris was visible at some point on the site. He/She reported this to of
and was advised that the matter had been remedied. Furthermore, at one point in the
development of the partnership agreement stated that he/she had withheld his/her
execution of the first draft of the agreement pending resolution of a problem then had
with construction debris in the fill material.
of testified that he/she performed separate compaction tests on each
of the "lifts" of fill material on the acres. Each lift of fill represented
approximately one foot of added elevation. ran about tests on each lift at various
points over the acres. He/She did not see construction debris at any time that he/she was
on the site. The area looked flat to him/her . On most of these occasions, he/she would call
before he/she went to the job site, but on occasions he/she did go to the site
without prior knowledge.
, a geotechnical engineer, had been present at the over - excavation of the
building Site and was also present when the videotaped backhoe digging on Exhibit
was done by . He/She found the conditions disclosed below the surface at the
building site and in the video diggings to be similar. Photographs of the over - excavation
and still photographs taken from the video of the diggings also show considerable
construction debris present below the surface of the acre tract.
testified that he/she was the truck superintendent for during the period of
the fill of the property. His/Her instructions from officials of were to fill the
site with waste dirt. There was to be no construction debris on this site. and were
truck drivers who worked on hauls from the project to the site. Both
testified that they did not haul any construction debris there.
, the officer in overall charge of all work on the interstate highway project
and at the various dump and fill sites, testified that he/she was unaware that construction debris
was dumped on the acre site. He/She stated he/she did not want it present both because it
was not permitted and because it could damage trucks if they were operated over such a surface.
further testified that the bulldozer operator at the job was to have been instructed that if
any such material were dumped on the lands, such material was to be moved to the back
pit owned by or moved to the outer slopes of the tract where, by agreement, its
presence was permissible. had authority to dump debris at a number of sites other than
the land purchased behind the acre tract, including one area adjacent to the job site.
stated he/she knew there was a possibility that some debris might get dumped on the
site, but thought if it did, it would be moved to the back pit or pushed to the slopes.
V.
The arbitrator concludes that materially substantial amounts of "construction
debris or refuse", which were prohibited by the Limited Partnership Agreement, were placed by
trucks owned or leased by onto the acre site owned by and buried along the
and sides and in the corner of the site. These volumes of this type of
material were found beneath the surface at the site of the building and along the
east/west-north/south and east/west-north/south sides of the property. Because the mutual
releases exchanged by the parties were valid, I expressly preterit a decision as to whether the
proof established that breached its undertaking in the Limited Partnership Agreement to
earn a percentage interest in the acre tract owned by .
No proof establishes that , , or , (the persons in charge of the
performance under the Limited Partnership Agreement for and respectively, and
responsible for the preparation and execution of the Agreement and Release) were aware at the
time the release was executed that construction debris or refuse had been included and concealed
in the fill material placed on lands, although all of them knew it could be present and
undetected by the independent engineer's inspections and certification. I find that the Agreement
and Release was prepared and presented by counsel representing to in good faith to
"materially release and forever discharge each other from any and all claims or liabilities
whatsoever arising Out of or connected in any way with [the Limited Partnership] Agreement,
the acre tract of land, and their transactions and relationships in regard thereto".
This language is unambiguous. In gaging its effect upon rights it should be
given its broadest reasonable meaning because its counsel drafted it. By submitting the
Agreement and Release to and making its payment of $ , intended to make
peace as to all disputes whatsoever" arising out or connected "in any way" with the relationships
between claimants and respondents. Massey, 612 So.2d 325, 330 Miss. 1992).
in good faith executed the document and received and retained the
payment made by for .
The Agreement and Release terminated any and all claims "whatsoever" could
make against of "in any way" related to the acre tract including the fill
work, the transaction or any rights under the Limited Partnership Agreement.
The fact that fill operations placed and concealed large amounts of construction
debris or refuse under the building site and along the east/west-north/south and east/west-
north/south sides of the property, could be attributable to insufficient instructions or inadequate
supervision of the bulldozer operator with regard to the treatment of any debris that was
improperly dumped on the site. Both parties contemplated that construction debris from the
highway project could be dumped on the lands. They agreed that, if it was, it could be
placed on the slopes of the fill. instructed to push it to the back pit or to the sides.
When was advised that construction debris had been put on the land and when he/she had
a "problem" about its presence there, his/her actions sought correction of the matter, not
cancellation of the agreement.
Another possibility is that intended to and did violate the undertaking it made in
the Limited Partnership Agreement by deliberately placing and concealing construction debris
and refuse in the fill on lands. Such a possibility is logically most doubtful in view of the
fact that was attempting to gain an ownership interest in the lands, and had
arranged numerous other sites to dump such debris. There is no need to decide whether the
construction debris and refuse was placed on the subject land negligently or deliberately since I
find that the evidence is neither clear nor convincing that construction debris and refuse were
fraudulently placed and concealed there by in violation of the Limited Partnership
Agreement.
VI.
Assuming occupied the status of a limited partner when it was filling the
lands, the Mississippi Limited Partnership Act does not provide that a limited partner
occupies a fiduciary relationship to the General Partner, nor do any of the authorities cited to the
arbitrator by the parties. did not hold any type of control over , reserved and
exercised the right to have an independent inspection and verification of performance
under the Limited Partnership Agreement which right was exercised in the form of interim
inspections as the fill progressed and an overall certification at the conclusion of all work.
The decisional law, which controls the issue of fiduciary relationship raised in this
arbitration is found in People's Bank and Trust Company v. Cermack , So. 2(1 Miss. 1995) 1995
WI' 325754 (Miss.). The Mississippi Supreme Court there held that the burden of establishing
the existence of a fiduciary relationship in business dealings is on the party asserting it and that
existence must be established by clear and convincing evidence. The court affirmed that one who
seeks to establish a fiduciary relationship in a commercial transaction must illustrate that the
circumstances established three things:
1. The parties have shared goals in each other's commercial activity;
2. One party justifiably placed trust and confidence in the integrity and fidelity of
the other, and
3. The trusted party has effective control over the other party.
In , the court assumed that the first and second elements were met, but found the
proof did not demonstrate by clear and convincing evidence that the third element was present.
In the present arbitration, the third element is also lacking. and were independent
businessmen who pursued their respective goals with independence and control over their own
actions. By contract, placed its trust and confidence in an independent engineer to
monitor performance. The contract was performed in a public place by numerous
individuals who were not a part of management. It was frequently inspected by the
monitoring engineer, both with and without prior knowledge. did not repose any
special trust or confidence in that would cause it to relax the normal exercise of care and
vigilance to be expected of a reasonable businessperson in the commercial transaction in which it
was engaged. No confidential relationship was created by the circumstances of this case, which
imposed a fiduciary duty on .
VII.
contended it had earned a limited partnership interest in the acre tract, but
no conveyance of a partnership interest was made by . After certification by of
performance, offered to sell to whatever interest it had in the subject lands.
The tender by of the Agreement and Release was, in part, a counter - offer to the
offer to sell. The counteroffer to purchase was accompanied by an offer to also terminate all
relationships between the parties. accepted counter - proposal and the negotiation of
check concluded the execution of the Agreement.
The award in this arbitration depends on the language and intent of the mutual release
sought by and agreed to by . There is no competent evidence let alone any clear
and convincing evidence that this mutual accord was induced or procured by fraud on the part of
or that the acceptance of proposal was based on anything other than a desire to
sever relations with .
Taylor v. Firestone Tire and Rubber Company , 519 So.2d 436 (Miss. 1988); Enterprises v.
Western Casualty and Surety Company , 774 F.2d 1320 (5th Cir. 1985); Mississippi Power &
Light Company v. United Gas Pipeline Company , 729 F.Supp. (S.D. Miss. 1989); Houser v.
Brent Towing Co.. Inc. , 610 So.2d 363, 365 (Miss. 1992).
The Agreement and Release validly merged and settled all claims, which either party
could make against the other arising out of their relationships. It terminates this arbitration in an
award for .
VIII.
The claims asserted by and against , , and in the
underlying litigation in County, Mississippi, are the claims made in this arbitration and
they are all denied. It is the intent of the award that it may be pleaded in said litigation to seek
its dismissal. All claims of for damages asserted in this arbitration are denied.
This the day of , .
_______________________________________
ARBITRATOR
AGREEMENT AND RELEASE
For the consideration of ($ ) cash in hand paid, the receipt and
sufficiency of Which is hereby acknowledged , a Mississippi corporation does
hereby forever release and discharge any and all claims or rights whatsoever it may have under
law arising out of or in any way connected With the Limited Partnership Agreement, dated
, between and , a Mississippi corporation ( ), and
subsequently amended by ( , ) and by ( , )
(the "Agreement") including, but not limited to, any claim for services, materials, fill,
partnership .interest, or profit participation in any joint venture or other undertaking with ,
, or any related entity. further releases and discharges any claim to ownership or
interest in a tract of land of approximately acres owned by and located adjacent to
and south of , , County, Mississippi.
, by executing this Agreement and Release and accepting payment of the
$ from , and , by making such payment to , do hereby mutually release
and forever discharge each other from any and all claims or liabilities whatsoever arising out of
or connected in any way with Agreement, the acre tract of land and their transactions and
relationships in regard thereto for themselves, their successors and assigns and do further hereby
terminate and dissolve any Partnership created between them.
Executed this the day of , .
By: _____________________________________
, President
AGREEMENT TO BINDING ARBITRATION
THIS AGREEMENT made effective as of , by and between:
, , , Mississippi ; and , , , Mississippi
(hereinafter collectively referred to as " "); and (hereinafter " "), , ,
Mississippi .
WHEREAS, and entered into the Limited Partnership Agreement of
("Agreement") on or about , for the purpose of owning, improving
and holding for investment or development certain real property; and
WHEREAS, disputes have arisen as to performance under the Agreement, breach
of the Agreement, and actions of the limited partners; and
WHEREAS, there is litigation pending in the Circuit Court of County,
Mississippi under Cause No. ; and
WHEREAS, both parties find that due to the complexity of issues and the need
for an expeditious final determination of the disputes between the parties, it is vital to their
interest to submit this matter to binding arbitration; and
EXHIBIT "B"
WHEREAS, the parties will stay the litigation pending in the Circuit Court of
County styled as and v. , , and Cause No. .
THEREFORE, in consideration of the terms and covenants of this Agreement,
and other valuable consideration, the receipt of which is hereby acknowledged, the parties agree
as follows:
SECTION ONE
MATTERS SUBMITTED TO BINDING ARBITRATION
All disputes and controversies of every kind and nature between the parties to this
Agreement embraced within the pleadings in the said lawsuit and any amendments thereto which
may be in accordance with the Mississippi Rules of Civil Procedure, as interpreted by the
Arbitrator.
SECTION TWO
PROCEDURE
A. Either party may demand in writing that arbitration commence 30 days after all
arbitrator/selected, as prescribed in paragraph B of this section, but in no event will arbitration
commence before , but the matter be submitted to arbitration by
, . If it is not may at its option rescind this Agreement and set the case for
trial in the Circuit Court of County.
B. The issues shall be decided by a single Arbitrator upon whom the parties will
mutually agree. If they are unable to do so, the Arbitrator shall be appointed by Judge
after consultation with the parties.
C. The fees and expenses of the Arbitrator shall be borne equally by both parties.
D. The arbitration will be submitted pursuant to the Mississippi statutes pertaining to
the arbitration of "Controversies Arising From Construction Contracts and Related Agreements,"
Miss. Code Ann. Section 11 - 15 - 101 et seq. (Supp. 1994), which will govern all matters not
covered in this Agreement relevant to the powers of the Arbitrators, the appeal ability, and the
enforcement of the award. Any matter not covered under the Mississippi arbitration statutes and
this Agreement will be conducted in accordance with the American Arbitration Association
Rules of Construction Disputes, which is incorporated herein by reference. The American
Arbitration Association will not have any responsibility in administering the arbitration.
E. An award rendered by the Arbitrator selected under and pursuant to this
Agreement shall be final and binding on all parties to the proceeding. The award or decision of
the Arbitrator shall be in writing and shall be signed by the Arbitrator. The award shall
separately set forth the Arbitrator's findings as to each claim.
F. The parties may offer any evidence that is pertinent or material to the controversy
and shall produce such additional evidence as the Arbitrator may deem necessary to understand
and determine the disputes. The Arbitrator shall be the judge of the admissibility of the evidence
offered and conformity to legal rules of evidence shall not be strictly enforced. All evidence
shall be taken in the presence of the Arbitrator and all of the parties. All parties shall be afforded
the opportunity to examine all documents prior to the offering of any document as evidence. All
existing depositions and other discovery papers on file in said lawsuit may be considered by the
Arbitrator and both parties may continue to take depositions and perform discovery and
introduce said documents in accordance with the Mississippi Rules of Civil Procedure or
Evidence. The Arbitrator may in his/her discretion, but is not required to, admit such other
evidence, as he/she deems proper.
G. The parties agree to provide each other with all documentary or demonstrative
evidence which is to be introduced by said party in support of its claims or defenses. This
exchange of documents will take place prior at the hearing at which the claim or defenses will be
presented. The panel of arbitrators shall not consider any documentary or demonstrative
evidence unless same is made available to the opposite party in strict accordance with this
provision. Documents introduced primarily for purpose of impeachment are not covered by this
provision.
SECTION THREE
AGREEMENT AS BAR TO SUIT
The parties stipulate that the provisions of this Agreement shall be a complete defense to
any suit, action, or proceeding instituted in any federal, state, or local court or before any
administrative tribunal with respect to any controversy or dispute arising during the period of
this Agreement and which is arbitral as set forth in this Agreement. The parties further agree
that they will stay the litigation pending in the Circuit Court of County styled as
and v. , , and , Cause No. until , , unless the
Arbitration has commenced.
SECTION FOUR
GOVERNING LAW
It is agreed that the disputes submitted to arbitration together with this Agreement shall
be governed by, construed, and enforced in accordance with the laws of the State of Mississippi.
SECTION FIVE
ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties and any prior
understanding or representation of any kind receding the date of this Agreement shall not be
binding upon either party except to the extent incorporated in this Agreement.
SECTION SIX
MODIFICATION OF AGREEMENT
Any modification of this Agreement or additional obligation assumed by either party in
connection with this Agreement shall be binding only if evidenced in writing signed by each
party or an authorized representative of each party.
SECTION SEVEN
NOTICES
Any notice provided for or concerning this Agreement shall be in writing and be deemed
sufficiently given when sent by certified or registered mail if sent to the respective address of
each party as set forth at the beginning of this Agreement.
IN WITNESS WHEREOF, each party to this Agreement has caused it to be executed on
the date indicated below.
_________________________________ _________________________________________
DATE By:
_________________________________ _________________________________________
DATE By:
STATE OF MISSISSIPPI
COUNTY OF
PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for the
said county and state, on this the day of , , within my jurisdiction, the within
named , who acknowledged that he/she executed the above and foregoing instrument.
______________________________________
Notary Public
My Commission Expires:
STATE OF MISSISSIPPI
COUNTY OF
PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for the
said county and state, on this Day of , , within my jurisdiction, the within
named , who acknowledged that he/she is of , a Mississippi corporation, and
that for and on behalf of the said corporation, and as its act and deed, he/she executed the above
and foregoing instrument after having been duly authorized by said corporation so to do.
NOTARY PUBLIC
My Commission Expires:
STATE OF MISSISSIPPI
COUNTY OF
PERSONALLY APPEARED BEFORE ME, the undersigned authority in and for
the said county and state, on this day of , , within my jurisdiction, the within
named , who acknowledged that he/she is of , a Mississippi corporation, and
that for and on behalf of the said corporation, and as its act and deed, he/she executed the above
and foregoing instrument, after having been duly authorized by said corporation so to do.
NOTARY PUBLIC
My Commission Expires:
