Bd. of Supervisors of Jackson Cnty. v. Qualite Sports Lighting, LLC

337 So.3d 1040

BOARD OF SUPERVISORS OF JACKSON COUNTY, Mississippi

v.QUALITE SPORTS LIGHTING, LLC

NO. 2020-IA-01301-SCT

Supreme Court of Mississippi.

May 5, 2022

ATTORNEYS FOR APPELLANT: JAMES H. COLMER, JR., JACKYE C. BERTUCCI

ATTORNEY FOR APPELLEE: RUSSELL SCOTT MANNING, Biloxi

BEFORE KING, P.J., CHAMBERLIN AND ISHEE, JJ.

ISHEE, JUSTICE, FOR THE COURT:

¶1. This is an interlocutory appeal concerning the 2018 amendments to the process of appealing a decision of the governing authority of a municipality or county as laid out in Mississippi Code Section 11-51-75 (Rev. 2019). Qualite Sports Lighting contends that the amended statute allows it to conduct discovery and to go beyond the record before the Jackson County Board of Supervisors. We conclude that it does not, and we reverse the circuit court's order to the extent that it permitted Quailte to go beyond the record made before the board of supervisors.

FACTS

¶2. In May of 2020, the Jackson County Board of Supervisors set out a proposal soliciting bids to prequalified vendors for an athletic field lighting system at the Vancleave soccer field. The proposal requested bids for two lighting systems: the "Base Bid" was for a HID lighting system, and the "Alternate Bid" was for an LED lighting system. Only two companies qualified through the prebid vetting process—Musco Sports Lighting, LLC, and Qualite Sports Lighting, LLC.

¶3. On June 9, 2020, bids were received through electronic reverse auction. Qualite bid one cent less than Musco on the LED system, but Qualite's delivery time was forty days as opposed to Musco's twenty-one-day delivery time. To get a recommendation, the board of supervisors hired Brown, Mitchell & Alexander, Inc. (BMA), as project engineer for the lighting system. The project engineer stated, in a letter concerning the bids on the projects, that references for both suppliers had been contacted to gauge responsiveness on warranty issues, and Musco was determined to be "much more responsive on warranty issues, while also providing a faster delivery time."

¶4. On July 6, 2020, the board of supervisors found Musco to be the "lowest and best bidder" and awarded Musco the LED lighting system project.¹

¶5. Qualite then filed a timely notice of appeal from the board of supervisors’ decision pursuant to Mississippi Code Section 11-51-75, as amended in 2018. Qualite's notice of appeal designated additional documents that the board contends were not before it when it rendered its decision.

¶6. The clerk of the board of supervisors filed the record of the proceedings on August 12, 2020, but the minutes from the July 6, 2020 meeting were not finalized at that time. The minutes were finalized on September 8, 2020, when the clerk substituted the official minutes from the July 6 meeting.

¶7. Following its notice of appeal, Qualite filed a Motion for Entry of Scheduling Order, which included a request for a discovery period, and issued subpoenas duces tecum to BMA, the project engineer, and PH Bidding Group, LLC, the company that conducted the electronic reverse auction for the project. The board of supervisors filed a response to Qualite's Motion for Entry of Scheduling Order, as well as a Motion to Quash Subpoenas Duces Tecum.

¶8. On appeal, the Circuit Court of Jackson County entered an order that, inter alia , denied Qualite's Motion for Entry of Scheduling Order to the extent that it requested a discovery period. The circuit court also denied the board of supervisors’ motion to quash the subpoenas. Additionally, pursuant to Mississippi Code Section 11-51-75, the circuit court's order directed the clerk of the board of supervisors to supplement the record with the additional documentation designated by Qualite. The order also directed the parties to "confer on which documents should be made part of the record and any disagreement regarding the supplementation of the record shall be addressed and decided by this Court on proper Motion."

¶9. The board of supervisors then filed a motion to stay the requirements of the order entered by the circuit court. The circuit court granted the motion to stay on December 10, 2020.

¶10. Contemporaneously with its motion to stay, the board of supervisors pursued an interlocutory appeal to this Court, seeking an interpretation of the scope of "the record" pursuant to Section 11-51-75. This Court granted the board's Petition for Interlocutory Appeal on March 16, 2021.

ISSUE

¶11. The board of supervisors stated the issue as follows:

The sole issue in this appeal is what constitutes "the record" on appeal from a Board of Supervisors (or municipal governing board) for purposes of Miss. Code Ann. § 11-51-75, as amended July 1, 2018.

STANDARD OF REVIEW

¶12. "This Court reviews matters of statutory interpretation de novo." Am. Tower Asset Sub, LLC v. Marshall Cnty. , 324 So. 3d 300, 302 (Miss. 2021) (citing Chandler v. McKee , 202 So. 3d 1269, 1271 (Miss. 2016) ). "If the words of a statute are clear and unambiguous, the Court applies the plain meaning of the statute and refrains from using principles of statutory construction." Id. (internal quotation marks omitted) (quoting Hall v. State , 241 So. 3d 629, 631 (Miss. 2018) ). "This Court ‘cannot ... add to the plain meaning of the statute or presume that the legislature failed to state something other than what was plainly stated.’ " Id. (alteration in original) (internal quotation marks omitted) (quoting Lawson v. Honeywell Int'l, Inc. , 75 So. 3d 1024, 1030 (Miss. Ct. App. 2011) ). "But if the statute is ambiguous or silent on a specific issue, statutory interpretation is appropriate, and the Court must ‘ascertain the intent of the legislature from the statute as a whole and from the language used therein.’ " Id. (quoting BancorpSouth Bank v. Duckett (In re Guardianship of Duckett) , 991 So. 2d 1165, 1181-82 (Miss. 2008) ).

¶13. Appellate jurisdiction of the circuit courts is within the constitutional prerogative of the Legislature. City of Jackson v. Allen , 242 So. 3d 8, 21 (Miss. 2018), superseded by statute on other grounds as noted in Am. Tower Asset Sub , 324 So.3d at 302 ; Miss. Const. art. 6, § 156. But "[t]he Mississippi Constitution of 1890 vests in this Court the ‘inherent power ... to promulgate procedural rules ....’ " Belmont Holding, LLC v. Davis Monuments, LLC , 253 So. 3d 323, 328 (Miss. 2018) (alterations in original) (internal quotation marks omitted) (quoting 5K Farms, Inc. v. Miss. Dep't of Revenue , 94 So. 3d 221, 227 (Miss. 2012) ). This "rests on the ‘fundamental constitutional concept of the separation of powers’ defined in Article 1, Sections 1 and 2, and Article 6, Section 144" of the Mississippi Constitution. Id. (internal quotation mark omitted) (quoting 5K Farms , 94 So. 3d at 227 ).

DISCUSSION

¶14. The disputed matters Qualite designated to be included as part of the record on appeal include (1) communications between the engineering firm hired for the lighting project and county representatives or employees, (2) communications between the approved bidders for the project and county representatives or employees, and (3) communications between the third-party bidding company for the project and county representatives or employees. Essentially, what is at issue is whether Qualite can to go behind the record of the hearing before the board of supervisors to uncover what it alleges were irregularities or errors in the recommendations the board relied on in reaching its decision.

¶15. The 2018 amendment to Mississippi Code Section 11-51-75 removed the bill-of-exceptions requirement that was set forth previously by the statute. Am. Tower Asset Sub , 324 So. 3d at 302. "Under the revised statute, an aggrieved party may appeal a decision of the board of supervisors by filing a notice of appeal[,]" similar to the procedure set forth in the Mississippi Rules of Appellate Procedure. Id. at 302-03. However, "a new statute will not be considered as reversing long-established principles of law and equity unless the legislative intention to do so clearly appears." Lawson , 75 So. 3d at 1029 (internal quotation marks omitted) (quoting Thorp Com. Corp. v. Miss. Rd. Supply Co. , 348 So. 2d 1016, 1018 (Miss. 1977) ).

¶16. Before the 2018 amendment, the bill of exceptions acted as the record on appeal from a board's decision. "Because the action is an appeal, the circuit court sits only as an appellate court, and may consider no evidence presented outside the bill of exceptions." Falco Lime, Inc. v. Mayor & Aldermen of Vicksburg , 836 So. 2d 711, 716 (Miss. 2002). The bill of exceptions served to preserve the record of the proceedings before the board. Allen , 242 So. 3d at 18. It required the president of the board to sign and certify the accuracy of the record, and if the bill was unsigned it could be considered to be unreliable. Id. "The aggrieved party [bore] ‘the responsibility to ensure that all relevant material was included in the bill of exceptions’ " Wirtz v. Adams Cnty. Bd. of Supervisors , 278 So. 3d 1170, 1178 (Miss. Ct. App. 2019) (quoting Brinsmade v. City of Biloxi , 70 So. 3d 1159, 1165 (Miss. Ct. App. 2011) ). "If the bill of exceptions is not complete and is fatally defective in that pertinent and important facts and documents are omitted therefrom, then the circuit court [would] not have a record upon which it can intelligently act." Id . (internal quotation marks omitted) (quoting Pruitt v. Zoning Bd. of City of Laurel , 5 So. 3d 464, 469 (Miss. Ct. App. 2008) ). If the parties disputed the accuracy of the bill of exceptions, "the circuit court [was] best equipped to decide and create a record of such disputes. The circuit court likewise [was] equipped to consider whether other imperfections in the bill of exceptions render the record before it insufficient to consider the matters excepted." Allen , 242 So. 3d at 23. Only under very limited circumstances could the circuit court undertake a de novo review; if no hearing was held before the board, "the action...