“Minutes Rule Trumps Judicial Estoppel”: A Comprehensive Commentary on the Fifth Circuit’s Decision in Retro Metro, LLC v. City of Jackson

1. Introduction

The United States Court of Appeals for the Fifth Circuit has, once again, reaffirmed the robustness of Mississippi’s “minutes rule”—the doctrine that a public board can act only through what is recorded in its official minutes. In Retro Metro, LLC v. City of Jackson (No. 24-60647, decided 7 Aug 2025), the court confronted an eleven-year-old commercial lease between Retro Metro and the City of Jackson for office space in the former Metro Center Mall. Although the City had occupied the premises, paid rent for years, and even admitted in prior state-court litigation that the lease existed, the district court—and now the Fifth Circuit—held the lease unenforceable because essential terms never appeared in the City Council’s minutes. The appeal raised three principal questions:

• Does the 2011 lease satisfy the minutes rule and thus constitute a valid contract?
• Even if not, can the City be prevented—under the doctrine of judicial estoppel—from denying the lease’s validity after having previously conceded it?
• Did the City waive the minutes-rule defense by failing to raise it as an affirmative defense in its pleadings?

Finding for the City on all counts, the Fifth Circuit affirms that (a) the minutes rule is not met, (b) judicial estoppel cannot override the rule, and (c) the minutes rule is not an affirmative defense subject to waiver. As a result, no enforceable lease exists under Mississippi law.

2. Summary of the Judgment

• Lease invalid. The court concluded that the City’s minutes lacked sufficient detail to establish the liabilities and obligations of the parties, rendering the purported lease void.
• Judicial estoppel inapplicable. Applying Mississippi—not federal—judicial-estoppel doctrine, the panel held that estoppel cannot cure a minutes-rule defect.
• No waiver. Because proving the existence of a valid contract is part of the plaintiff’s prima-facie case, the defendant need not plead the minutes rule as an affirmative defense.
• Result. District court’s summary judgment for the City is affirmed in full.

3. Analysis

3.1 Precedents Cited

The opinion weaves together several Mississippi Supreme Court decisions and Fifth Circuit principles:

• KPMG, LLP v. Singing River Health System, 283 So. 3d 662 (Miss. 2018) – Restates that public boards “speak only through their minutes”; estoppel cannot bind a board absent minute compliance.
• Singing River MOB, LLC v. Jackson County, 342 So. 3d 140 (Miss. 2021) – Recent, factually similar lease case; held minutes insufficient where they did not allow calculation of rent.
• Thompson v. Jones County Community Hospital, 352 So. 2d 795 (Miss. 1977) – Key authority on how much detail minutes must contain to satisfy the rule.
• Colle Towing Co. v. Harrison County, 57 So. 2d 171 (Miss. 1952) – Parties contracting with government are charged with knowledge of the rule.
• Butler v. Board of Supervisors for Hinds County, 659 So. 2d 578 (Miss. 1995) – Public interest in strict adherence outweighs individual hardship.
• Hall v. GE Plastic Pacific PTE Ltd., 327 F.3d 391 (5th Cir. 2003) – Framework for “Erie” choice between federal and state estoppel doctrine.

3.2 Legal Reasoning

1. Minutes Rule Application.
   Only two minute entries existed—one authorising negotiation of a memorandum, and one authorising the mayor to “negotiate and execute” a lease within cap limits. Twelve years of silence followed. Relying on Singing River MOB, the panel held that because the minutes did not provide enough detail to ascertain annual rent, term specifics, default remedies, or other liabilities, no contract arose.
2. Erie Analysis on Judicial Estoppel.
   The court treated judicial estoppel as substantive here, because (a) applying federal doctrine could yield a different outcome from Mississippi courts, incentivising forum shopping, and (b) all relevant prior suits were state-court suits. Accordingly, Mississippi estoppel doctrine applies.
3. Estoppel Cannot Cure Minutes Defect.
   Even if the City previously “admitted” the lease, Mississippi precedent (especially KPMG) bars any form of estoppel—judicial, equitable, or promissory—from validating a contract not memorialised in minutes. Public transparency outweighs parties’ private litigation positions.
4. No Waiver.
   Echoing Mississippi Court of Appeals’ decision in Warnock & Assocs., LLC v. City of Canton, the panel deemed the minutes rule an element of the plaintiff’s claim—not an affirmative defense—meaning it cannot be forfeited by silence.

3.3 Impact of the Judgment

• Fortifies the minutes rule. The decision locks in a harsh but bright-line standard: no matter how long parties have performed, or how many times a municipality admits a contract’s existence, failure to record essential terms in minutes is fatal.
• Limits litigation strategies. Lawyers can no longer count on judicial estoppel to resuscitate a non-minute-compliant contract. Pleadings and stipulations by a governmental entity provide no safety net.
• Guidance on Erie Choice. The court provides a roadmap for classifying judicial-estoppel questions as substantive or procedural. Future litigants in diversity or supplemental-jurisdiction cases must evaluate whether state estoppel law controls.
• Practical warning for contractors. Private entities dealing with Mississippi public boards must proactively ensure that—before performance begins—sufficient terms are placed in the minutes. Failure to do so renders long-term investments vulnerable.

4. Complex Concepts Simplified

• Minutes Rule. A statutory-cum-common-law doctrine unique to Mississippi (and a handful of other jurisdictions) providing that public boards act exclusively through what is written in their official meeting minutes. If a contract’s critical terms are missing, the contract is void—even if everyone behaves as though it is valid.
• Judicial Estoppel. A doctrine preventing a party from taking inconsistent positions in separate lawsuits, where the first position was successfully asserted. It protects the integrity of the judicial process, not the opposing party.
• Erie Doctrine. From Erie R.R. v. Tompkins (1938). Federal courts sitting in diversity (or exercising supplemental jurisdiction) apply state substantive law and federal procedural law. Classifying an issue as “substantive” or “procedural” can determine the controlling rule.
• Affirmative Defense vs. Element of Claim. An affirmative defense is a rule that a defendant must invoke or it is waived. By contrast, an “element” is part of the plaintiff’s burden of proof; the defendant need not raise it.

5. Conclusion

The Fifth Circuit’s decision in Retro Metro v. City of Jackson cements the supremacy of Mississippi’s minutes rule—even over the equitable doctrine of judicial estoppel. The ruling underscores that (1) a public board’s silence in its minutes nullifies any purported contract, (2) estoppel doctrines cannot breathe life into such an agreement, and (3) plaintiffs, not public defendants, shoulder the burden of proving that a contract has been duly memorialised. For lawyers and businesses engaging Mississippi municipalities, the message is unambiguous: get it in the minutes or get nothing at all.