Supreme Court Clarifies that Unjust-Enrichment Claims Cannot Circumvent Mississippi’s Minutes Rule

Introduction

In The Mississippi State Port Authority at Gulfport v. Yilport Holding A.S., No. 2025-IA-00455-SCT (Miss. Aug. 14, 2025), the Mississippi Supreme Court delivered an important, two-pronged precedent. First, it reaffirmed—yet again—the century-old “minutes rule,” expressly rejecting arguments that the Mississippi Open Meetings Act has supplanted or relaxed that rule. Second, and for the first time with this level of clarity, the Court held that unjust-enrichment (and by implication any implied-contract) claims cannot survive when the underlying dealings fall afoul of the minutes rule. The ruling firmly closes what some litigants viewed as a residual equity loophole, while simultaneously preserving the viability of independent tort claims— here, Yilport’s allegation that the Port misappropriated trade secrets.

The dispute centers on a 2019 Letter of Intent (“LOI”) for Yilport to finance and operate an ambitious expansion of the Port of Gulfport. After negotiations deteriorated and the Port unilaterally terminated the LOI, both sides sued. The trial court declared the LOI unenforceable under the minutes rule, but allowed Yilport’s unjust-enrichment and trade-secret claims to proceed. On cross-interlocutory appeals, the Supreme Court:

  • Affirmed the LOI’s unenforceability (minutes rule);
  • Reversed the survival of unjust-enrichment (minutes rule bars it);
  • Affirmed that Yilport’s notice of claim adequately preserved its trade-secret tort under the MTCA;
  • Confirmed that the Open Meetings Act neither conflicts with nor supersedes the minutes rule.

Summary of the Judgment

Delivering the opinion for a unanimous Court, Presiding Justice King upheld the traditional doctrine that “public boards speak only through their minutes,” concluding that the Port’s minutes contained none of the substantive terms of the LOI and therefore the instrument was void and unenforceable. The Court further held:

  1. The Open Meetings Act sets minimum transparency requirements but does not dilute the minutes rule’s stricter contracting requirement;
  2. Equitable theories—estoppel, unjust enrichment, quantum meruit—cannot revive transactions barred by the minutes rule;
  3. The Port was not judicially estopped from asserting the rule even though it originally sued to enforce the LOI;
  4. Yilport’s MTCA notice substantially complied with statutory requirements as to the misappropriation-of-trade-secrets claim, allowing that tort to proceed on remand.

Detailed Analysis

Precedents Cited and Their Influence

  • KPMG, LLP v. Singing River Health System, 283 So.3d 662 (Miss. 2018)
    The Court relied heavily on KPMG for the proposition that “enough of the terms” must appear in the minutes to identify each party’s liabilities. Because the Port minutes merely recited that a “Letter of Intent” was approved, the LOI here was indistinguishable from the defective audit engagement letters in KPMG.
  • Wellness, Inc. v. Pearl River County Hospital, 178 So.3d 1287 (Miss. 2015)
    Reiterated that contracting parties, not boards, bear the burden of ensuring terms appear on the minutes. The Court invoked this to dismiss Yilport’s argument that the Port should suffer the consequences of its own record-keeping lapse.
  • Housing Authority of Yazoo City v. Billings, 404 So.3d 1148 (Miss. 2025)
    Cited to reaffirm the fundamental purpose of the minutes rule—public oversight and avoidance of rogue expenditures.
  • Community Extended Care Centers, Inc. v. Bd. of Supervisors, 756 So.2d 798 (Miss. Ct. App. 1999)
    Yilport leaned on this “filed-elsewhere” exception, but the Supreme Court distinguished it because the LOI was not recorded in any public registry, leaving the public—and the Court—unable to determine contractual obligations.

Legal Reasoning

  1. Minutes Rule vs. Open Meetings Act
    The Court traced the minutes rule back to 1881 (Bridges & Hill v. Clay County) and noted that the 1976 Open Meetings Act was adopted with full awareness of that doctrine. Because the later statute did not expressly repeal or modify the rule, the two provisions coexist: the Act mandates procedural openness; the minutes rule requires substantive memorialization of contracts.
  2. Unjust-Enrichment Barred
    Unjust enrichment is an implied-in-law contract remedy. The Court concluded that allowing such equitable relief where an express contract is void under the minutes rule would “swallow the rule whole,” incentivizing parties to ignore the statutory safeguard and later sue in equity. Citing Attala County v. Mississippi Tractor (1932) and Smith County v. Mangum (1921), the Court held that counties and other public bodies simply cannot be bound on theories of implied contract.
  3. Judicial & Equitable Estoppel Rejected
    Since the trial court had not adopted the Port’s earlier position that the LOI was valid, judicial estoppel could not attach. The Court emphasized that a governmental entity may not “stipulate that which is prohibited by law.”
  4. Trade-Secret Claim Survives
    Unlike contract claims, tort claims are governed by the Mississippi Tort Claims Act. The Court applied a “substantial compliance” standard to Yilport’s notice letter, finding it gave the Port enough detail to investigate.

Impact of the Decision

  • Eliminates the Equity Back-Door: Parties can no longer invoke unjust enrichment to recoup expenses when their agreement with a public body fails the minutes rule. This materially raises diligence stakes for private entities dealing with Mississippi governmental boards.
  • Affirms Record-Keeping Duties of Private Counterparties: The Court reiterates that the private party, not the agency, must ensure proper minute entries—underscoring transactional attorneys’ need to monitor board clerks.
  • Maintains Viability of Independent Torts: By allowing the trade-secret claim to proceed, the Court separates contractual invalidity from tortious conduct, signaling that the minutes rule is not a blanket shield against all civil liability.
  • Legislative Prompt: The opinion’s candid acknowledgment of the doctrine’s “harshness” may prompt legislative review, but until then the rule stands unwavering.

Complex Concepts Simplified

  • Minutes Rule: Public boards act only through written minutes; if a term isn’t in the minutes, legally it never happened.
  • Open Meetings Act: Requires meetings to be open and basic minutes recorded; it does not specify how detailed contract terms must be.
  • Implied Contract vs. Express Contract: An implied contract is inferred from conduct; an express contract is written or verbally explicit. The minutes rule invalidates both when dealing with public boards unless the express terms are in the minutes.
  • Unjust Enrichment: A restitution remedy when one party unfairly benefits at another’s expense without a valid contract. After this case, it cannot be used to sidestep the minutes rule.
  • Judicial Estoppel: Prevents a party from taking contrary litigation positions if a court relied on the earlier position. Not applicable here because the trial court never adopted the Port’s original stance.
  • MTCA Notice: A pre-suit letter giving the government 90 days to investigate; must provide “substantial” (not exhaustive) details of the claim.

Conclusion

The Mississippi State Port Authority v. Yilport Holding A.S. cements the supremacy of the minutes rule over any equitable workaround and clarifies its harmony with the Open Meetings Act. Contracting parties must now treat the rule as an absolute condition precedent: if the essential terms are not spelled out in the board’s minutes, no amount of performance, reliance, or equitable argument can resurrect the agreement. Conversely, independent tort claims remain actionable so long as MTCA notice standards are met. The decision offers both a cautionary tale and a compliance roadmap for private entities and public boards alike.