ISHEE, JUSTICE, FOR THE COURT
DATE OF JUDGMENT: 07/18/2017 TRIAL JUDGE: HON. DENISE OWENS TRIAL COURT ATTORNEYS: MICHAEL B. WALLACE THORNTON RUSSELL NOBILE MICHAEL O. GWIN J. COLLINS WOHNER, JR. WAVERLY ALMON HARKINS JANE WALLACE MEYNARDIE COURT FROM WHICH APPEALED: HINDS COUNTY CHANCERY COURT ATTORNEYS FOR APPELLANTS: MICHAEL B. WALLACE JANE WALLACE MEYNARDIE THORNTON RUSSELL NOBILE ATTORNEYS FOR APPELLEES: MICHAEL O. GWIN J. COLLINS WOHNER, JR. WAVERLY ALMON HARKINS LEE DAVIS THAMES, JR. NATURE OF THE CASE: CIVIL - CONTRACT DISPOSITION: AFFIRMED - 12/06/2018 MOTION FOR REHEARING FILED: MANDATE ISSUED: BEFORE WALLER, C.J., MAXWELL AND ISHEE, JJ. ISHEE, JUSTICE, FOR THE COURT : ¶1. This is a contract dispute between Adam Rosenfelt, a film producer, and the Mississippi Development Authority (MDA). Rosenfelt claims the MDA promised loan guarantees so he could make movies in Mississippi. He made one film, which was not financially successful, and the MDA refused to guarantee the loan for his next project. Rosenfelt now claims the MDA breached a contract with him, personally. We conclude that the actual documents show that any agreement was between the MDA and one or more LLCs, not Rosenfelt personally, and Rosenfelt cannot contradict the written documents with parol evidence. See Epperson v . SOUTHBank , 93 So. 3d 10, 17 (Miss. 2012). Rosenfelt therefore has no standing to pursue the claims because any obligations under the alleged contracts are to the LLCs, not Rosenfelt personally. Bruno v. Se. Servs. Inc., 385 So. 2d 620, 622 (Miss. 1980). Furthermore, no error has been shown as to the dismissal of Element Studios, LLC, for want of standing. ¶2. This case also potentially presents a question of first impression regarding the authority of the executive director of the MDA and his agents to bind the MDA in contract without spreading the contract's terms on the MDA's minutes. But because we find that no error has been shown in the circuit court's dismissal of the suit on the basis of standing, that issue is moot and will not be addressed.
FACTS AND PROCEDURAL HISTORY
¶3. Through "government affairs professionals," Rosenfelt reached out to Mississippi officials to propose his company's plan for the state to "invest" in a new production studio. The name of that studio was to be Mississippix or Mississip-pix, and it was to be located in Mississippi. Rosenfelt testified that after pitching the idea to various officials in the MDA, he met briefly with Governor Phil Bryant. Rosenfelt testified the governor expressed enthusiasm for the plan and that the governor's intent was to "put [the plan] in the 2013 special session." But that never happened, and Rosenfelt testified that he planned to shop the plan to other states. ¶4. The MDA, however, continued to try to find a way to bring Rosenfelt's business to the State. In various emails, Kathy Gelston, MDA's chief financial officer, explained, "The governor wants a commitment, but doesn't want to add anything to the Medicaid special session . . . . We have to think of some kind of contract or something." She forwarded a draft letter to Rosenfelt's representatives containing terms "agreed to by Governor Bryant." On June 27, 2013, Gelston signed the letter. The letter was addressed to Rosenfelt as "President of Element Pictures." It stated,
Mississippi will commit to your Mississippi Production Investment Plan (attached hereto) for an initial investment of ten million dollars . . . proposed legislation notwithstanding, the initial ten million dollar commitment will be firmly committed by Mississippi and will not be contingent upon proposed legislation being passed by the legislature at any time in the future.
¶5. Rosenfelt claims he relied on this letter in his decision to "not show elsewhere" and to move his family and company to Mississippi. But it turned out that MDA did not have the money. It tried to get it during the 2014 regular session, but that legislation also failed to pass. In an email sent on March 4, 2014, Gelston told Rosenfelt, "I cannot express how sorry
I am that you were misled. I will continue to work with you within our current program to try and mitigate the damage." ¶6. Rosenfelt sought assurances that any new agreement would be enforceable. And so MDA's lawyer sent an email to Rosenfelt's lawyer, attached to which was an attorney general opinion that stated "the Executive Director of the MDA is authorized to execute an agreement to guarantee the Loan pursuant to the [small business loan guarantee program] on behalf of the State." Then, on April 7, 2014, MDA Executive Director Brent Christensen drafted a letter to Rosenfelt, again as "President of Element Pictures." The letter stated,
Mississippi will commit to a revolving loan guarantee of ten million dollars for five years. This guaranty can be utilized on any film over $5 million and under $20 million with a minimum of 50% of the production expenses occurring in Mississippi, and can be used to guarantee up to 80% of the cost of the film.
¶7. During the summer of 2014, Regions Bank agreed to extend a $10 million revolving loan to a company formed by Rosenfelt to finance his first movie in the state—
The Duel featuring Woody Harrelson. The loan was conditioned on the guaranty promised by MDA's April 7, 2014, letter. But before Rosenfelt and Regions could close on the loan, MDA issued a letter refusing to guarantee the loan. The deal fell through, and Rosenfelt secured emergency financing elsewhere. Eventually, MDA would agree to issue a guaranty for $4 million of a loan provided by Planters Bank. ¶8. After
The Duel was completed, Rosenfelt reached out to MDA in 2015 to discuss the remainder of the originally promised $10 million guaranty. This resulted in the execution of a "term sheet" on July 1, 2015. The term sheet was signed by the new chief financial
officer, Jay McCarty, on behalf of MDA, and Rosenfelt, on behalf of "Mississippix Studios, LLC and Element Studios LLC." The term sheet described MDA's terms for the release of an additional $6 million loan guarantee. Among other things, it provided that any application to MDA for another loan guarantee "will be considered by the internal loan guaranty committee in accordance with established program processes." ¶9. Rosenfelt applied for this money to make a second movie, but the MDA declined the application, leading to this litigation. Rosenfelt's complaint sought a declaratory judgment that MDA was bound by an enforceable contract, specific performance ordering MDA to execute a guaranty of a loan Rosenfelt had arranged, and money damages. The chancery court initially granted partial summary judgment in favor of Rosenfelt, finding that MDA's letter on April 7, 2014, "created an unconditional obligation on the MDA to a revolving loan guaranty of $10 million over five years to fund Rosenfelt's Mississippi-based film projects," and that "MDA [was] required to guarantee a loan to Rosenfelt for up to $7.5 million dollars." The chancery court further opined that the letter was "unambiguous." ¶10. Rosenfelt later filed another motion for summary judgment seeking specific performance of the guaranty. The MDA responded with a summary-judgment motion of its own, challenging Rosenfelt's standing to bring any of his claims. This time the chancery court agreed with the MDA; it dismissed the complaint on two grounds: the contract was not recorded in the official minutes of the MDA, and both Rosenfelt and Element Studios, LLC, lacked standing. Rosenfelt now appeals that decision.
STANDARD OF REVIEW
¶11. This Court reviews a grant or denial of summary judgment de novo. Hardy v. Brock , 826 So. 2d 71, 74 (Miss. 2002). Standing is also a question of law which we review de novo. Brown v. Miss. Dept. of Human Servs., 806 So. 2d 1004, 1005 (Miss. 2000).
DISCUSSION
¶12. On appeal, Rosenfelt argues the chancery court erred when it found he did not have standing to pursue these claims. This Court has held that "standing is a jurisdictional issue which may be raised any party or the Court at any time." City of Madison v. Bryan , 763 So. 2d 162, 166 (Miss. 2000). "In Mississippi, parties have standing to sue when they assert a colorable interest in the subject matter of the litigation or experience an adverse affect from the defendant's conduct." Miss. Manufactured Housing Ass'n v. Bd. of Alderman of Canton , 870 So. 2d 1189, 1192 (Miss. 2004). "The individual's legal interest or entitlement to assert a claim must be grounded in some legal right recognized by law, whether by statute or by common law." Schmidt v. Catholic Diocese of Biloxi , 18 So. 3d 814, 827 (Miss. 2009) (citations omitted). Put another way, standing is determined by "[w]hether the particular plaintiff had a right to judicial enforcement of a legal duty of the defendant or whether a party plaintiff in an action for legal relief can show in himself a present, existent actionable title or interest, and demonstrate that this right was complete at the time of the institution of the action." Id. (citation omitted). to an appeal." Jefferson v. State , 138 So. 3d 263, 265 (Miss. Ct. App. 2014). "The appellant must affirmatively demonstrate error in the court below, and failure to do so waives an issue on appeal." Id.; see also M.R.A.P. 22(a)(3), (7). ¶28. Finally, Rosenfelt and Element Studios, LLC, argue MDA should be equitably estopped from challenging their standing. While it is true that MDA did not raise the standing issue immediately, "standing is a jurisdictional issue [that] may be raised any party or the Court at any time." City of Madison v. Bryan , 763 So. 2d 162, 166 (Miss. 2000). The record here reveals that Rosenfelt not only lacks standing, he is seeking to enforce causes of action he does not own and which may actually belong to legally distinct entities that are not parties to this suit. We can find no merit to the estoppel argument.
The Appellant here is Element Studios, LLC, a Mississippi limited liability company. Element Films and Element Pictures are apparently LLCs organized in the State of Louisiana. They are all presumably controlled by Rosenfelt, but it is unclear what legal or contractual relationships, if any, the various LLCs have to each other. --------
CONCLUSION
¶29. We conclude that neither Rosenfelt nor Element Studios, LLC, has shown error in the trial court's dismissal of their suit for want of standing. The remaining issues presented are moot and will not be addressed. ¶30. AFFIRMED.
WALLER, C.J., RANDOLPH AND KITCHENS, P.JJ., KING, COLEMAN, MAXWELL, BEAM AND CHAMBERLIN, JJ., CONCUR.