## Facts

- Williamson Pounders Architects, P.C. (WPA), a Tennessee architectural firm, contracted with the Board of Supervisors of Tunica County, Mississippi to design and supervise construction of the Tunica County River Front Park project.
- The written agreement included a Tennessee choice-of-law clause.
- About a year into performance, Tunica County personnel instructed WPA to expand the project scope by roughly $6 million, and the county administrator approved the increase.
- The Tunica County Board of Supervisors later refused to pay the increased amount, asserting it never approved the change.
- The board’s official minutes contained no entry showing board discussion or approval of the scope increase or any related increase in WPA’s compensation.
- WPA sued Tunica County (and related county defendants) in federal court, asserting theories including implied contract based on the parties’ conduct and course of dealing.
- Tennessee law would have been more receptive to oral changes or liability based on conduct in certain public-contract settings, while Mississippi law requires county contractual obligations and modifications to be authorized by the board and reflected in the board’s minutes.
- The dispute centered on whether the court should enforce the Tennessee choice-of-law clause or instead apply Mississippi’s “minutes rule” as a matter of Mississippi public policy.

## Issues

1. Whether the contract’s Tennessee choice-of-law clause governed WPA’s claims for additional compensation based on alleged oral authorization and course of dealing.
2. Whether Mississippi’s public policy requiring county action to be shown on the board of supervisors’ official minutes required applying Mississippi law despite the choice-of-law clause.
3. Whether, under Mississippi law, WPA could recover additional fees from the county when the alleged modification was not recorded in the board minutes.

## Decision

- The court declined to apply the contract’s Tennessee choice-of-law clause to the extent it would allow liability against a Mississippi county without compliance with Mississippi’s minutes requirement.
- The court applied Mississippi law, reasoning that Mississippi has a strong public policy and a materially greater interest in how its counties incur contractual obligations.
- Under Mississippi’s minutes rule, WPA could not recover additional compensation based on implied contract or course of dealing because there was no authorizing order reflected in the Tunica County Board of Supervisors’ minutes.
- Judgment was entered in favor of Tunica County on WPA’s extra-compensation theory tied to the unrecorded scope increase.

## Legal Principles

- A court may refuse to enforce a contractual choice-of-law clause when applying the chosen state’s law would conflict with a fundamental policy of a state that has a materially greater interest in the issue.
- Under Mississippi law, a county board of supervisors speaks only through its official minutes; county obligations must be authorized by the board and shown in the minutes to be enforceable.
- Mississippi treats the minutes rule as serving public interests: it prevents counties from being bound by individual officials, requires board action by majority after consideration, and ensures a public record of county commitments.
- Claims seeking to impose liability on a county based on oral directions, informal approvals, or a course of dealing fail when the alleged obligation or modification does not appear in the board minutes.

## Conclusion

Because the Tunica County Board of Supervisors’ minutes did not record approval of the expanded project scope or any increase in WPA’s compensation, Mississippi law barred WPA’s attempt to recover additional fees based on oral authorization and course of dealing; the court therefore declined to apply the contract’s Tennessee choice-of-law clause and entered judgment for the county.


Williamson Pounders Architects, P.C. v. Tunica County, Mississippi, 681 F. Supp. 2d 766 (2008)