Your lender has approved the loan. Then, nine days before closing on a building near the Biloxi waterfront, the seller sends a two-line email calling off the deal. Your plans and investment now hang in the balance.

At Rushing & Guice, we have seen Gulf Coast businesses face this situation time and again. We know how to turn a broken real estate deal into a strong breach of contract claim.

Often, yes. You may have a valid claim if you signed a written agreement and the other side failed to keep its end of the bargain.

Mississippi courts ask two basic questions before intervening in these types of disputes:

1. Did the parties form a valid and binding contract?
2. Did the other side violate it?

For land deals, a third rule applies. Mississippi law requires a contract to sell land, or a written summary of its terms, to be in writing. It must also be signed by the party you plan to sue, or by someone that party authorized in writing.

That signature rule matters more than most buyers expect. A letter of intent, a text thread, or a draft purchase agreement that only you signed may not meet the requirement. We review every page, email, and addendum to determine what the seller or buyer actually signed.

A Mississippi court can award money damages for what the breach cost you. In some cases, it can instead order specific performance, which requires the other side to complete the sale. Specific performance is not automatic. The court decides whether a forced sale is appropriate for your situation. The contract must clearly state its key terms, such as the price, for the court to enforce them.

Some businesses ask for both in the same case and let the facts decide. Your own contract may also shape the choice. Our lawyers can review the default and remedy terms before you decide on the best course of action.

A court awards money to place you in the position you would have held if the other side had kept its promise. It won't put you in a better position than the completed deal would. Depending on the facts, your losses might include:

• Deposits,
• Surveys and other due diligence costs,
• Rent that you expected to collect, or
• The higher price you had to pay for a replacement site.

In one Mississippi Supreme Court case, a business recovered more than $457,000 in purchase price and interest payments after the sellers failed to deliver a clear title.

When money cannot replace a specific piece of land, a court can order the seller to close the deal. In Columbus, a buyer operated a business from a commercial building and spent about $168,500 improving it under a signed contract. The seller tried to back out, and the courts required the seller to complete the sale.

Experienced commercial real estate lawyers can look for warning signs in these types of deals. We watch for one warning sign in particular: a technical objection that appears right after the seller gets a better offer. A seller with cold feet rarely says so. Instead, they may point to a missed detail in the contract and then claim they no longer have to perform.

One developer agreed to buy a lot in Biloxi for a large commercial project. The developer’s attorney found a flaw in the chain of title, which is the record of who owned the land before. The sellers refused to fix it, ended the contract, and chased a higher offer. The Mississippi Supreme Court ordered the sellers to go through with the sale. It stressed that every contract carries a duty of good faith and fair dealing, meaning neither party can undercut the deal they made.

If the other side suddenly raises a problem that it could easily fix, keep a written record. Answer in writing, state that you remain ready to close, and save every message. That paper trail can show a judge who acted in good faith and who looked for a way out.

Mississippi sets a three-year deadline for most contract claims, counted from the date the claim arose. The same deadline applies whether you are the buyer who lost a prime location or the seller left holding a property after a buyer walked away.

Three years can pass quickly while the parties trade letters and try to save the deal. Evidence also fades as brokers move on and companies purge old emails. An early review with a commercial real estate lawyer can protect your options.

Rushing & Guice has represented Gulf Coast businesses for over a century. One of our litigators has earned recognition from Super Lawyers and America’s Top 100 High Stakes Litigators.

Reach out for a free consultation. We can help you understand what your contract allows and which path is best for your business.

What If Our Deal Was Never Put in Writing?

A court usually will not force an unwritten land sale, but that does not end your options. In 2023, the Mississippi Supreme Court ruled that a Rolling Fork business with only a handshake deal could seek repayment for money it spent on the property through other fairness-based claims.

Can Our Contract Shorten the Deadline to Sue?

No. Mississippi law voids any contract term that changes the state’s general time limits for filing a lawsuit. A clause that gives either side only one year to sue, for example, will not hold up. The deadline set by state law applies equally to every business.

Do We Have to Prove a Dollar Loss to Win Our Case?

Not to prove the breach itself. The Mississippi Supreme Court treats money damages as a remedy, not a required part of the claim. You still need clear proof of your losses, though, before a court will award you compensation for them.