IN THE COURT OF APPEALS OF THE STATE OF MISSISSIPPI

                               NO. 2017-CA-00308-COA

GECKO OUTDOOR PRODUCTS                                                  APPELLANTS
CORPORATION, CHRISTOPHER N. GARDNER
AND MAINSTREAM FAB INC.

v.

CASABLANCA CONSTRUCTION INC.                                               APPELLEE

DATE OF JUDGMENT:                        01/30/2017
TRIAL JUDGE:                             HON. ANTHONY ALAN MOZINGO
COURT FROM WHICH APPEALED:               LAMAR COUNTY CIRCUIT COURT
ATTORNEY FOR APPELLANTS:                 JEFFREY BRADEN ARNOLD
ATTORNEYS FOR APPELLEE:                  CAREY R. VARNADO
                                         ROBIN E. BLACKLEDGE BLAIR
NATURE OF THE CASE:                      CIVIL - CONTRACT
DISPOSITION:                             AFFIRMED - 06/26/2018
MOTION FOR REHEARING FILED:
MANDATE ISSUED:

      EN BANC.

      LEE, C.J., FOR THE COURT:

¶1.   This case involved a subcontract between a contractor, Casablanca Construction Inc.,

and a subcontractor, Panhandle Metal Fabrication Inc. The contractor sued Gecko Outdoor

Products Corp. and Mainstream Fab Inc. as successors-in-interest to Panhandle as well as

Christopher Gardner, individually. Gardner was the owner and/or operator of all three

companies. The trial court determined that the company remained the same regardless of the

name changes;1 thus, the most recent iteration of the company (Mainstream Fab) was liable

      1
        The names and dates of incorporation of the different companies include Panhandle
(May 4, 2006); Mainstream Fabrication Inc. (June 8, 2012); Gecko Outdoor Products Corp.
to Casablanca, as a successor corporation, for breach of contract. Additionally, the trial court

pierced the corporate veil and found Gardner individually liable. The trial court awarded

Casablanca $393,954.58 in damages.

                        FACTS AND PROCEDURAL HISTORY

¶2.    In 2012, Casablanca was hired as the general contractor on the Rodenberg Avenue

Beach Comfort Station Project in Biloxi, Mississippi. The anticipated completion date was

August 2013. On April 27, 2012, Casablanca entered into a subcontract with Panhandle.2

The contract was signed by Tabby Waters as president of Panhandle and witnessed by

Gardner. According to the terms of the subcontract, Casablanca would pay Panhandle

$122,144.12 for the fabrication and installation of metal handrails. The subcontract included

a time-is-of-the-essence requirement and a liquidated-damages clause stating that Panhandle

would have to reimburse Casablanca for any damages assessed by the project-owner in the

event of delays or difficulties caused by Panhandle.

¶3.    Tom Saucier, president of Casablanca, testified that he received an email from

Gardner that Panhandle’s name had been changed to Mainstream Fabrication Inc. (MFI),3

(May 1, 2013); and Mainstream Fab Inc. (May 27, 2014). Casablanca did not sue
Mainstream Fabrication Inc.
       2
       Panhandle was a Florida corporation, initially owned by Gardner and his wife,
Tabby Waters. Gardner later transferred ownership to Waters for better chances at obtaining
government contracts. Gardner remained vice president and registered agent until
Panhandle was voluntarily dissolved on March 8, 2013. Gardner admittedly dissolved
Panhandle to avoid a judgment in Louisiana.
       3
        MFI was incorporated in Florida. Waters was listed as president and Gardner as
vice president.

                                               2
but that all other aspects remained the same.4 In October 2012, Gardner sent shop drawings

of the handrails to Saucier. The name on the renderings said, “MFI, Mainstream Fabrication

Inc.” The address listed, 4007 North Pace Blvd., was the same address as Panhandle.

¶4.    In April 2013, Saucier, the project owner, and the project’s architect met with Gardner

to discuss the delay in manufacturing the handrails. A letter from the architect to Saucier

stated that the “meeting was arranged by Casablanca as a last resort effort in maintaining

their contract with [MFI].” Shortly thereafter, Saucier sent an email to Waters at MFI

inquiring as to the progress on the handrails. Waters responded that MFI was having

financial difficulty and requested Casablanca pay for the materials. Waters further stated that

Gardner “will be the one to coordinate with.”

¶5.    The record contains copies of emails—dated May 2, 2013 and June 3, 2013—sent

between Gardner and Saucier regarding the handrails. Gardner signed these emails as vice

president of MFI. Saucier testified that he then had another meeting with Gardner, who

informed him that Gecko would be manufacturing and installing the handrails. Gardner told

Saucier to make the checks payable to Gecko. During the summer of 2013, Saucier testified

that Casablanca paid Gecko approximately $74,5005 to manufacture the handrails.

¶6.    Ultimately, Gecko failed to produce satisfactory handrails. Casablanca had to pay

another company to manufacture and install the handrails. Due to the delays, Casablanca had

to pay liquidated damages of $197,865.

       4
           This email was not produced at trial.
       5
           The checks admitted into evidence totaled $90,000.

                                               3
¶7.    Casablanca filed a breach-of-contract action against Gecko as a successor-in-interest

to Panhandle. Casablanca later amended its complaint, adding Gardner and Mainstream Fab6

as defendants.

¶8.    After a bench trial, the trial court ruled in favor of Casablanca, awarding it

$393,954.58 in damages. The trial court noted that the judgment was against Mainstream

Fab as well as Gardner, individually.

¶9.    Gardner, Gecko, and Mainstream Fab now appeal, asserting the following issues: (1)

Waters and MFI were necessary parties to the action; (2) Mainstream Fab was not the

successor corporation to Panhandle; (3) the trial court erred in piercing the corporate veil and

finding Gardner personally liable; and (4) the agreement between Gecko and Casablanca was

invalid under the statute of frauds.

                                STANDARD OF REVIEW

¶10.   “In bench trials, a [trial court’s] findings are subject to the same standard of review

as those of a chancellor.” Transocean Enter. Inc. v. Ingalls Shipbuilding Inc., 33 So. 3d 459,

462 (¶7) (Miss. 2010) (quoting Univ. of Miss. Med. Ctr. v. Pounders, 970 So. 2d 141, 145

(¶11) (Miss. 2007)). “[W]hen a trial judge sits without a jury, this Court will not disturb his

factual determinations where there is substantial evidence in the record to support those

findings.” Id. (quoting Ezell v. Williams, 724 So. 2d 396, 397 (¶4) (Miss. 1998)).

                                        DISCUSSION

       6
         Gardner formed Mainstream Fab, purportedly to keep assets from Waters during
their divorce proceedings. To be clear, Mainstream Fab is a separate entity from MFI.
According to the Florida Secretary of State’s website, Mainstream Fab was administratively
dissolved on September 22, 2017.

                                               4
       I.       Necessary Parties

¶11.   Gardner argues that the trial court erred in denying his motion to dismiss under

Mississippi Rule of Civil Procedure 12(b)(7) for failure to join Waters as a party under

Mississippi Rule of Civil Procedure 19(a).7 Rule 19(a) provides that a person who is subject

to the jurisdiction of the court shall be joined as a party in the action if:

       (1) in his absence complete relief cannot be accorded among those already
       parties, or

       (2) he claims an interest relating to the subject matter of the action and is so
       situated that the disposition in his absence may (i) . . . impede his ability to
       protect that interest or (ii) leave any of the persons already parties subject to
       a substantial risk of incurring double, multiple, or otherwise inconsistent
       obligations by reason of his claimed interest.

¶12.   Gardner claims that Waters had a direct and substantial interest in the action, mainly

because she signed the contract with Casablanca on behalf of Panhandle. Gardner also

claims that without Waters “valuable questions go unanswered.” But, Gardner failed to

specify what questions were unanswered, either during trial or in his brief.8 Casablanca

argues that the cause of action giving rise to the lawsuit did not occur until after Waters’s

involvement with the project ceased. The record is unclear as to when Waters’s involvement

with the project ceased—presumably when Gecko was formed because Waters was never

associated with Gecko. We agree with Casablanca that by the time of the breach, Waters was

not involved; thus, it was not error for the trial court to deny Gardner’s motion to dismiss for

       7
      Our standard of review regarding Rule 12(b) motions to dismiss is de novo. Scaggs
v. GPCH-GP Inc., 931 So. 2d 1274, 1275 (¶6) (Miss. 2006).
       8
           Waters was not called as a witness during trial.

                                                5
failure to join Waters.

       II.      Successor Corporation

¶13.   Gardner argues that Mainstream Fab was not a successor to Panhandle; thus, the trial

court erred in holding Mainstream Fab liable. “The general rule states that a corporation

which acquires the assets, but not the stock of another corporation, is not obligated for the

liabilities of the acquired corporation.” Paradise Corp. v. Amerihost Dev. Inc., 848 So. 2d

177, 179 (¶6) (Miss. 2003). The four exceptions are “where: (1) the successor expressly or

impliedly agrees to assume the liabilities of the predecessor; (2) the transaction may be

considered a de facto merger; (3) the successor may be considered a ‘mere continuation’ of

the predecessor; or (4) the transaction was fraudulent.” Id. Gardner argues that none of these

exceptions apply. The trial court determined that Mainstream Fab and Gecko were mere

continuations of Panhandle and MFI.

¶14.   “The traditional rule states that a corporation is not to be considered a continuation

of a predecessor unless, after the transfer of assets, only one corporation remains, and there

is an identity of stock, shareholders, and directors between the two corporations.” Id. at 180

(¶12). Mere continuation can also occur when a continuity of enterprise exists. In addition

to the traditional rule, the continuity-of-enterprise factors include:

       (1) retention of the same employees; (2) retention of the same supervisory
       personnel; (3) retention of the same production facilities in the same physical
       location; (4) production of the same product; (5) retention of the same name;
       (6) continuity of assets; (7) continuity of general business operations; and (8)
       whether the successor holds itself out as the continuation of the previous
       enterprise.

Id. at (¶14).

                                               6
¶15.   The record contains evidence of several of these factors. Casablanca was informed

that Panhandle’s name had changed but all other aspects of the business relationship

remained the same. Subsequently, Casablanca, the project owner, and the project architect

expected MFI as Panhandle’s successor to perform its obligations under the subcontract.

When MFI began having financial difficulty, Saucier stated that he was informed Gecko

would then be manufacturing and installing the same product. Throughout this process,

Gardner remained the point person on the project.

¶16.   Gardner argues that Gecko and Mainstream Fab were created after Panhandle had

already dissolved and the shareholders and directors of the companies were not the same.

However, Gardner formed MFI prior to Panhandle’s dissolution, and MFI held itself out as

the continuation of Panhandle. Likewise, Gecko then held itself out as the continuation of

MFI. Gardner admittedly created MFI in order to avoid Panhandle’s legal obligations on

another project, and he created Mainstream Fab to protect his assets during his divorce from

Waters. Because of Gardner’s actions, the trial court noted that the fraudulent-transaction

exception also applied.

¶17.   Upon review of the record, we find substantial evidence to support the trial court’s

decision. This issue is without merit.

       III.   Corporate Veil

¶18.   Gardner argues that the trial court erred in piercing the corporate veil and finding him

individually liable. Under Gray v. Edgewater Landing Inc., 541 So. 2d 1044, 1047 (Miss.

1989), for a court to disregard the corporate entity and justify shareholder liability, the

                                              7
complaining party must show credible evidence of the following: “(a) some frustration of

contractual expectations regarding the party to whom he looked for performance; (b) the

flagrant disregard of corporate formalities by the defendant corporation and its principals;

[and] (c) a demonstration of fraud or other equivalent misfeasance on the part of the

corporate shareholder.” Our case law disfavors piercing the corporate veil except in clearly

extraordinary situations, and the “distinct corporate identity will be maintained unless to do

so would subvert the ends of justice.” Johnson & Higgins v. Comm’r of Ins. of Miss., 321

So. 2d 281, 284 (Miss. 1975). We “recognize that the corporate veil will not be pierced, in

either contract or tort claims, except where there is some abuse of the corporate form itself.”

Penn Nat’l Gaming Inc. v. Ratliff, 954 So. 2d 427, 432 (¶10) (Miss. 2007).

¶19.   The first prong addresses who Casablanca expected to be responsible for the contract.

According to Saucier’s affidavit, he looked to Gardner “individually to perform the terms of

the contract.” Saucier further stated that when the name of Panhandle changed to MFI and

then to Gecko, “Gardner became an even more prominent figure in the project. He was the

constant person upon whom I relied for performing the terms of the contract . . . . He was

on site performing the work and continued to be the only person with whom I dealt.” Saucier

stated that he did not know of Gecko’s existence until Gardner asked Saucier to make the

checks payable to Gecko. Gecko’s name was not mentioned until payment was due. Gray

states that “[j]ust as the corporation’s negligent performance of contractual duties does not

justify the disregard of the corporate entity, neither does the fact that the principal

shareholder oversees the day-to-day operation.” Gray, 541 So. 2d at 1047. However, in this

                                              8
instance, we find credible evidence exists to support this prong.

¶20.   The second prong addresses whether Gardner flagrantly disregarded the corporate

formalities. During discovery, Casablanca requested copies of Gardner’s corporate records,

including the articles of incorporation; notices of all shareholder meetings; minutes of

shareholder meetings; notices of all director’s meetings; minutes of all director’s meetings;

all documents signed by directors in lieu of a formal notice of a director’s meeting; all

documents signed by shareholders in lieu of a formal notice of shareholder meetings; bylaws

and all amendments to bylaws and resolutions of the Board of Directors adopting the bylaws;

correspondence between Gardner and any officers or directors of the corporation pertaining

to the corporate business; documents pertaining to the capitalization of the corporation; a

stock transfer ledger; and the corporate record book. Other than the articles of incorporation

for Gecko and Mainstream Fab and the 2014 federal tax return for Gecko, Gardner failed to

produce any of the documents requested. Gardner’s response was simply that he did not have

these documents. We find credible evidence to support this prong.

¶21.   The final prong addresses fraud or other misfeasance by Gardner. This Court has held

that the fraud element required to pierce the corporate veil was not present where plaintiff

“presented no evidence that [the defendant], from the beginning, was intent on obtaining [the

plaintiff’s] money for his own personal use with no intention of performing on the contract

and that he used a shell corporation to shield himself from personal liability on the day of

reckoning that was inevitably to come.” Richardson v. Jenkins Builders Inc., 737 So. 2d

1030, 1032 (¶10) (Miss. Ct. App. 1999). We note that non-performance of a contractual

                                              9
obligation does not justify disregarding the corporate entity. Gray, 541 So. 2d at 1047.

Casablanca produced evidence that Gardner admittedly knew he could not complete

performance under the contract. During trial, Gardner admitted that he did not have a

Mississippi contractor’s license, a fact that he knew would prohibit him from installing the

railings. After receiving the payments from Casablanca, Gardner paid himself and his

employees, but failed to deliver the product. Once Saucier realized Gardner had no intent

to perform under the contract, he hired another metal fabricator to manufacture and install

the railings.    Although piercing the corporate veil is disfavored except in clearly

extraordinary situations, in this instance, we find substantial evidence to support the trial

court’s findings.

          IV.   Statute of Frauds

¶22.      Gardner claims the agreement between Gecko and Casablanca was not enforceable

based upon the statute of frauds. See Mississippi Code Annotated section 75-2-201 (Rev.

2016). Gardner’s argument is based on the premise that Mainstream Fab and Gecko were

not successor corporations. However, we have found Gardner’s arguments regarding that

issue to be without merit. Gardner was performing under the original contract, a fact that he

explicitly discussed with Saucier. Thus, we do not find this case falls under the statute of

frauds.

¶23.      AFFIRMED.

     IRVING, P.J., BARNES, CARLTON, FAIR AND WESTBROOKS, JJ.,
CONCUR. WILSON, J., CONCURS IN PART AND IN THE RESULT WITHOUT
SEPARATE WRITTEN OPINION. GREENLEE, J., CONCURS IN PART AND
DISSENTS IN PART WITHOUT SEPARATE WRITTEN OPINION. TINDELL, J.,

                                             10
CONCURS IN PART AND DISSENTS IN PART WITH SEPARATE WRITTEN
OPINION, JOINED BY GRIFFIS, P.J., AND GREENLEE, J.

       TINDELL, J., CONCURRING IN PART AND DISSENTING IN PART:

¶24.   Because I find the trial court erred by piercing the corporate veil and holding Gardner

individually liable, I concur in part and dissent in part from the majority’s opinion.

¶25.   “Mississippi has a strong public policy favoring maintaining corporate entities and

avoiding attempts to pierce the corporate veil . . . .” Rest. of Hattiesburg LLC v. Hotel &

Rest. Supply Inc., 84 So. 3d 32, 39 (¶23) (Miss. Ct. App. 2012) (internal quotation mark

omitted). As early as 1933, the Mississippi Supreme Court stated that “[a] corporation is an

entity separate and distinct from its stockholders.” Ill. Cent. R.R. v. Miss. Cotton Seed Prods.

Co., 166 Miss. 579, 579, 148 So. 371, 372 (1933). Our courts have repeatedly recognized

that piercing the corporate veil should be reserved “for factual circumstances which are

clearly extraordinary—where to do otherwise would ‘subvert the ends of justice.’” Gray v.

Edgewater Landing Inc., 541 So. 2d 1044, 1046 (Miss. 1989) (quoting Johnson & Higgins

of Miss. Inc. v. Comm’r of Ins., 321 So. 2d 281, 284 (Miss. 1975)). Because it is my opinion

that the extraordinary factual circumstances required to pierce the corporate veil do not exist

in this case, I must respectfully dissent from the portion of the majority’s opinion affirming

the trial court’s finding that Gardner was individually liable for breach of contract.9

       9
          In its final judgment, the trial court found that “Gardner should be held personally
liable for breach of the said [c]ontract pursuant to judicial precedent [that] allows the [c]ourt
to disregard attempts to shield an individual from individual liability by using a corporate
form.” Although circumstances arise where the courts can and should pierce the corporate
veil, standing alone, the trial court’s reasoning presents an incorrect statement of Mississippi
caselaw. The primary purpose of the corporate form, particularly for small businesses, is to
protect the shareholders/owners from individual liability. See Gray, 541 So. 2d at 1047.

                                               11
¶26.   Gardner incorporated Panhandle in Florida on May 4, 2006. In 2012, Panhandle

submitted a bid to Casablanca for the fabrication of metal handrails for a project by the Coast

Transit Authority in Biloxi, Mississippi.10 On April 27, 2012, Panhandle entered into a

subcontract agreement with Casablanca, whereby Panhandle was to “furnish all material and

labor for all aluminum handrail and related work[.]” In exchange for those services,

Casablanca agreed to pay Panhandle $122,144.12. Saucier, Casablanca’s president, executed

the agreement on Casablanca’s behalf, and Waters, Panhandle’s president/director, executed

the agreement on Panhandle’s behalf.11

¶27.   In June 2012, Waters incorporated MFI in Florida and became MFI’s president.12 In

October 2012, Casablanca received shop drawings of the handrails with MFI’s name and

logo on the drawings. Over the next several months, MFI sent Casablanca multiple sets of

handrails that the project architect, the firm of Eley Guild Hardy (EGH), repeatedly rejected.

¶28.   EGH’s records indicated that Casablanca arranged an April 4, 2013 site meeting with

MFI “as a last[-]resort effort” to maintain the contract with MFI. Concerned with the

progress of satisfactory handrails, Saucier then emailed Waters about their status on April

Furthermore, I find Casablanca failed to present the necessary credible evidence to meet
every prong of the test for piercing the corporate veil.
       10
         Casablanca had been awarded the contract with the Coast Transit Authority for the
construction of Comfort Station on the beach in Biloxi.
       11
        Waters was Gardner’s wife and was Panhandle’s sole shareholder at the time she
executed the contract.
       12
        According to Gardner, Waters alone made the decision to cease operating as
Panhandle and to start operating as MFI. Gardner testified he did not support the decision.
On March 18, 2013, Waters dissolved Panhandle.

                                              12
23, 2013. Waters responded the following day from an MFI email account and advised

Saucier to coordinate with Gardner when the project was acceptable to field measure. Waters

also advised Saucier that MFI was having financial troubles and that Casablanca would have

to pay for any further materials needed to fabricate the handrails. On June 3, 2013, Gardner

emailed Saucier and advised that his drafter would correspond with Saucier about “field

dems” needed to complete the drawings. The email was digitally signed as follows: “Chris

Gardner, Vice President, Mainstream Fabrication, Inc.”

¶29.   Needing the handrails completed, Saucier traveled to Florida to meet with Waters and

Gardner. At the meeting, Waters explained to Saucier that she no longer wanted to do the

contract because of the difficulties MFI was having in meeting EGH’s expectations for the

quality of the handrails. At some point during the meeting, Saucier spoke to Gardner alone

and implored Gardner to complete the handrails. At that juncture, Gardner agreed to

complete the handrails through Gecko, a new company he had formed.13 When asked about

Casablanca’s approval for another contractor to complete the handrails, Saucier testified as

follows: “I obviously gave consent whenever he [(Gardner)] told me he was going to [do]

the contract under Gecko and asked me to pay Gecko for it.”

¶30.   From June 11, 2013, through August 9, 2013, Casablanca made out six checks to

Gecko that totaled $75,400. Eventually, Gecko delivered the handrails, but once again, they

failed to meet EGH’s requirements. Frustrated, Saucier returned to Florida and met with

Gardner a final time. Gardner explained to Saucier that his rollers had crushed the tubing

       13
        With the financial problems facing MFI and his marriage to Waters suffering,
Gardner had incorporated Gecko with the intent of fabricating tree stands for hunters.

                                            13
and that he did not possess the necessary rollers to meet EGH’s requirements. Casablanca

then retained another fabricator to complete the handrails.

¶31.   In both tort and contract claims, the corporate entity will not be disregarded unless the

complaining party can demonstrate the following: “(1) some frustration of expectations

regarding the party to whom he looked for performance; (2) the flagrant disregard of

corporate formalities by the defendant corporation and its principals; and (3) a demonstration

of fraud or other equivalent misfeasance on the part of the corporate shareholder.” Penn

Nat’l Gaming Inc. v. Ratliff, 954 So. 2d 427, 431 (¶9) (Miss. 2007) (citing Gray, 541 So. 2d

at 1047)). The complaining party must establish each of these factors by credible evidence.

Rosson v. McFarland, 962 So. 2d 1279, 1285 (¶23) (Miss. 2007). While I am not convinced

a flagrant disregard for corporate formalities occurred in this case that rises to the level

necessary to meet the second prong, I acknowledge that some corporate records appear to be

lacking. Nevertheless, I find Casablanca presented no credible evidence as to the first and

third factors needed to pierce the corporate veil.

¶32.   As to the first prong, the contract, on its face, places the burden of performance on a

corporation and not on an individual. See Richardson v. Jenkins Builders Inc., 737 So. 2d

1030, 1032 (¶9) (Miss. Ct. App. 1999) (refusing to pierce the corporate veil where the

parties’ contract, on its face, placed the burden of performance on a corporation rather than

on an individual). No arguable basis exists for concluding that Casablanca actually believed

or was justified in believing that Gardner himself was individually guaranteeing the

contract’s performance. EGH’s project records indicated that everyone looked to MFI, rather

                                              14
than to Gardner individually, to guarantee performance. EGH’s notes stated that Casablanca

arranged an April 4, 2013 site meeting with MFI “as a last[-]resort effort” to maintain the

contract with MFI. In addition, Saucier admitted that he later approved Gecko, and not

Gardner individually, to complete the handrails and that, thereafter, Casablanca made

payments to Gecko rather than to Gardner individually. The handrail drawings Casablanca

received had MFI’s corporate logo and name on them, and all written correspondence was

sent on corporate letterhead that identified both Waters and Gardner as president and vice

president, respectively. “Just as the corporation’s negligent performance of contractual

duties does not justify the disregard of the corporate entity, neither does the fact that the

principal shareholder oversees the day-to-day operation.” Gray, 541 So. 2d at 1047. The

fact that Gardner served as a point of contact for Casablanca and oversaw the handrails’

fabrication simply is not enough to satisfy the first prong.

¶33.   As to the third factor, no evidence establishes that Panhandle entered into the contract

with Gardner intending either to convert Casablanca’s funds for his own personal use or to

never perform under the contract. To the contrary, Gardner and Saucier both agreed that

Gecko would complete the handrails at a time when Gecko was under no obligation to

provide the handrails. As the majority recognizes, Gardner admitted he knew he could not

install the handrails in Mississippi because he was not a licensed Mississippi contractor. The

majority points to Gardner’s admission as evidence that he knew he could not complete

performance of the contract. However, the majority fails to recognize that, although Gardner

himself may not have been able to install the handrails, Panhandle could have easily

                                             15
subcontracted the installation to a licensed Mississippi contractor. Furthermore, at the time

Casablanca approved Gecko to complete the project, Casablanca only sought to have Gecko

deliver the handrails rather than install them. Contrary to any assertion of fraud, the record

clearly shows that Gecko, and even MFI, attempted on multiple occasions to complete

delivery of the handrails. These actions therefore do not rise to the level of fraud or other

equivalent conduct. See Trim v. Trim, 33 So. 3d 471, 478 (¶19) (Miss. 2010) (discussing the

elements of an intentional or fraudulent representation).

¶34.   For these reasons I concur in part and dissent in part from the majority’s opinion.

       GRIFFIS, P.J., AND GREENLEE, J., JOIN THIS OPINION.

                                             16


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Tchaikovsky, P. Pezzo capriccioso, op 62 (1887). Cleveland O/Lorin Maazel.
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Rachmaninov, S. Sonata in G minor, op 19 (1901). Pei-Sian Ng, vc; David Tong, pf.
Glinka, M. Overture and suite from A life for the Tsar (1836). Armenian PO/Loris Tjeknavorian.
Strauss, J. II Artist's life, op 316 (1867). Vienna PO/Carlos Kleiber.
Schumann, R. Woman’s love and life, op 42 (1840). Irmgard Seefried, sop; Erik Werba, pf.
Strauss, R. A hero’s life, op 40 (1897-98). Sydney SO/Edo de Waart.
Haydn, J. Trio in G, Hob.XV:25, Gypsy (1795). London Fortepiano Trio.
Spohr, L. Quartet no 11 in E, Quatuor brillant (1817). New Budapest Quartet.
Boccherini, L. Flute quintet in D, op 19 no 6, The couples (pub. 1774). Auser Musici.
Grainger, P. Variations on Handel's The harmonious blacksmith. Della Jones, mezz; Penelope Thwaites, pf.
Mozart, W. Quartet no 21 in D, K575, Prussian no 1 (1789). Goldner String Quartet.
Dvorák, A. Trio no 4 in E minor, op 90, Dumky (1890-91). Isabelle Faust, vn; Jean-Guihen Queyras, vc; Alexander Melnikov, pf.
Brumby, C. Scena (1988). Barry Davis, cora; Queensland SO/Richard Mills.
Allworth, R. Spirit of the new moon (1990). Jane Stacy, ob; Seng Tong, ob; Carolyn Hayes, ob.
Mills, R. Fantastic pantomimes (1987). Gerhard Mallon, fl; Anthony Camden, ob; Paul Dean, cl; Geoffrey Spiller, tpt; Neil Crellin, hn; Queensland SO/Richard Mills.
Sutherland, M. Little suite (1957). Diane Ridell, fl; Mark Swift, cl; George Dreyfus, bn.
Brumby, C. Oboe concertino (1986). Barrie Davis, ob; Queensland SO/Richard Mills.
Tchaikovsky, P. String sextet in D minor, op 70, Souvenir de Florence (1890). Australian CO/Carl Pini.
Fantasy-overture: Romeo and Juliet (1870/80). Sydney SO/José Serebrier.
Gossec, F-J. Symphonie à 17 parties, op 91 (1809). Swiss Italian RO/Wolf-Dieter Hauschild.
Field, J. Serenade in B flat. John Khouri, pf.


Description: Two unbelievably hot girls take a ride with one horny foot fetishist. As the discussion of feet fill the air goddess footboy has no alternative then to stop the car and get these lovely girls outside. In public, he removes their high heels and starts to worship their feet and lick them clean.


WASHINGTON -- For most of the year, irrational behavior is a natural state in our nation's capital. This is a place where potentates and politicians, lobbyists and legislators and the elite and the lowly routinely say and do completely irrational things.
Common Sense: Irrational Behavior
WASHINGTON — For most of the year, irrational behavior is a natural state in our nation’s capital. This is a place where potentates and politicians, lobbyists and legislators and the elite and the lowly routinely say and do completely irrational things.
Lt. Col. Oliver North
Col. Muammar Gaddafi (sunglasses) with Venezuelan Pres. Hugo Chvaz (red tie)
We also have come to expect that irrational behavior takes a brief hiatus when Congress goes home on recess and the president of the United States heads out of town on vacation. This year is the exception that proves the rule. POTUS may be playing golf on Martha’s Vineyard and Congress may be out of town, but this week, irrational behavior disorder — “IBD” for short — went viral, here and around the globe.
The Obama family started the IBD epidemic by setting off on their “working vacation” with two separate U.S. Air Force flights from Washington to the Massachusetts coast, requiring hundreds of military personnel, Secret Service agents and support staff to cancel or abbreviate leave. No one has figured out yet how much this little caper has cost the taxpayers.
On Aug. 20, just as the first family was getting into the swing of things on their little island paradise, Libyan rebels launched their own version of a “Thunder Run” into Tripoli. The Transitional National Council promptly caught a case of IBD and announced it had “liberated Libya from the dictator” Moammar Gadhafi. In Benghazi, the TNC’s “chairman,” former Gadhafi “justice minister” Mustafa Abdul-Jalil, told the international media that the rebels had “captured three of Gadhafi’s sons” and “surrounded Gadhafi’s Bab al-Aziziya palace” in Tripoli and that “escape is impossible.” We also were told, “All of the country will be in the hands of the TNC very shortly.” Turns out it was another case of IBD.
The rebel advance — and the anticipated demise of the murderous Moammar — was briefly celebrated with exuberance in our household. Back in 1987, Gadhafi sent his goons to kill us.
Thanks to the FBI and special agents of the Naval Criminal Investigative Service, his thugs missed their prey. We certainly aren’t going to miss him.
As it turns out, our dose of IBD was short-lived compared with the case caught by the White House spin doctors on Martha’s Vineyard. They wanted the American people to focus on the “improving economy.” On Sunday morning, CBS ran a prerecorded interview with President Obama, in which he acknowledged “an unemployment rate that is still too high” and then baldly claimed that the administration has “actually made the right decisions” and that he expects “to be judged a year from now on whether or not things have continued to get better.”
It’s the “continued to get better” part that confirms a diagnosis of severe IBD, compounded by rhetorical euphoria syndrome, or RES. When Obama was sworn in as our 44th president, the unemployment rate was about 7.5 percent. It’s now 9.1 percent. Millions of Americans have lost their homes and are out of work. Some experts say the housing market has yet to hit bottom. American manufacturing productivity continues to drop. U.S. financial and commodity markets are on a roller coaster, and our government’s credit rating has been downgraded.
That’s not exactly what a re-election campaign strategist wants us to be thinking about. On Monday, after British Prime Minister David Cameron announced he was “cutting short” his holiday “to address the crisis in Libya,” the O-Team trotted POTUS off the golf course so he could tell us that “the future of Libya is now in the hands of the Libyan people.” Obama did not mention his March 22 pledge that the military operations he had authorized would be over in “a matter of days and not weeks.”
It turns out that all of this was more IBD and untreated RES. By Wednesday, when Libyan rebels succeeded in their sanguinary fight to capture Gadhafi’s compound in the heart of Tripoli, the despot had disappeared. His palace was looted, but the megalomaniac who ruled Libya and terrorized the world for seven days short of 42 years had fled.
With Gadhafi still in hiding, U.S. officers say depots full of Libyan weapons — including man-portable surface-to-air missiles — may already be in the hands of radical Islamic terrorists. Stockpiles of nuclear materials and precursor chemicals for making nerve agents and mustard gas have yet to be recovered by French and British special operations personnel. And Pentagon planners are looking at options in case Libya descends into anarchy. One officer describes such a scenario as “Somalia on steroids.”
Obama supporters now claim his policy of “leading from behind” has been vindicated by the demise of the Gadhafi dictatorship. Though the regime finally has collapsed, only those diagnosed with irrational behavior disorder believe that the people of Libya will realize the president’s promise of “a peaceful transition to democracy” any time soon.
Oliver North is the host of “War Stories” on Fox News Channel and the author of “American Heroes in Special Operations.” Join him on the Caribbean Freedom Cruise, which sets sail Oct. 22. To find out more about Oliver North and read features by other Creators Syndicate writers and cartoonists, visit the Creators Syndicate Web page at www.creators.com.
Time for Wisconsin Justice Bradley to Resign
Inhofe Pans Krueger Despite White House Raves
Written By Lt. Col. Oliver North
Oliver North is the host of "War Stories" on Fox News Channel, the founder and honorary chairman of Freedom Alliance, and the author of "American Heroes in Special Operations."


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This kind of aluminium jalousie is used high quality thermal break aluminum. The thickness of this aluminium jalousie can be custom according to your requirement. - Our company manufacture products according to buyer's dimension, quantity, drawing or other related requirements.
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aluminium doors and windows with blinds The casement window is part of a high performance windows suitable for residential and It is used in dwellings which require slim light lines. The aluminum casement window offers superior thermal performance and complies with building regulations. Aluminum casement windows can be fixed directly to the brick work or into a hardwood sub frame.
Alibaba.com offers 10,753 jalousie windows products. About 55% of these are windows, 16% are shutters, and 3% are doors.
A wide variety of jalousie windows options are available to you, such as swing, fixed, and sliding. You can also choose from shutters, basement windows, and casement windows. As well as from horizontal, vertical. And whether jalousie windows is aluminum alloy, plastic, or wooden.
There are 10,672 jalousie windows suppliers, mainly located in Asia. The top supplying countries are China (Mainland), Turkey, and Malaysia, which supply 99%, 1%, and 1% of jalousie windows respectively.
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Easingwold 1' Market Umbrella by Freeport Park Design

Easingwold 1' Market Umbrella by Freeport Park Design

The Easingwold 1' Market Umbrella by Freeport Park Design has a very good overall fit but the leather-based is a bit stiff and will get awhile to become comfortable. This is a unpleasant surprise as all the previous ariats were able to hit the road without a break in period

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Great! Easingwold 1' Market Umbrella by Freeport Park. Easingwold 1' Market Umbrella very well made, smooth and simple. Complete your living room furniture with a modern Easingwold 1' Market Umbrella . Its really sturdy, attractivce and it appears expensive and a cost effective for the money. Easingwold 1' Market Umbrella is one of the very most cofy, inviting, beautiful look and unique Easingwold 1' Market Umbrella especially for the price and manufactured from superior products. Great quality, easy to put together, delivery promptly and in best condition. Easingwold 1' Market Umbrella by Freeport Park is good merchandise at good prices and amazing free shipping. Guarantee damaged state by offering to send parts or to keep the item at a low price. Great buy would definitely recommend. Shop with this low-price guarantee and discover money saving deals on Easingwold 1' Market Umbrella and more!. Reading the reviews helped you purchase.

About Freeport Park
Having furniture staples and accents with a give attention to function, Freeport Park pieces the foundation for just about any cozy home.
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Larisa Grisby

The customer service is what keeps me coming back to Wayfair. The representatives on the telephone are always so helpful and nice. I have unfortunately had issues with a few orders approaching damaged due to the way the maker stuffed it. But I've never really had a problem remedying it like relatives and buddies have on other online purchasing companies. I always leave satisfied. Love love love. As long as the customer service stays the same I am a devoted Wayfair customer.

Luz Center

I received my seat as scheduled. Wayfair was great with keeping me updated with delivery day and time. I bought a couch in a lovely bright white. My chair came wrapped in plastic, wrapped in cardboard and was meticulous. Not one speck of dirt and grime onto it! Wayfair did a fantastic job making sure I acquired what I needed!!

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Vinod Shete (38) has been appointed Finance Controller of Concentric Pumps (India) Pvt. Ltd, the Pune-based manufacturer of pumps for diesel engines. A qualified Cost and Management Accountant, Vinod Shete studied at Pune University, gaining a Bachelor of Commerce degree. He began his career with Lawkim Limited ( Godrej Group ) and has accumulated a wealth of experience in managing finance functions with major national and international companies such as INA Bearing , Godrej and Deepak Fertiliser, both in India and abroad. Vinod Shete joined Concentric in 2006 and in his new role assumes overall responsibility for the management of all finance and IT functions. He will also be a member of the company's Operations Team, reporting to the Managing Director, Nitin Pagrut.
Concentric India has been manufacturing in Pune since 1999 and in 2004 it opened a new plant there with a total area of 60,000 sq.ft. The appointment of Vinod Shete is particularly timely, as the company is in the process of completing the next stage of its expansion, which will add an additional 40,000 sq.ft of space. This reflects Concentric India's success in furthering the company's strategy for worldwide sales growth, low-cost high-quality manufacturing and supporting customers locally wherever they manufacture.
Concentric, which has recently been acquired by the Swedish-based automotive group Haldex, is a leader in diesel engine pump technology for applications ranging from trucks and buses to materials handling, construction, agricultural and off-highway machinery. In addition to oil, fuel and water pumps for diesel engines, Concentric also manufactures fan support brackets and lubrication pumps for transmission and compressor applications. The group centre of excellence for design, development and engineering is located in Birmingham, UK, while other manufacturing plants are in the USA and China.


The seven-bedroom house is the former home of the longest-serving Fed chairman.
The Massachusetts Avenue Heights home sold for $7.95 million. Photograph courtesy of Washington Fine Properties.
The trend of luxury real estate sales continues in DC, with word that a historic Massachusetts Avenue Heights house, formerly the home of a Federal Reserve Bank chairman, sold for its asking price of $7.95 million.
The seven-bedroom home, which was listed by Ellen Morrell, Matthew McCormick, and Ben Roth of Washington Fine Properties, was built in 1929 on a 12,865-square-foot lot.
According to the sale announcement, the property was the former home of the late William McChesney Martin Jr. and his wife, Cynthia Davis. He was the longest-serving Fed chairman, serving from 1951 to 1970 during the administrations of Presidents Harry Truman, Dwight Eisenhower, John F. Kennedy, Lyndon Johnson, and Richard Nixon. He was succeeded by Arthur Burns.
Martin, a Yale man and an Army veteran, died in 1998 at the age of 91.
As Washingtonian has reported, in Georgetown alone in the past several months, eight homes have sold for $6 million or more.


Tag Archives: ricotta cheese

You might think this recipe makes no sense. Lasagna, without lasagna noodles? Don’t knock it until you’ve tried it. I have been so hungry for lasagna. I am avoiding sugar and carbohydrates. I didn’t feel like messing with zucchini so I adapted my lasagna recipe and made it without noodles. The flavor was wonderful and […]

Well, here we are the first day of November and it is still “Indians” Summer. I can hardly work today–I am so excited about the Indians playing in the World Series tonight with the opportunity to win it all! Last Tuesday, we were just getting started with game 1. After taking the initial game, Chicago […]

Those of you that know me know that I don’t need an excuse to make a healthy lasagna alternative. I have long been a fan of spaghetti squash. It is easy to cook and you get the benefits of having “pasta” without the guilt. I hope you enjoy this recipe as much as we did. […]

I don’t know why I have been on such an Italian kick lately. It really doesn’t take much to put me in the mood for Italian cooking. When you use vegetables in place of pasta it makes a healthier, lighter meal for your family to enjoy. Eggplants are plentiful right now so it is the […]

I love ravioli. Since I have been following the Paleo lifestyle ravioli is not on the menu. That is why I was fascinated when I saw zucchini ravioli. It wasn’t until I made it and tried it that I can now say that ravioli is back on my menu. I hope you enjoy this as […]

This is a simple dessert that can satisfy the sweet tooth cravings without making you feel guilty. It has few ingredients and is easy to assemble. Enjoy! Paleo Blueberry Cheesecake Ricotta Cheese or Cream Cheese (total 16 oz.–you can do half and half) 1 orange or lemon 1 teaspoon vanilla 3 eggs 2 TBSP Olive […]

Hope everyone is having a great day. We are definitely into the “comfort food” weather pattern. The sun is shining, and that makes it better; however, I miss the warm weather already. When I am cold I cook meals that will “stick to your bones”. The Butcher doesn’t like too many noodles in his lasagna. […]


Travelling with children is a bit of a challenge – let’s be real for a moment! Travelling overseas with kids, or going to a foreign country can make it so much more so. The last thing you want is to spend a fortune on a family holiday, and then need a holiday when you get back home!
In this, our second part of the series ‘Best Family-Friendly Holidays in Thailand’, we focus on Thailand’s second largest city: Chiang Mai.
First of all, if your kids are old enough to have a useful opinion, it’s probably a good idea to find out what each member of the family expects from this holiday. Otherwise, someone’s going to be disappointed if all you want to sit by the pool and pretend to read a magazine while you actually catch up on some much-needed sleep, and they want to go ziplining through the jungle! If they’re still young, discuss what you and your spouse have in mind and the kids can fall in with your plans.
Bearing in mind you can’t please everyone, at least this way you can set expectations right away, and set aside certain days for adventure, and some for relaxing.
This will also help you determine where you will stay, which leads us to our second tip.
Regardless of the age of your children, nothing kills holiday spirit more than a long road trip.
If you are flying to your holiday destination, be sure to keep the kids and yourselves hydrated, fed and entertained, so that the getting-there doesn’t smother good family feelings before the holiday even starts.
Find a family friendly resort that is within a half hour or so drive from the airport.
The resort or hotel should be seen as the home base for your holiday, and centrally situated to your activities.
If you’re keen on town, museums, markets and temple tours, then choose a hotel in the city centre.
If your holiday is in the countryside and you want to get back to nature, listen to mountain birdsong, or go rock climbing, ziplining, and jungle trekking, then Baanpong Lodge is right in the middle of that. Plus it’s child-friendly with a pool right by the restaurant, so you can relax with a meal and your kids are never out of sight.
Don’t run out of things to do after your second day on holiday. Find a place that has a wide selection of outings in close proximity to it.
The very purpose of a holiday retreat is to break away from the stress and manic pace of your day-to-day activities. A hotel that has the same stressful pace, plus exposes you to noisy neighbours, loud music and street noises will only leave you feeling exhausted.
Private rooms or chalets for some peace and quiet.
Small enough for personal attention and friendly care, so you don’t feel like a number.
This might sound like a tall order, but once again Baanpong Lodge ticks all the boxes. We create the balance between stress-relieving breakaway and family-friendly resort perfectly. Plus we have free bicycles and scooters for the bigger kids to go exploring with, and a trampoline for the little ones to bounce away all that extra energy before bedtime.
If you are a resident of Chiang Mai, and you need a weekend retreat, or better still, a place to host your family event or kids party, then the countryside is ideal for this.
Alpine Golf Resort has a large restaurant and bar at the clubhouse for your group or party.
Baanpong Lodge has a full-service poolside restaurant and bar, plus a private function venue for a more intimate setting. Plus you don’t have to do clean up afterwards and your guests don’t have to drive home – they can just book a room at the resort!
Contact us for your family-friendly holiday in Thailand, Chiang Mai.


Tag: 2pac
On This Day: 2pac died 22 years ago
Hip Hop legend Tupac Shakur died on Sept 13, 1996 just days after being shot on the strip of Las Vegas, at only 25 years old.
To learn more about 2pac, Click Here
2pac Movie – All Eyez On Me Biopic – Official Trailer
ALL EYEZ ON ME covers the life of Tupac Shakur, including his rise to superstardom as a hip hop artist, actor, poet and activist, as well as his imprisonment and prolific, controversial time at Death Row Records. Against insurmountable odds, Shakur rose to become a cultural icon whose career and persona both continue to grow long after his passing.
News: Eminem Writes A Tribute Letter To 2pac
“The first time I ever heard Tupac was his verse on “I Get Around” with Digital Underground. I was 18 or 19 years old and I remember thinking, “Who is this?” He stood out so much. Once I heard that, I got his first album, 2Pacalypse Now. I saw the video for “Brenda’s Got a Baby” and I remember thinking, “Holy s***.” By the time he got to Me Against the World, it was him at his pinnacle. He’s off and running. He knows what he wants, and he’s figured out how he wants to be and how he wants to sound — everything. I would probably put that up against anything as far as a classic hip-hop album goes.
He was taking things further than a lot of rappers at the time — pushing it to the next level as far as giving feeling to his words and his music. A lot of people say, “You feel Pac,” and it’s absolutely true. The way he chose which words to say with which beat was genius; it’s like he knew what part of the beat and what chord change was the right place to hit these certain words… to make them jump off the track and make you feel what he was saying. Like, listen to “If I Die 2Nite.” Whatever he was rapping about, it was urgent. If it was a sad song, it’d make you cry. But there were a lot of different sides to him: fed-up, angry, militant, having a good time. His spirit spoke to me because it was like you knew everything that he was going through, especially when he made Me Against the World. You just felt every aspect of his pain, every emotion: when he was happy, when he was sad. His ability to touch people’s lives like that was incredible.
The school I come from growing up, we spent a lot of time studying rappers, everyone from N.W.A. to Public Enemy to Big Daddy Kane to Kool G Rap to Rakim to Special Ed, taking all these bits and piece from each one. Tupac was the first one to really help me learn how to make songs that felt like something.
He was so versatile — if you weren’t in the mood for what he was doing on this song here, he’s got something for you over here. He covered such a broad perspective and there were so many different sides to him, but the best part about him overall was that he was a human being. He would let you see that. I used to be fascinated with his interviews like, “Yo, what he’s saying is so true.” He would also be able to trump people who were interviewing him when they would hit him with hard questions — it was incredible. He was a superstar in every aspect of the word. You just wanted to know that guy. Like man, I wanna hang out with Pac”.
News: Help raise money and donate to Hussein Fatal’s family. @TheOutlawz @Young_Noble1 @TheRealEDIDON
We would like to send our condolences to the Family of Hussein Fatal as well as those who knew him. We had a personal relationship with him here at RapMusicPromo.com As we all probably know, he died suddenly in a car accident. This is not meant to be a detail oriented article, this is just our way of trying to help, please donate to the link below and help us bury our friend.
http://www.gofundme.com/z6j498


This is an artist impression of nanoscale diamonds surrounding a young star in the Milky Way. Recent GBT and ATCA observations have identified the telltale radio signal of diamond dust around 3 such stars, suggesting they are a source of the so-called anomalous microwave emission.
Until now, the most likely culprit for this microwave emission was thought to be a class of organic molecules known as polycyclic aromatic hydrocarbons (PAHs) - carbon-based molecules found throughout interstellar space and recognized by the distinct, yet faint infrared (IR) light they emit. Nanodiamonds - particularly hydrogenated nanodiamonds, those bristling with hydrogen-bearing molecules on their surfaces - also naturally emit in the infrared portion of the spectrum, but at a different wavelength.
A series of observations with the National Science Foundation's Green Bank Telescope (GBT) in West Virginia and the Australia Telescope Compact Array (ATCA) has - for the first time - homed in on three clear sources of AME light, the protoplanetary disks surrounding the young stars known as V892 Tau, HD 97048, and MWC 297. The GBT observed V892 Tau and the ATCA observed the other two systems.
In astronomy, nanodiamonds are special in that their structure produces what is known as a "dipole moment" - an arrangement of atoms that allows them to emit electromagnetic radiation when they spin. Because these particles are so small - smaller than normal dust particles in a protoplanetary disk - they are able to spin exceptionally fast, emitting radiation in the microwave range rather than in the meter-wavelength range, where galactic and intergalactic radiation would probably drown it out.