                        IN THE SUPREME COURT OF MISSISSIPPI

                                     NO. 2001-IA-01536-SCT

COPIAH MEDICAL ASSOCIATES

v.

MISSISSIPPI BAPTIST HEALTH SYSTEMS


DATE OF JUDGMENT:                               09/14/2001
TRIAL JUDGE:                                    HON. J. LARRY BUFFINGTON
COURT FROM WHICH APPEALED:                      COPIAH COUNTY CHANCERY COURT
ATTORNEYS FOR APPELLANT:                        JAMES D. SHANNON
                                                ELISE BERRY MUNN
                                                KELLEY M. BERRY
                                                RENEE C. HARRISON
                                                HOLMES S. ADAMS
                                                TODD INMAN WOODS
                                                DAVID A. RUEFF, JR.
                                                OLEN C. BRYANT, JR.
ATTORNEYS FOR APPELLEE:                         MICHAEL B. WALLACE
                                                D. COLLIER GRAHAM
                                                ROBERT O. ALLEN
NATURE OF THE CASE:                             CIVIL - CONTRACT
DISPOSITION:                                    REVERSED AND REMANDED - 05/06/2004
MOTION FOR REHEARING FILED:
MANDATE ISSUED:



        BEFORE SMITH, C.J., COBB, P.J., AND CARLSON, J.

        CARLSON, JUSTICE, FOR THE COURT:


¶1.     This case involves the question of whether the Copiah County Chancery Court or the Copiah

County Circuit Court is the more appropriate forum to decide the underlying breach of contract claim. We

authorized this interlocutory appeal after the Specially-Appointed Chancellor, Honorable J. Larry
Buffington, denied a motion to transfer this case to the Copiah County Circuit Court or, alternatively, to

dismiss or stay the proceedings pending resolution of a previously filed action in the Copiah County Circuit

Court. See M.R.A.P. 5. We find that the suit unquestionably sounds in contract law instead of equity and

that the chancellor erred when he denied the motion to transfer.

                                   FACTS AND PROCEEDINGS

¶2.     Copiah Medical Associates (“Copiah”) is a Mississippi general partnership consisting of practicing

medical physicians operating in two Copiah County clinics, one in Hazlehurst and the other in Crystal

Springs. Mississippi Baptist Health Systems (“Baptist”) is a Mississippi not-for-profit corporation engaged

in the business of heath care. Baptist controls a for-profit subsidiary, Health Care Economics, P.A.

(“HCE”) which manages medical practices and medical clinics. (At times, Baptist and HCE will collectively

be referred to as Baptist.) Copiah and Baptist entered into a non-binding Letter of Intent on December

8, 1998, which led to the execution of five additional documents on April 21, 1999. These documents

included: (1) a Management and Consulting Services Agreement (“Management Agreement”); (2) a Net

Lease Agreement where Copiah would lease a proposed new Hazlehurst clinic from Baptist; (3) an

Adoption Agreement, which activated specific provisions of the Letter of Intent where Baptist agreed to

buy the land and pay the cost of construction of the new facilities; and (4) and (5) two Net Leases where

Copiah leased the two existing buildings in Hazlehurst and Crystal Springs from Baptist.

¶3.     On July 17, 2000, HCE notified Copiah that a partial audit revealed evidence of over-billing of

Medicare and Medicaid. Baptist asserted that it had attempted to persuade Copiah to cooperate in an

audit to determine the extent of any over-billing. No audit occurred, and Baptist thus determined that

Copiah was in breach of § 14 of the Management Agreement. As a result, on December 14, 2000, Baptist

                                                     2
submitted to Copiah a letter terminating the Management Agreement effective December 31, 2000. On

December 15, 2000, Copiah filed a breach of contract suit against Baptist and HCE in the Circuit Court

of Copiah County. On January 26, 2001, Copiah moved to amend the Complaint to add counts of breach

of good faith and fair dealing, breach of fiduciary duties, and requested punitive damages and attorneys

fees. The amendment also deleted the request for specific performance which was contained in the original

complaint.

¶4.     On February 2, 2001, Copiah notified Baptist and HCE that it repudiated the Net Leases on the

basis that the leases were void because of Baptist’s illegal termination of the Management Agreement. On

February 6, 2001, Baptist then filed suit in the Chancery Court of Copiah County against Copiah seeking

specific performance of the Net Lease regarding the new Hazlehurst facility.

¶5.     Immediately thereafter, on February 14, 2001, Copiah moved to amend the circuit court complaint

adding a declaratory action that the Net Lease was void. Copiah also moved to amend, changing the

request for specific performance to a request for damages. After a hearing on February 26, 2001, the

circuit court granted Copiah’s motion to amend and denied Baptist’s motion to dismiss or, alternatively,

to transfer the case to Copiah County Chancery Court.

¶6.     Copiah moved the chancery court to transfer Baptist’s lawsuit to circuit court on March 5, 2001.

On March 19, 2001, Baptist filed an answer in the circuit court and counterclaimed for an accounting.

Then, on March 22, 2001, Copiah again moved to amend the complaint in circuit court to add the lease

claim and a breach of contract concerning the Management Agreement. On the same date, Baptist filed

in the chancery court action its Opposition To Motion to Transfer [to Circuit Court]. Copiah filed its

responsive pleading to the chancery court case on April 20, 2001, and asserted as a defense that Baptist’s

                                                    3
illegal termination of the Management Agreement voided the Net Lease and that as a result, Copiah was

discharged from its obligations. Baptist then filed an Answer and Affirmative Defenses in the circuit court

case.

¶7.     On May 2, 2001, Chancellor Buffington was appointed by this Court as Special Chancellor after

Chancellor Edward Patten, Jr., for the Fifteenth Chancery Court District recused himself. On July 3, 2001,

Baptist filed in the chancery court action a motion for judgment on the pleadings, seeking a permanent

injunction requiring Copiah to occupy the new Hazlehurst clinic and liquidated damages at a rate of

$513.25 per day since May 2, 2001, with costs and attorney’s fees. The circuit court granted Copiah’s

motion for trial setting on July 16, 2001, scheduling trial for November 26, 2001.

¶8.     On August 30, 2001, Copiah filed in the chancery court an amended motion to transfer and a

request for alternative relief including dismissal or stay pending resolution of the circuit court matter. After

an August 30, 2001 hearing, Special Chancellor Buffington subsequently entered an order denying all

requested relief, and setting the case for trial on October 19, 2001. Prior to the entry of the order, Copiah

requested reconsideration. The reconsideration was denied by order dated September 18, 2001. These

last two orders are at issue in this interlocutory appeal.

¶9.     Copiah states the issue on appeal as: “Whether, as a matter of law, the special chancellor erred

when he denied the transfer of the parallel action to circuit court, or in the alternative, in not staying the

chancery action until trial on the pending circuit court action.” Copiah’s argument is two-prong: (1) that

Baptist’s claims in chancery court are compulsory counterclaims to Copiah’s first-filed circuit court action,

and (2) that the circuit court is the more appropriate forum to hear all claims. Claiming that Copiah “has

approached the problem backwards,” Baptist restates the issues as follows:

                                                       4
          1.      Whether § 162 of the Constitution precludes transfer to circuit court of a complaint
                  which, like Baptist’s, states a claim within the jurisdiction of the chancery court.

          2.      Whether the chancery court acquired priority jurisdiction over claims regarding the
                  Net Lease which could not be divested by subsequent proceedings in circuit court.

          3.      Whether Baptist’s claim for specific performance of the Net Lease was a
                  compulsory counterclaim in Copiah’s circuit court action concerning the separate
                  Management and Consulting Services Agreement, particularly where the Net
                  Lease expressly provided that it would survive the termination of the latter
                  agreement.

                                               DISCUSSION

¶10.      Jurisdiction is a question of law which this Court reviews de novo. Briggs & Stratton Corp.

v. Smith, 854 So.2d 1045, 1048 (¶ 9) (Miss. 2003). An order concerning a motion to transfer from

chancery court to circuit court involves a question of jurisdiction and, therefore, is reviewed de novo. Id.

at 1048 (¶ 9) (citing United States Fid. & Guar. Co. v. Estate of Francis, 825 So.2d 38 (Miss.

2002)).

          I.      Jurisdiction of Chancery Court

¶11.      The first issue this Court must decide is whether the chancery court complaint states a claim within

the jurisdiction of the chancery court. The Mississippi Constitution of 1890, Article 6, § 159, limits the

jurisdiction of chancery courts to the following areas: (a) all matters in equity; (b) divorce and alimony; (c)

matters testamentary and of administration; (d) minor’s business; (e) cases of idiocy, lunacy, and persons

of unsound mind; and (f) all cases of which the said court had jurisdiction under the laws in force when the

Constitution was put in operation. “All causes that may be brought in the chancery court whereof the circuit

court has exclusive jurisdiction shall be transferred to the circuit court.” Id. § 162.



                                                       5
¶12.    In the case sub judice, Baptist filed its “Complaint For Specific Performance and Damages” in the

chancery court. According to the complaint, the parties entered into a “Net Lease Agreement” and

accompanying amendments whereby Baptist agreed to build a medical facility and Copiah agreed to lease

the 12,500 square foot facility for fifteen years at a rental rate of $15.00 per gross square feet. Baptist

further alleged that Copiah repudiated and abandoned the lease. In Count I, Baptist sought an order of

specific performance against Copiah. In Count II, Baptist sought compensatory damages.

¶13.    Raised as an affirmative defense to the complaint, Copiah asserted that the chancery court case

included the same issues arising from the same circumstances as alleged in the circuit court case. Eight days

after Baptist filed the chancery court action, Copiah moved to amend its circuit court complaint to include

a request for declaratory judgment that the Net Lease was void as a result of Baptist’s breach of the

Management Agreement. The circuit court granted that motion on March 1, 2001, and the amended

complaint was filed on March 22, 2001.

¶14.    Baptist asserts that the case should remain in chancery court because “only the equitable remedy

of specific performance can make Baptist whole.” Baptist relies on Osborne v. Bullins, 549 So.2d 1337,

1340 (Miss. 1989). However, Osborne involved a breach of a land sales contract, not a fifteen year lease

agreement. Specific performance is not warranted in this case.

        [T]he principle nevertheless seems to be well-settled in our own State as well as other
        jurisdictions that specific performance of a provision in a lease-contract for the continued
        occupancy and use of the premises by the lessee for a specified purpose, and for a definite
        period of time, will not be ordered where the continued operation of the business of the
        lessee would require the superintendence of the court from time to time during the period
        of such lease.

Security Builders, Inc. v. Southwest Drug Co., 244 Miss. 877, 885-86,147 So.2d 635, 639 (1962).


                                                     6
¶15.    We have consistently advised our trial courts that one must look at the substance, and not the form,

of a claim to determine whether the claim is legal or equitable. Trustmark Nat’l Bank v. Johnson, 865

So.2d 1148, 1152 (Miss. 2004); Briggs & Stratton Corp. v. Smith, 854 So.2d at 1049; Tillotson

v. Anders, 551 So.2d 212, 214 (Miss. 1989); Thompson v. First Miss. Nat'l Bank, 427 So.2d 973,

976 (Miss. 1983); Dixie Nat'l Life Ins. Co. v. Allison, 372 So.2d 1081, 1085 (Miss. 1979). Clearly,

this breach of contract case should have been brought in circuit court. We have recently said:

        We have indicated that, if some doubt exists as to whether a complaint is legal or equitable
        in nature, that case is better tried in circuit court. Southern Leisure [Homes, Inc. v.
        Hardin], 742 So.2d [1088,] 1090 [(Miss. 1999)]. In McDonald's Corp. v.
        Robinson Indus., Inc., 592 So.2d 927, 934 (Miss. 1991), we stated that "[i]t is more
        appropriate for a circuit court to hear equity claims than it is for a chancery court to hear
        actions at law since circuit courts have general jurisdiction but chancery courts enjoy only
        limited jurisdiction."

Burnette v. Hartford Underwriters Ins. Co., 770 So.2d 948, 952 (¶ 14) (Miss. 2000). This position

was reiterated in Burch v. Land Partners, L.P., 784 So.2d 925, 929 (¶ 13) (Miss. 2001), where we

found that “[t]he circuit court is more adept to handle equity cases, rather than the chancery court to handle

legal claims.”

¶16.    We find that this breach of contract claim should have been brought in circuit court rather than

chancery court and that an interlocutory appeal was the proper procedure for resolving the jurisdictional

issue. Accordingly, we find that the chancellor erred when he denied the motion to transfer.

        II.      Compulsory Counterclaim

¶17.    Copiah asserts that the claims brought by Baptist in chancery court are compulsory counterclaims

to Copiah's previously filed circuit court action. Baptist contends that it could not have asserted its claim



                                                      7
concerning the Net Lease in response to Copiah’s original action because Copiah did not repudiate the

agreement until February 2, 2001. Under M.R.C.P. 13(e), “[a] claim which either matured or was

acquired by the pleader after serving his pleading may, with the permission of the court, be presented as

a counterclaim by supplemental pleading.” (emphasis added). Baptist further contends that the

Management and Consulting Services Agreement and the Net Lease agreement are separate and distinct

from each other.

¶18.    Compulsory counterclaims are addressed under M.R.C.P. 13(a) states as follows:

        A pleading shall state as a counterclaim any claim which at the time of serving the pleading
        the pleader has against any opposing party if it arises out of the transaction or occurrence
        that is the subject matter of the opposing party's claim and does not require for its
        adjudication the presence of third parties over whom the court cannot acquire jurisdiction.
        But the pleader need not state the claim if:

                (1) At the time the action was commenced the claim was the subject of
                another pending action; or

                (2) The opposing party brought suit upon his claim by attachment or other
                process by which the court did not acquire jurisdiction to render a
                personal judgment on that claim and the pleader is not stating any
                counterclaim under this Rule 13; or

                (3) The opposing party's claim is one which an insurer is defending.

The Comment to M.R.C.P. 13(a) states as follows:

        The purpose of Rule 13 is to grant the court broad discretion to allow claims to be joined
        in order to expedite the resolution of all the controversies between the parties in one suit
        and to eliminate the inordinate expense occasioned by circuity of action and multiple
        litigation:

                It is, and should be, a paramount concern of the judiciary to prevent
                multiple suits where one suit will suffice. There is a tendency, perhaps, to
                forget that one who undergoes the rigors of an action, with all of its
                traumatic impact, loss of time, delay, substantial expense and disruption

                                                     8
                of his affairs, with consequent appeals and possible retrials and still other
                appeals, should be spared having to do this more often than is strictly
                necessary. Even the successful party after bearing the expense of one trial
                and of one appeal is, in many instances, hardly a winner. Magee v.
                Griffin, 345 So.2d 1027, 1032 (Miss. 1977).

This Court has set up a four-prong test to determine the connection of the claim to the counterclaim:

        (1)     Whether the same evidence or witnesses are relevant to both claims;
        (2)     Whether the issues of law and fact in the counterclaim are largely the same as
                those in the plaintiff's claim;
        (3)     Whether, if the counterclaim were asserted in a later lawsuit, it would be barred
                by res judicata;
        (4)     Whether or not both claims are based on a "common nucleus of operative fact"?

Scruggs, Millette, Bozeman & Dent, P.A. v. Merkel & Cocke, P.A., 804 So.2d 1000, 1004 (¶

5) (Miss. 2001) (citing Fulgham v. Snell, 548 So.2d 1320, 1322-23 (Miss. 1989) (citing Robertson,

Joinder of Claims and Parties-- Rule 13, 14, 17, and 18, 52 Miss. L.J. 47, 48-63 (1982))).

        In applying the four-prong test stated in Fulgham, the logical relationship test is used to
        determine whether a claim and counterclaim arise from the same transaction or occurrence
        such that a counterclaim is compulsory; it exists when the same operative facts serve as the
        basis of both claims or the aggregate core of facts upon which the claim rests activates
        additional legal rights, otherwise dormant. See American Bankers Ins. Co. v.
        Alexander, 2001 WL 83952, [818] So.2d [1073] (Miss.2001).

Reid ex rel. Reid v. American Premier Ins. Co., 814 So.2d 141, 146 (¶ 21) (Miss. 2002).

¶19.    Here, both the circuit and chancery court actions involve the same evidence and witnesses.

Although the Net Lease agreement is a separate contract from the Management Agreement, these

documents are inextricably intertwined with one another. For this reason, the first, second, and fourth

prongs of the test are met. Both the claims pending in the circuit and chancery courts arose from the

lengthy negotiations resulting in the complex business arrangement between the parties.



                                                     9
¶20.    Additionally, because the circuit court permitted the amendment to the complaint adding a

declaratory action to determine that the Net Lease Agreement was void, the third prong of the test

concerning res judicata is met as well.

        The requisites for application of the doctrine of res judicata are: (1) identity of the thing
        sued for; (2) identity of the cause of action; (3) identity of the persons and parties to the
        cause of action; and (4) identity of the quality in the persons for and against whom the
        claim is made." Standard Oil Co. v. Howell, 360 So.2d 1200, 1202 (Miss.1978)
        (citing Pray v. Hewitt, 254 Miss. 20, 179 So.2d 842 (1965)). See also Taylor v.
        Taylor, 835 So.2d 60, 65 (Miss.2003); Pro-Choice Miss. v. Fordice, 716 So.2d
        645, 655 (Miss.1998); Little v. V & G Welding Supply, Inc., 704 So.2d 1336, 1338
        (Miss.1997). Res judicata bars litigation in a second action "of all grounds for, or defenses
        to, recovery that were available to the parties regardless of whether they were asserted or
        determined in the prior proceeding." Johnson v. Howell, 592 So.2d 998, 1002 (Miss.
        1991) (quoting Dunaway v. W.H. Hopper & Assocs., Inc., 422 So.2d 749, 751
        (Miss. 1982)).

Dunn v. Dunn, 853 So.2d 1150, 1155 (¶ 17 ) (Miss. 2003). Because both cases involve the breach

of the same lease agreement, the parties are identical, and each action seeks to determine the parties’

contractual rights and responsibilities under the contract, the elements of res judicata are met. Although

the cause of action was acquired after the filing of the circuit court case, Baptist had not yet filed its answer

to that complaint. Baptist filed its first answer to the circuit court case over one month after initiating the

chancery court case. Because the Net Lease Agreement at issue in this case arises from the same complex

business arrangement made by the parties, the claims asserted by Baptist in the chancery court action

should have been submitted as a compulsory counterclaim in the circuit court action.

        III.     Priority Jurisdiction

¶21.    Copiah next asserts that the circuit court has priority jurisdiction because its first-filed complaint

was amended to include a declaratory action that the Net Lease is void as a result of Baptist’s breach of


                                                      10
the Management Agreement and that the amendment “relates back” to the date of the original filing under

M.R.C.P. 15(c). We agree.

        This Court has repeatedly stated that it is a "well established rule in this jurisdiction that
        where two (2) suits between the same parties over the same controversy are brought in
        courts of concurrent jurisdiction, the court which first acquires jurisdiction retains
        jurisdiction over the whole controversy to the exclusion or abatement of the second suit."
        Beggiani, 519 So.2d at 1210. See Hancock v. Farm Bureau Ins. Co., 403 So.2d
        877 (Miss.1981); Huffman v. Griffin, 337 So.2d 715 (Miss.1976). In Huffman, 337
        So.2d at 719, this Court also stated that "in this state priority of jurisdiction between courts
        of concurrent jurisdiction is determined by the date the initial pleading is filed, provided
        process issues in due course." See Euclid-Mississippi v. Western Cas. & Sur. Co.,
        249 Miss. 547, 559-60, 163 So.2d 676 (1964); Shackelford v. New York
        Underwriters Ins. Co., 189 Miss. 396, 407-08, 198 So. 31 (1940). "The court which
        first acquires jurisdiction retains jurisdiction over the whole controversy to the exclusion
        or abatement of the second suit. Huffman, 337 So.2d at 719; see Lee v. Lee, 232
        So.2d 370, 373 (Miss.1970), 20 Am.Jur.2d Courts § 128, at 481 (1965); 1 C.J.S.
        Abatement and Revival § 33, at 58-59 (1936); 21 C.J.S. Courts § 492, at 745 (1940).
        Further, it has been stated, in regard to the "priority of jurisdiction" rule that:

                In order that the rule may be applicable which prevents interference by
                another court with the jurisdiction of the court first assuming it, the second
                action should be between the same parties, seeking on the one hand, and
                opposing on the other, the same remedy, and should relate to the same
                questions.1

        Beggiani, 519 So.2d at 1210 (emphasis added).

Scruggs, Millette, Bozeman & Dent, P.A. v. Merkel & Cocke, P.A., 804 So.2d at 1006 (¶ 15).

¶22.    As previously discussed, the matter pending in the chancery court is identical to the matter pending

in the circuit court. The parties are exactly the same. The parties’ rights and responsibilities under the Net



        1
          This should not be confused with our recent declaration that the prior jurisdiction doctrine as it
relates to annexation litigation was antiquated, thus enabling our chancellors to consolidate competing
annexation petitions for one trial. In re Enlargement and Extension of the Municipal Boundaries
of the City of D’Iberville, 867 So.2d 241, 251 (Miss. 2004).

                                                      11
Lease are at issue in both cases. Because the circuit court acquired jurisdiction over this matter through

the first-filed complaint on December 15, 2000, the chancery court action should be transferred to the

circuit court.

                                           CONCLUSION

¶23.    Based upon the foregoing reasons, we reverse the chancellor’s denial of Copiah’s motion to

transfer, and we remand with instructions to transfer this case to the Copiah County Circuit Court.

¶24.    REVERSED AND REMANDED.

       SMITH, C.J., WALLER AND COBB, P.JJ., EASLEY, GRAVES AND DICKINSON,
JJ., CONCUR. DIAZ AND RANDOLPH, JJ., NOT PARTICIPATING.




                                                   12
