IN THE SUPREME COURT OF MISSISSIPPI
NO. 2017-IA-00535-SCT
STATE OF MISSISSIPPI
v.
WALGREEN CO., AND SUPER D DRUGS
ACQUISITION CO. d/b/a WALGREENS # 15737
DATE OF JUDGMENT: 02/23/2017
TRIAL JUDGE: HON. MITCHELL M. LUNDY, JR.
COURT FROM WHICH APPEALED: DeSOTO COUNTY CHANCERY COURT
ATTORNEYS FOR APPELLANT: OFFICE OF THE ATTORNEY GENERAL
BY: GEORGE W. NEVILLE
JACQUELINE H. RAY
DONALD L. KILGORE
D. RONALD MUSGROVE
MICHAEL SHELTON SMITH, II
WILSON DANIEL “DEE” MILES, III
H. CLAY BARNETT
ALLISON DOUILLARD HAWTHORNE
JESSE MITCHELL, III
ATTORNEYS FOR APPELLEES: DAVID F. MARON
BARRY K. COCKRELL
BRADLEY CLAYTON MOODY
SAMUEL DEUCALION GREGORY
NATURE OF THE CASE: CIVIL - OTHER
DISPOSITION: AFFIRMED AND REMANDED - 08/09/2018
MOTION FOR REHEARING FILED:
MANDATE ISSUED:
CONSOLIDATED WITH
NO. 2017-IA-00536-SCT
STATE OF MISSISSIPPI
v.
CVS HEALTH CORPORATION, CVS PHARMACY
00047, CVS PHARMACY 01119, CVS PHARMACY
02038, CVS PHARMACY 03124, CVS PHARMACY
03426, CVS PHARMACY 04376, CVS PHARMACY
04519, CVS PHARMACY 04536, CVS PHARMACY
04782, CVS PHARMACY 04883, CVS PHARMACY
04966, CVS PHARMACY 04993, CVS PHARMACY
04997, CVS PHARMACY 05277, CVS PHARMACY
05573, CVS PHARMACY 05604, CVS PHARMACY
05739, CVS PHARMACY 05740, CVS PHARMACY
05744, CVS PHARMACY 05745, CVS PHARMACY
05746, CVS PHARMACY 05756, CVS PHARMACY
05777, CVS PHARMACY 05801, CVS PHARMACY
05808, CVS PHARMACY 05825, CVS PHARMACY
05835, CVS PHARMACY 05842, CVS PHARMACY
05846, CVS PHARMACY 05850, CVS PHARMACY
05865, CVS PHARMACY 05870, CVS PHARMACY
05876, CVS PHARMACY 05878, CVS PHARMACY
05883, CVS PHARMACY 05900, CVS PHARMACY
05908, CVS PHARMACY 05923, CVS PHARMACY
05925, CVS PHARMACY 05933, CVS PHARMACY
06031, CVS PHARMACY 06396, CVS PHARMACY
07065, CVS PHARMACY 07963, CVS PHARMACY
08273, CVS PHARMACY 08310, CVS PHARMACY
08311, CVS PHARMACY 08491, CVS PHARMACY
08954, CVS PHARMACY 08955, CVS PHARMACY
08992, CVS PHARMACY 08993, CVS PHARMACY
08994, CVS PHARMACY 10020, CVS PHARMACY
10400, CVS PHARMACY 10755, CVS 5168 MS LLC,
CVS 7070 MS LLC, CVS 8956 MS LLC, CVS
ORLANDO FLORIDA DISTRIBUTION, LLC,
CVS/PHARMACY #16230 DBA, CVS/PHARMACY
#17038 DBA, CVS/PHARMACY #17144 DBA,
CVS/PHARMACY # 17498 DBA, CVS/PHARMACY
#17532 DBA, CVS RX SERVICES, INC., CVS TN
DISTRIBUTION, LLC AND CVS PHARMACY, LLC
DATE OF JUDGMENT: 02/23/2017
TRIAL JUDGE: HON. MITCHELL M. LUNDY, JR.
COURT FROM WHICH APPEALED: DeSOTO COUNTY CHANCERY COURT
2
ATTORNEYS FOR APPELLANT: OFFICE OF THE ATTORNEY GENERAL
BY: GEORGE W. NEVILLE
JACQUELINE H. RAY
DONALD L. KILGORE
D. RONALD MUSGROVE
MICHAEL SHELTON SMITH, II
WILSON DANIEL “DEE” MILES, III
H. CLAY BARNETT
ALLISON DOUILLARD HAWTHORNE
JESSE MITCHELL, III
ATTORNEYS FOR APPELLEES: J. CAL MAYO
SARAH KATHERINE EMBRY
ENU MAINIGI
CRAIG D. SINGER
ASHLEY W. HARDIN
NATURE OF THE CASE: CIVIL - OTHER
DISPOSITION: AFFIRMED AND REMANDED - 08/09/2018
MOTION FOR REHEARING FILED:
MANDATE ISSUED:
CONSOLIDATED WITH
NO. 2017-IA-00539-SCT
STATE OF MISSISSIPPI
v.
FRED’S INC., FRED’S STORES OF TENNESSEE,
INC., AND FRED’S PHARMACY OF QUITMAN,
LLC
DATE OF JUDGMENT: 02/23/2017
TRIAL JUDGE: HON. MITCHELL M. LUNDY, JR.
COURT FROM WHICH APPEALED: DeSOTO COUNTY CHANCERY COURT
3
ATTORNEYS FOR APPELLANT: OFFICE OF THE ATTORNEY GENERAL
BY: GEORGE W. NEVILLE
JACQUELINE H. RAY
DONALD L. KILGORE
D. RONALD MUSGROVE
MICHAEL SHELTON SMITH, II
WILSON DANIEL “DEE” MILES, III
H. CLAY BARNETT
ALISON DOUILLARD HAWTHORNE
JESSE MITCHELL, III
ATTORNEYS FOR APPELLEES: JEFFREY SCOTT NEWTON
ROBERT F. WALKER
D. STERLING KIDD
NATURE OF THE CASE: CIVIL - OTHER
DISPOSITION: AFFIRMED AND REMANDED - 08/09/2018
MOTION FOR REHEARING FILED:
MANDATE ISSUED:
EN BANC
BEAM, JUSTICE, FOR THE COURT:
¶1. This matter stems from a lawsuit filed by the State of Mississippi against the
defendant pharmacies. The State alleges deceptive trade practices and fraudulent reporting
of inflated “usual and customary” prices in the defendant’s reimbursement requests to the
Mississippi Department of Medicaid. The State argues that Walgreens, CVS, and Fred’s
pharmacies purposefully misrepresented these prices to obtain higher prescription drug
reimbursements from the State of Mississippi. Finding that the circuit court was better
equipped to preside over this action, Chancellor Lundy of the DeSoto County Chancery
Court transferred the matter to the DeSoto County Circuit Court in response to the
defendants’ request. Aggrieved, the State timely filed its interlocutory appeal disputing the
chancellor’s decision to transfer the cause.
¶2. After a thorough review of the parties’ positions, this Court finds that the chancery
court properly could have retained the action, but that the chancellor correctly used his
discretion to transfer the case, allowing the issues to proceed in front of a circuit-court jury.
As a result, we affirm the chancellor’s decision.
FACTS AND PROCEDURAL HISTORY1
I. Underlying Action
¶3. The State filed suit against Walgreens, CVS, and Fred’s pharmacies on September 30,
2016.2 Through its complaint, the State detailed the complexities of Mississippi’s Medicaid
reimbursement program which led to the Legislature’s creation of the Department of
Medicaid (DOM). As the State explains, the Department was created to administer the
Mississippi Medicaid program and to pay for the prescription drugs of individuals covered
under the plan. Rather than reimbursing Medicaid recipients for eligible prescriptions
directly, those recipients fill their medications with a pharmacy of their choice, and the
dispensing pharmacies later request reimbursement from DOM.
¶4. Upon receipt of a pharmacy’s request for reimbursement, DOM applies one of four
statutory and federally approved reimbursement formulas to determine how the State will
reimburse the provider for the Medicaid participant’s prescription. The formulas include
separate price indices from which the State may calculate its reimbursement. From those
1
The State’s individual interlocutory appeals against Walgreens, CVS, and Fred’s
have been consolidated by this Court.
2
The docket indicates that the State filed suit on June 28, 2016, and withdrew its
initial complaint on September 30, replacing it with this, its First Amended Complaint.
5
indices, DOM selects the lowest price or rate to determine the reimbursement amount to
remit.
¶5. The State’s complaint against the pharmacies concerns only one of the indices: the
“usual and customary charge” (UC). This rate identifies the amount which
providers–including the retail pharmacies at issue–are required to report. The Mississippi
Division of Medicaid Provider Billing Handbook defines the UC price as “the amount
charged by the provider for the same service when provided to private-pay patients.” The
Mississippi Division of Medicaid refers to this as the “charge to non-medicaid patients” and
previously has explained that this is the same as the price charged to a cash-paying customer.
¶6. Neither party disputes that the defendants–as retail pharmacies dispensing drugs to
Medicaid customers–have entered into Medicaid Provider Agreements with the Mississippi
Division of Medicaid. The State argues that, through these agreements, the defendants have
agreed to comply with all state and federal Medicaid laws, including the conditions outlined
for drug-claims payments. Because the pharmacies were aware of the State’s definition of
UC and voluntarily have entered into these provider agreements, the State claims that the
pharmacies are bound by Mississippi Division of Medicaid’s UC definition as well as the
price reporting requirements implemented by the State.
¶7. Although the pharmacies are both aware of and bound to the UC price-reporting
requirement, the State asserts that the defendants do not report their discount drug program
prices3 as their UC prices. Rather, the pharmacies report the full price they might charge,
3
Like the vast majority of pharmacy chains across the country, the defendants
implemented discounted drug programs which offer thousands of commonly prescribed
6
before applying their program’s discount. Because the discounted price is the amount
charged to “non-Medicaid” or “cash paying” patients, the State argues that the pharmacies
should report these lower, discounted amounts as their UC prices for the drugs on the
discount drug list. Instead, the defendants have continued to report much higher UC prices
than their everyday discounted prices, causing Mississippi Medicaid to reimburse the
pharmacies at a much higher rate.
¶8. The State claims that by disregarding the everyday, discounted prices regularly
charged to private-pay, non-Medicaid patients, the defendants have continued to submit false
UC prices, amounting to fraudulent claims for reimbursement, causing the State to remit
excessive Medicaid payments to the pharmacies. The State argues that by knowingly and
willingly submitting these inaccurate prices, and then fraudulently concealing the true UC
prices for the drugs, the defendants violated the Mississippi Medicaid Fraud Act (Mississippi
Code Section 43-13-201, et seq.), causing the State to suffer actual damages.
¶9. Further, the State argues these same actions constitute unfair and deceptive practices
in violation of the State’s Consumer Protection Act (Mississippi Code Section 75-24-1, et
seq.). Because the defendants knew or should have known that the State would rely on their
misrepresentation of the UC prices, their deceptive practices caused the State to suffer actual
damages in the form of gross overpayments for prescription drugs. The State requests relief
from this burden under Mississippi Code Sections 75-24-9 and 75-24-11, praying for
restitution, civil penalties, and injunctive relief.
drugs at prices ranging from $4 to $15. These prices are offered to customers regardless of
Medicaid participation.
7
¶10. Citing the defendants’ misrepresentations and the damage caused by their inflation of
their UC prices, the State also presents claims of fraud and unjust enrichment. As a result,
the State requests restitution under both claims.
¶11. Of note is the State’s prayer for relief, which has become the impetus for the
jurisdictional arguments on appeal. The State requested that the chancery court grant the
following relief against the defendants:
(1) an order enjoining the Defendants from continuing the fraudulent,
deceptive and/or unfair acts or practices complained of herein, and requiring
correcting measures;
(2) an award of compensatory damages to the State in such amount as is
proved at trial;
(3) an award of actual damages;
(4) an award of all civil penalties provided for by statute;
(5) an award of punitive damages;
(6) an accounting of all profits or gains derived in whole or in part by the
Defendants through their fraudulent, unfair and/or deceptive acts or practices
complained of herein;
(7) a constructive trust of the moneys illegally and impermissibly obtained
from the Defendants’ scheme;
(8) an order imposing a constructive trust on and/or requiring disgorgement by
the Defendants of all profits and gains earned in whole or in part through the
fraudulent, unfair and/or deceptive acts or practices complained of herein;
(9) an award of attorney fees, costs, and prejudgment interest; and
(10) such other and further relief as the Court may deem appropriate and just.
8
With a combination of equitable and legal requests–including injunctive relief, a constructive
trust, and actual and punitive damages–the State filed this complaint in the DeSoto County
Chancery Court, alleging proper venue and jurisdiction based on the defendants’ ties to
Mississippi, the business regularly conducted in DeSoto County, and the power provided
through Mississippi Constitution Article VI, Section 159.4
II. Procedural History
¶12. The defendants timely responded to the September 30, 2016, complaint with
individual answers and motions to transfer the suits to circuit court. In their motions to
transfer, the defendants argued that jurisdiction is proper in the DeSoto County Circuit Court
because the State’s complaint primarily seeks legal relief through legal claims and
arguments. Additionally, they claimed that failing to transfer the matter to circuit court
would deprive the pharmacies of their constitutional right to a jury trial.5
4
The chancery court shall have full jurisdiction in the following matters and cases,
viz.:
(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;
(f) All cases of which the said court had jurisdiction under the laws in force
when this Constitution is put in operation.
Miss. Const. art. 6, § 159.
5
Alternatively, Fred’s claims that if the court fails to find that the circuit court has
jurisdiction over the suit, then the DeSoto County Chancery Court is the inappropriate venue
and the matter against the pharmacy should be transferred to the Lauderdale County
Chancery Court.
9
¶13. In their motion-briefs, the defendants supported their arguments for transfer by
distinguishing the coverage of two courts. Noting the chancery’s limited jurisdiction, the
defendants explained that the general jurisdiction of the circuit court is a better forum for the
legal claims at issue. The defendants argued that, because the State’s requested relief is not
purely equitable and is connected to a contractual relationship, retaining the action in the
chancery court would deprive the defendants of their right to a jury trial simply by a choice
of forum. Arguing that the “driving thrust of the State’s action is to recover money
damages,” the defendants asserted that, regardless of the State’s equitable claims for
injunctive relief and a constructive trust, the substance of the amended complaint requires
that the case proceed in the circuit court.
¶14. Importantly, the defendants asserted that, although the State’s complaint does not
specifically include a count for breach of contract, a careful and comprehensive review
shows that the State’s allegations clearly are connected to a contractual relationship or other
claims tied to questions of law. The defendants used this conclusion to argue that the court
should look to the substance of the State’s complaint, identifying the legal nature of its
claims, and allowing the matter to proceed before a circuit court jury.
¶15. Finding these arguments convincing, Judge Lundy granted the defendants’ request on
February 16, 2017. In his order, the chancellor acknowledged that, although the State seeks
some equitable relief from the court, the substance of its claims involve the recovery of
compensation through actual and punitive damages. With deference to the Mississippi
Constitution’s inviolate right to a “trial by jury” (Miss. Const. art. 3, § 31), the judge found
10
that when claims are connected to a contractual relationship or are otherwise tied to a
question of law, such questions of both law and equity are more appropriately presented in
circuit court. With the substance of the State’s complaint being legal with ancillary equity
claims, the judge ordered the matter to be transferred from his court.
¶16. Aggrieved, the State filed a motion for reconsideration of the court’s order
transferring venue to the DeSoto County Circuit Court.6 The State reiterated that it was not
asserting a breach of contract, but only that the pharmacies had violated Mississippi statutory
and common law by presenting fraudulent claims to the State for reimbursement. The State
argued that, while a contract may exist, it never pleaded any facts necessary to establish a
breach-of-contract cause of action, and that relying on the absence of such facts to establish
jurisdiction in the circuit court is inappropriate.
¶17. Notably, the State included citation to Mississippi Code Section 75-24-9 in its
argument for reconsideration, averring that under this statute, the chancellor’s transfer of the
matter to the circuit court served to deprive the Attorney General of his constitutional
authority to seek an injunction under the Mississippi Consumer Protection Act (MCPA).
Citing this Court’s decision in State of Mississippi v. McKesson Corp., No. 2011-M-01066
(Miss. Dec. 15, 2011) for support, the State claimed that it is constrained to file its MCPA
injunction anywhere other than chancery court. Arguing that the statute is jurisdictional, the
6
Interestingly, the parties dispute whether the transfer to circuit court was one of
venue or jurisdiction. While the chancellor’s order mentioned neither venue nor jurisdiction
in his explanation of the transfer, the court’s docket referred to the order as one transferring
venue. The State alleges that the chancellor’s transfer was jurisdictional while the
defendants argue that the order was made for purposes of venue.
11
State claimed that for the Attorney General to seek relief under the MCPA, the statutes and
the Mississippi Supreme Court require that such claims must be presented in chancery court,
and nowhere else.
III. Interlocutory Appeal
¶18. After thirty days, the chancery court failed to rule on the State’s motion for
reconsideration and the request was deemed denied on March 29, 2017. Three weeks later,
the State filed its petitions for interlocutory appeal. While many of the issues raised by the
State were identical to those presented at the trial level, one new issue–not discussed by the
chancellor7–was more thoroughly detailed by the State on appeal: whether Mississippi Code
Section 75-24-9 is jurisdictional and establishes the Attorney General’s authority to seek an
MCPA injunction in the chancery court. This is the central issue which governs our analysis
below.
ANALYSIS
I. Does the chancellor’s decision to transfer the State’s case to the
circuit court conflict with the statutory requirement and the
Mississippi Supreme Court’s ruling that the Attorney General shall
seek injunctive relief under the Mississippi Consumer Protection
Act in chancery court?
7
The defendants argue that because the chancellor did not address this issue, it is not
properly before the Court on appeal. The State did, however, include the argument in its
motion for reconsideration. The motion was deemed denied without response from the
chancellor after thirty days had passed without an order from the court. Further, the State
briefly recited the language of Section 75-24-9 during argument on the defendant’s motion
to transfer. Although the McKesson order was not mentioned at the hearing, the core
argument was presented for the chancellor’s review and is properly before this Court.
12
¶19. In its briefs on appeal, the State reiterates that it seeks both legal and equitable
remedies through the Attorney General. Because both remedies exist in a single action,
jurisdiction properly rests in either chancery or circuit court. See Miss. Const. art. 6, § 157,
162. However, because the complaint was filed by the Attorney General and involves a
claim for injunctive relief, the jurisdictional provision of the MCPA under Mississippi Code
Section 75-24-9 dictates that such an action shall be brought in chancery court in certain
counties. The state argues that, by transferring the matter to the circuit court, the chancellor
ignored the mandates of Section 75-24-9, dismissed this Court’s holding in State of
Mississippi v. McKesson Corporation, and effectively stripped the Attorney General of his
ability to enforce provisions of the MCPA.
A. Standard of Review
¶20. The State’s first issue on interlocutory appeal asks both jurisdictional and statutory
questions. “Jurisdiction is a question of law which this Court reviews de novo.” Germany
v. Germany, 123 So. 3d 423, 427 (Miss. 2013) (citing Trustmark Nat’l Bank v. Johnson,
865 So. 2d 1148, 1150 (Miss. 2004)). Accordingly, “[t]he standard of review for a ruling on
a motion to transfer from chancery court to circuit court, or vice-versa, for lack of
subject-matter jurisdiction is also de novo.” Id. (citing Union Nat’l Life Ins. Co. v. Crosby,
870 So. 2d 1175, 1178 (Miss. 2004)). In issues concerning statutory interpretation, this court
applies the de novo standard, as well. Nelson v. City of Horn Lake ex. rel. Bd. of Aldermen,
968 So. 2d 938, 942 (Miss. 2007). Therefore, we review the matter, in its entirety, de novo.
B. Section 75-24-9 and the Court’s McKesson Order
13
¶21. To illustrate their position that the chancellor erred by transferring the matter to the
circuit court, the State reiterates that the chancery court “shall have full jurisdiction [over]
. . . [a]ll matters in equity.” Miss. Const. art. 6, § 159. Although the chancery court enjoys
limited jurisdiction, see Hall v. Corbin, 478 So. 2d 253, 255 (Miss. 1985), the State argues
that the chancery court is permitted to exercise jurisdiction over cases involving both legal
and equitable relief. See Leaf River Forest Prods., Inc. v. Deakle, 661 So. 2d 188, 193
(Miss. 1995) (“Where the chancery court has exercised its equity jurisdiction, it may proceed
to a complete adjudication of the suit and award all appropriate legal and equitable
remedies.”). Here, because the chancery court is situated properly to adjudicate fully the
several equitable matters in this action, the State claims that the court may proceed to
adjudicate all other legal questions as well. Moreover, because the chancery court is
particularly suited to address the State’s requests for an injunction, statutory civil penalties,
a constructive trust, and an accounting of all profits/gains, the State argues that its additional
request for legal damages should in no way divest the chancery court of its proper
jurisdiction.
¶22. To further support its appeal, the State claims that Mississippi Code Section 75-24-9
requires the case to move forward in chancery court. The statute provides that
Whenever the Attorney General has reason to believe that any person is using,
has used, or is about to use any method, act or practice prohibited by Section
75-24-5, and that proceedings would be in the public interest, he may bring an
action in the name of the state against such person to restrain by temporary or
permanent injunction the use of such method, act or practice. The action shall
be brought in the chancery or county court of the county in which such
person resides or has his principal place of business, or, with consent of the
parties, may be brought in the chancery or county court of the county in
14
which the State Capitol is located. The said courts are authorized to issue
temporary or permanent injunctions to restrain and prevent violations of this
chapter, and such injunctions shall be issued without bond.
Miss. Code Ann. § 75-24-9 (Rev. 2016) (emphasis added). Titled “Injunctive Relief,” this
section of the MCPA provides for the Attorney General’s authority to prevent the “unfair
methods of competition and unfair or deceptive trade practices” prohibited by the Act. Miss.
Code Ann. § 75-24-5 (Rev. 2016). The State claims that, through this provision, the
jurisdiction conferred upon the chancery court by the equitable claims in the suit is also
required through this mandate of the MCPA.
¶23. The State concedes that the statute involves some language pertaining to venue,
though it argues that the provision ultimately establishes the Attorney General’s statutory
authority to seek MCPA injunctions, exclusively in either county or chancery court. It claims
that by moving the matter to the circuit court, the Attorney General will no longer be able to
seek an injunction under the Act, and his constitutional authority to seek remedies for the
citizens of this state will be stripped from his hands and absorbed by the court. According
to the State, this makes the circuit court an impermissible option under the law.
¶24. To support this argument, the State cites this Court’s order and ruling in State of
Mississippi v. McKesson Corp., No. 2011-M-01066 (Miss. Dec. 15, 2011). There, the
Attorney General filed a claim for injunctive relief in the circuit court under the MCPA,
though he made no direct claim for an injunction under Section 75-24-9. In an order
authored by now-Presiding Justice Kitchens, the Court denied McKesson’s petition to
15
transfer the matter to the chancery court, and instead dismissed the State’s claims for
injunctive relief and ordered the matter to proceed in circuit court.
¶25. Much like this case, the issues on interlocutory appeal in McKesson surrounded
whether the circuit or chancery court assumed jurisdiction over an injunction filed by the
Attorney General under the provisions of the MCPA. Unlike this case, however, the Court
found that the State claimed equitable relief in the form of an injunction, though it never
actually requested that the trial court grant an injunction against the defendant. Finding that
the State’s complaint had failed to request the appropriate action from the trial court, the
Court determined that the State had abandoned its MCPA claim and thereby ordered the case
to proceed in circuit court without the ill-pleaded injunctive requests.
¶26. The State argues that this order supports the position that if an injunction is requested
under Section 75-24-9, it must be filed in the chancery court. We find the State’s argument
misses the mark and that the McKesson order does nothing to support either party’s position
on appeal. While the underlying issues and the question before the Court were the same as
those presented today, the McKesson Court properly moved past the issue of whether the
statute required the case to be transferred and instead issued a ruling dismissing the
improperly pleaded counts in the State’s complaint. This decision answered the question of
whether that matter should be transferred without actually determining whether the statute
required the matter to be heard in chancery court. The McKesson order simply is not
applicable to the matter before us.
16
¶27. Turning to the language of the statute, the defendants argue that Section 75-24-9 does
not require the action to remain in chancery court because it concerns venue, not jurisdiction.
As distinct matters, venue refers to the place where an action is to be heard and is largely a
function of statute. M.R.C.P. 82. Jurisdiction, however, is governed by the Mississippi
Constitution. See Miss. Const. art. 6, § 156, 157, 159-62. The defendants claim that nothing
in the statute’s text or its legislative history suggests the provision is anything more than a
venue statute. Instead, the statute presumes that such equitable claims will be brought in the
state’s court of equity and indicates not whether chancery court should have jurisdiction, but
which county’s chancery court shall have venue over the matter.
¶28. Although we find this explanation deficient in some respects, we agree that the statute
does nothing more than presume that an MCPA injunction, standing alone, will be filed in
county or chancery court. Through the Mississippi Constitution, the chancery court’s
jurisdiction is limited to specific areas, including “all matters in equity.” Miss. Const. art. 6,
§ 159 (a). As a result, injunctions like the one in question must be filed in the chancery court.
Here, jurisdiction would attach through the equitable claims presented by the State, including
the Section 75-24-9 injunction request. However, as the defendants correctly point out, when
the complaint is considered as a whole, the thrust of the State’s case clearly is legal in nature,
restricting the limited jurisdiction of the chancery.
¶29. We recognize the importance of the State’s request for remedies, including an
accounting and a constructive trust, which typically require the chancellor’s equitable review,
and we certainly do not intend to devalue that importance here. But an application of the
17
State’s equitable claims is not enough to limit jurisdiction to the chancery court; not even
through the application of Section 75-24-9. We have held that chancery courts maintain “the
discretion to award legal and even punitive damages as long as” their jurisdiction has
attached. Southern Leisure Homes, Inc. v. Hardin, 742 So. 2d 1088, 1090 (Miss. 1999).
Though, in matters like the one before us today, “it 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.” McDonald’s
Corp. v. Robinson Indus., Inc., 592 So. 2d 927, 934 (Miss. 1991); see also Hardin, 742 So.
2d at 1090; Union Nat’l Life Ins. Co. v. Crosby, 870 So. 2d 1175, 1182 (Miss. 2004).
¶30. We reiterated this position in Era Franchise Systems, Inc. v. Mathis, 931 So. 2d 1278
(Miss. 2006). There, we noted that “equitable claims are more appropriately brought before
a circuit court when they are connected to a contractual relationship or other claims tied to
questions of law.” Mathis, 931 So. 2d at 1283 (citing Copiah Med. Assocs. v. Mississippi
Baptist Health Sys., 898 So. 2d 656, 661 (Miss. 2005); Crosby, 870 So. 2d at 1175; RE/Max
Real Estate Partners v. Lindsley, 840 So. 2d 709 (Miss. 2003)). In Mathis, Venit Mathis
filed a complaint against multiple defendants alleging various claims, framed as a derivative
action on behalf of REP–an organization in which he alleged to have a fifty-percent stake.
Like the State in the matter before us, Mathis pleaded several causes of action and prayed for
both legal and equitable relief. After the chancery court determined that it would be best to
bifurcate the action, leaving the equitable claims in chancery court and transferring the legal
claims to the circuit court, the defendants appealed. This Court reviewed the matter and
18
determined that the chancellor had committed reversible error. Mathis, 931 So. 2d at 1283-
1284. Following our holding in Crosby (stating that where a complaint seeks both actual and
punitive damages, the “remedy is clearly legal rather than equitable in nature,” Crosby, 870
So. 2d at 1179), we determined that the circuit court’s general jurisdiction is better suited to
try a case when doubt exists as to whether the claims are equitable or legal. Mathis, 931 So.
2d at 1282 (citing Burnette v. Hartford Underwriters Ins. Co., 770 So. 2d 948, 952 (Miss.
2000)). Finding that Mathis’s action revolved around issues stemming from contractual
obligations not met by the defendants, we reversed the chancellor’s decision denying the
defendant’s motion to transfer the matter to the circuit court. Id. at 1283.
¶31. Similarly, in the often-cited Crosby case, the plaintiffs brought an action to recover
against the defendants for several common-law and statutory claims8 arising out of sale of
insurance policies and allegedly exorbitant premiums. Crosby, 870 So. 2d 1175 (Miss. 2004).
Although the plaintiffs requested a constructive trust, an accounting, and injunctive relief,
the defendants claimed that the complaint sounded in tort and contract law–not equity–and
requested the case be transferred to circuit court. Reviewing the matter on interlocutory
appeal, this Court reversed the chancellor’s denial of the defendant’s motion to transfer, and
determined that “each and every one of Crosby’s claims, even the equitable claims of unjust
enrichment and constructive trust, arise from the sale and alleged breach of an insurance
contract.” Id. at 1182. We noted that an argument alleging otherwise
8
Claims included fraud, fraudulent inducement, breach of duty of good faith and fair
dealing, tortuous breach of contract, breach of fiduciary duty, assumpsit, unjust enrichment,
negligence, gross negligence, violation of the MCPA, and conversion.
19
ignores the fact that, unless there was a contractual relationship between Union
National and Crosby, she would have no claims arising from the sales,
administration and service of the insurance policy. . . .The alleged
mismanagement and misappropriation of premium money concerns Crosby’s
contractual duty to pay for the insurance policy and Union National to provide
her coverage.
Id.
¶32. This analysis is directly applicable to the State’s claims against the pharmacies. While
it is true that the State’s complaint does not plead the facts necessary to establish a breach-of-
contract cause of action, we must look to “the substance, and not the form” of the claims in
our resolution of a matter. Copiah Med. Assocs., 898 So. 2d at 661. With the State’s single
theory of wrongdoing arising from the defendant’s obligations under the Medicaid provider
agreements, the State’s decision to omit a breach-of-contract claim in no way affects the
complaint’s substance: the claims asserted and the relief requested present legal arguments
and legal remedies. Moreover, much like Crosby and Mathis, the heart of the complaint
concerns a provider agreement (a contract), its terms, and the parties who failed to abide by
the arrangement. While the equitable issues pleaded are relevant and not to be ignored, the
legal issues which flowed from the pharmacies’ alleged inflated reimbursement requests
predominate the State’s claims and requests for relief. As a result, jurisdiction properly lies
in the circuit court.
¶33. Putting aside the State’s requests for restitution, accountings, constructive trusts, and
injunctions, the complaint prays for millions of dollars in actual and punitive damages based
on the defendants’ alleged unwillingness to comply with the signed provider agreements.
Whether the State disagrees that the basis of these complaints sounds in contract is of no
20
moment. Rather, as most of the claims are legal in nature, the circuit court is the appropriate
forum to rule on the matter.
¶34. This decision in no way strips the Attorney General of his constitutional authority to
pursue an injunction. Rather, it allows the State fully and fairly to pursue all claims against
the defendants, while providing the defendants with an opportunity to have those issues
presented to a jury.9 The State, therefore, should fully and ably proceed with its complaint
in circuit court.
C. Whether a Section 75-24-9 injunction may be obtained
in the circuit court.
¶35. As noted above, chancery courts of this state are permitted to hear such legal claims
when accompanied by equitable issues, though an application of the circuit court’s pendant
jurisdiction is particularly consequential in this action: a jury trial is warranted in this high-
stakes suit and only the circuit court can ensure the defendant’s jury request is granted. We
find that, through a proper application of his discretion, the chancellor did not err in his
decision to transfer the matter, and any apparent conflict with this decision and the Section
75-24-9 provision is inconsequential. Accordingly, an injunction under Mississippi Code
Section 75-24-9 may be obtained in circuit court when the original court or the transferring
court considers it appropriate under the circumstances.
9
See Riverboat Corp. of Mississippi v. Harrison Cty. Bd. of Supervisors, 198 So. 3d
289 (Miss. 2016), and Edmonds v. State, 234 So. 3d 286 (Miss. 2017) (confirming that the
right to a jury trial exists in civil matters). See also KD Hattiesburg 1128, Inc. v. Turtle
Creek Crossing, LLC, 237 So. 3d 157, 164 (Miss. 2018) (affirming the circuit court’s
retention of the matter and resolving that the plaintiff’s “right to a jury trial would be
infringed upon if this case were heard in chancery court”).
21
II. Did the DeSoto Chancery Court’s failure to grant the State’s
Motion for Reconsideration constitute an abuse of discretion?
¶36. In its second issue, the State claims that the chancery court’s refusal to reverse its
decision transferring the matter to circuit court was an abuse of discretion. Reiterating
claims that the language of Mississippi Code Section 75-24-9 unambiguously confers
jurisdiction on the chancery court, and that the Court in McKesson reenforced this fact in its
2011 order, the State claims that the trial court erred and its decision should be reversed.
¶37. The grant or denial of a motion for reconsideration is reviewed under an
abuse-of-discretion standard. City of Jackson v. Internal Engine Parts Grp., Inc., 903 So.
2d 60, 66 (Miss. 2005). Mississippi Rule of Civil Procedure 60(c) provides that a Rule 60
motion shall be deemed denied if the “court fails to rule on the motion for reconsideration
within thirty (30) days of the date of filing,” M.R.C.P. 60(c). Under this rule, the party
making the motion must make clear that any disputed order contains either clerical mistakes
to be corrected by the court, or other inadvertent mistakes, newly discovered evidence, fraud,
or other specifically outlined errors. M.R.C.P. 60(a), (b).
¶38. Having reviewed the State’s motion for reconsideration, it is clear that the motion is
largely a regurgitation of the claims made in its complaint and at the hearing on the
defendant’s motion to transfer. Accordingly, we find that the chancellor’s denial of the
State’s motion was well within his discretion.
CONCLUSION
¶39. Applying its broad discretionary powers, the DeSoto County Chancery Court properly
determined that a jury trial was appropriate in this case and transferred the matter to the
22
circuit court for resolution. Such a decision did not strip the Attorney General of his power
to pursue an injunction under the MCPA, and he may pursue such a claim in the circuit court.
Accordingly, the chancellor’s order is affirmed.
¶40. AFFIRMED AND REMANDED.
WALLER, C.J., RANDOLPH AND KITCHENS, P.JJ., KING, COLEMAN,
MAXWELL, CHAMBERLIN AND ISHEE, JJ., CONCUR.
23
State of Mississippi v. Walgreen Co.
Combined Opinion