Justia Business Law Opinion Summaries

The Supreme Court granted Dana Medlock's petition for certiorari to determine whether a non-attorney who files a claim in probate court for a business entity engages in the unauthorized practice of law. Upon review, the Supreme Court concluded that a non-attorney may present claims against an estate on behalf of a business without unduly engaging in the practice of law. View "Medlock v. University Health Services" on Justia Law

Petitioner Brian Menezes served as the chief financial officer and interim chief executive officer of Safety Components International, Incorporated (SCI), from 1999 until 2006. SCI was a publicly traded Delaware company with its headquarters and principal place of business located in Greenville, South Carolina. In June 2006, SCI terminated Petitioner. Petitioner sued SCI, alleging, among other things, breach of contract and violation of the South Carolina Payment of Wages Act. A short time after his termination, Petitioner exercised his stock options and became an SCI shareholder. The SCI board of directors entered into merger negotiations with the former International Textile Group (FITG). WL Ross & Company, LLC (Respondents), controlled both SCI and FITG. The SCI Board publicly announced the terms of the merger on August 30, 2006, with the filing of a Form 8-K with the Securities and Exchange Commission (SEC). On September 1, 2006, the SCI Board filed a Joint Proxy Statement/Prospectus (Form S-4) with the SEC. It was clear from the Form S-4, that due to Respondent's ownership role in SCI and FITG, the planned procedures at the 2006 Annual Meeting were a formality. Petitioner argued that Respondents breached their fiduciary duty to SCI's shareholders by approving merger terms which were unfair to SCI shareholders, failing to conduct due diligence regarding the financial condition of FITG, and failing to protect SCI's minority shareholders. On appeal to the Supreme Court, Petitioner argued that the court of appeals erred in its analysis of when a claim for breach of fiduciary duty accrued under Delaware law. The Supreme Court disagreed: "The court of appeals performed a knowledgeable and perceptive analysis of the instant case. However, our review of Delaware law leads us to a different conclusion regarding the efficacy of Petitioner's claim. Thus, we affirm the court of appeals' decision in part, reverse in part, and remand for further proceedings consistent with this opinion." View "Menezes v. WL Ross & Company" on Justia Law

Appellants Thomas and Vera Gladden appealed the trial court's order granting summary judgment to Respondent Palmetto Home Inspection Services, alleging the limit of liability provision in a home inspection contract was unenforceable as violative of public policy and as unconscionable under the facts of this case. Upon review, the Supreme Court concluded that contractual limitation of a home inspector's liability did not violate South Carolina public policy as expressed by the General Assembly and, as a matter of law, was not so oppressive that no reasonable person would make it and no fair and honest person would accept it. Accordingly, the Court affirmed the trial court's order granting summary judgment to the inspector. View "Gladden v. Palmetto Home Inspections" on Justia Law

Robert W. Oskin, Glenn Small, and Freddie Kanos (collectively "Appellants") contested the Master-in-Equity's ruling that the assignment of a note and mortgage on a Myrtle Beach property did not violate the South Carolina Fraudulent Conveyance Statute, and that a payment made to South Carolina Bank & Trust (SCB&T) did not result in a pay-off of the amount due under the note and mortgage. Oskin entered into a contract to broker the sale of Wild Wing Plantation and Golf Course on behalf of Respondent Stephen Johnson (Johnson). The contract obligated Johnson to pay Oskin a finder's fee upon closing. Oskin found a buyer for the property, and the deal was closed. Johnson, however, failed to pay the finder's fee, and Oskin brought suit successfully obtaining a judgment against Johnson. While the breach of contract action was pending, Johnson approached his uncle, Respondent Michael Brown, about jointly purchasing an oceanfront lot and home located in Myrtle Beach. Johnson and Brown co-signed a promissory note to jointly purchase the property. Title to the property was conveyed to Brown and Johnson as tenants in common. In addition to the SCB&T mortgage, the property was later encumbered by a second mortgage lien in favor of Ameris Bank. Initially, Johnson made the monthly interest-only payments on the SCB&T note until early 2008 when he could no longer afford to; Brown paid the remaining monthly payments. Faced with his nephew unable to make payments on the loan, and because the Myrtle Beach property was appraised at a value considerably less than what was owed, Brown's wife Joan Brown formed an LLC to obtain another loan to pay down debt owed to SCB&T. The parties disputed the motive for the formation of the LLC and the subsequent assignment of the note. Oskin's complaint centered enforcement of his judgment for the finder's fee and its subrogation to that of the various banks once notes on the property were reassigned. Finding no error with the Master-in-Equity's ruling, the Supreme Court affirmed. View "Oskin v. Johnson" on Justia Law

Carolina Park Associates, LLC, lost its interest in a parcel of real property through foreclosure. At the foreclosure sale, an affiliate of one of Carolina Park Associates’ members purchased the property. Appellant Republic-Charleston, the managing member of Carolina Park Associates, contended that the circuit court erred when it dismissed claims seeking to impose a constructive trust in the property and when it cancelled a lis pendens filed by Appellants. Upon review, the Supreme Court concluded Appellants failed to state a claim for which imposition of a constructive trust would have been an appropriate remedy because the facts alleged, even viewed in the light most favorable to them, did not present circumstances in which an equitable remedy was required or needed. Moreover, because dismissal of the claims seeking to impose a constructive trust on the Property was proper, cancellation of the lis pendens was proper. View "Carolina Park Associates v. Marino" on Justia Law

Andrew Ballard worked for years crafting a plan for a marina through Warpath Development, Inc., the business he had incorporated for this purpose. He eventually sought the investment and involvement of Tim Roberson, Rick Thoennes, Rick Thoennes, III (collectively, Appellants) to help realize the idea. When the marina did not develop the way the Appellants had hoped, they began to exclude Ballard from involvement with Warpath, leading Ballard to file suit against the individual Appellants and Warpath. The circuit court found Appellants had acted oppressively to Ballard as a minority shareholder and ordered the purchase of Ballard's stock at fair market value. The court also ordered the individual Appellants to place 60,000 shares of Warpath stock in escrow. On appeal, Appellants argued that the facts do not support the court's holdings. Upon review, the Supreme Court affirmed. View "Ballard v. Roberson" on Justia Law

Stephen E. Lipscomb ("Appellant"), the manager of SEL Properties, LLC ("SEL") appealed a jury verdict against him for tortious interference with a contract entered into by SEL with Dutch Fork Development Group, II, LLC and Dutch Fork Realty, LLC (collectively "Respondents"). Appellant contended that he could not be held individually liable in tort for a contract that was breached by SEL. Alternatively, Appellant challenged the jury's award of $3,000,000 in actual damages to Respondents on grounds: (1) that the trial judge erred in charging the jury that lost customers and lost goodwill were elements of damages as there was no evidence of such damages; and (2) that the award was improper and should have been reduced as the actual damages for the tort claim were "coextensive" with or subsumed in the jury's award of actual damages to Respondents for the breach of contract claim against SEL. Upon review, the Supreme Court found that Appellant was entitled to a directed verdict as to the claim of tortious interference with a contract. Accordingly, the Court reversed the jury's award of damages. View "Dutch Fork Development v. SEL Properties" on Justia Law

Appellant RFT Management Co., L.L.C. (RFT) brought this action against respondents Tinsley & Adams, L.L.P. and attorney Welborn D. Adams (collectively, Law Firm) based on their legal representation of RFT during the closing of its purchase of two real estate investment properties in Greenwood County. RFT alleged claims for (1) professional negligence (legal malpractice), (2) breach of fiduciary duty, (3) violation of the South Carolina Unfair Trade Practices Act1 (UTPA), and (4) aiding and abetting a securities violation in contravention of the South Carolina Uniform Securities Act of 2005 (SCUSA). The trial court granted a directed verdict in favor of Law Firm on RFT's causes of action regarding the UTPA and SCUSA, and it merged RFT's breach of fiduciary claim with its legal malpractice claim. The jury returned a verdict in favor of Law Firm on RFT's remaining claim for legal malpractice. RFT appealed, and the Supreme Court certified the case from the Court of Appeals for its review. Upon review of the matter, the Supreme Court affirmed the trial court with respect to all issues brought on appeal. View "RFT Management Co. v. Tinsley & Adams" on Justia Law

The issue before the Supreme Court in this case was whether the Alltel Entities (collectively Petitioners Alltel Communications, Inc. and its regional subsidiaries), were included in the definition of "telephone company" for the purpose of increased license fees in S.C. Code Ann. section 1220-100 (2000). Pursuant to cross motions for summary judgment, the Administrative Law Court (ALC) granted summary judgment in favor of Petitioners, finding that they were not telephone companies for purposes of section 12-20-100. Alternatively, the ALC found that if the statute were ambiguous, Petitioners would prevail under the rule that an ambiguity in a taxing statute must be construed in favor of the taxpayer. Though the court of appeals recognized that the application of section 12-20-100 to Petitioners was not "absolutely clear," it reversed the grant of summary judgment and remanded the matter to the ALC for additional fact finding. Upon review, the Supreme Court reversed the court of appeals and reinstated the ALC's grant of summary judgment in favor of Petitioners. The term "telephone company" was not a defined term and its application to Petitioners was "doubtful." The presence of an ambiguity in a tax assessment statute requires that a court resolve that doubt in favor of the taxpayer. View "Alltel v. SCDOR" on Justia Law

Milliken & Company sued Brian Morin after he resigned from the company and started a new venture using Milliken's proprietary information. The primary basis of the suit was that Morin breached the confidentiality and invention assignment agreements he signed when he started working for Milliken. A jury found for Milliken, and the court of appeals affirmed. The Supreme Court granted certiorari to review the narrow issue of whether these agreements are overbroad as a matter of law. Upon review, the Court held that they were not and affirmed as modified. View "Milliken & Company v. Morin" on Justia Law