Chris J. Yahnis Coastal, Inc. v. Stroh Brewery Co.
| Decision Date | 01 February 1988 |
| Docket Number | No. 22853,22853 |
| Citation | 295 S.C. 243,368 S.E.2d 64 |
| Court | South Carolina Supreme Court |
| Parties | CHRIS J. YAHNIS COASTAL, INC., a South Carolina corporation, Respondent, v. STROH BREWERY COMPANY, an Arizona Corporation; G. Heileman Brewing Company, Inc., a Corporation; All Brand Importers, Inc., a Corporation; Grand Strand Beverage Corporation, a South Carolina Corporation; Howard G. Oliver, Jr., Individually; and Stevens Corporation, a South Carolina Corporation, Defendants. GRAND STRAND BEVERAGE CORPORATION, a South Carolina Corporation; and Howard G. Oliver, Jr., Defendants and Third-Party Plaintiffs, v. ADOLPH COORS COMPANY, a Corporation; and Pabst Brewing Company, a Corporation, Third-Party Defendants, of whom Grand Strand Beverage Corporation, and Stroh Brewery Company are Appellants, and Chris J. Yahnis Coastal, Inc., and Stevens Corporation are Respondents. . Heard |
Thomas S. Tisdale, Jr., and Timothy W. Bouch, of Young, Clement, Rivers & Tisdale, Charleston, for appellant Stroh Brewery Co.
R.W. Dibble, Jr., of McNair Law Firm, and Robert E. Stepp, of Glenn, Irvin, Murphy, Gray & Stepp, of Columbia, for appellant Grand Strand Beverage Corp. John C. Thompson and Emma Ruth Brittain, of Thompson, Henry & Gwinn, P.A., of Conway, for respondent Yahnis.
A. Hoyt Rowell, III, and Fred Thompson, III, of Scardato & Thompson, of Charleston, for respondent Stevens Corp.
This appeal involves an attempt by a brewer (producer) of beer to exercise, pursuant to S.C.Code Ann. § 61-9-1040(1) (1976), its preemptive right to purchase the interest of a beer wholesaler. The Circuit Court held the attempt ineffective. We affirm.
The Stevens Corporation (Stevens), a licensed wholesaler, distributed beer in the Myrtle Beach area under franchise agreements with several beer producers, including the Stroh Brewing Company (Stroh). In April 1985, Howard Oliver (Oliver), a beer wholesaler in the Myrtle Beach area, approached Stevens about purchasing its assets. Stevens rejected an offer because of reservations about Oliver's financial condition.
In the Fall of 1985, Stevens began negotiating a sale with Chris J. Yahnis (Yahnis), a Florence area wholesaler. On December 9, 1985, Stevens and Chris J. Yahnis Coastal, Inc. (Coastal), a corporation controlled by Yahnis, executed an Asset Purchase Agreement. Under the contract, Stevens agreed to sell Coastal certain assets, including its wholesale distributorship franchise agreements.
During the following week Stevens notified all producers of the proposed sale.
On February 7, 1986, Stroh advised Stevens of its disapproval of the proposed sale to Coastal, and of its intention to exercise rights under § 61-9-1040(1) to purchase the Stevens assets. Stroh further proposed to assign its right-to-purchase to Grand Strand Beverage Corporation (Grand Strand), a wholesale distributorship to be formed by Oliver.
Notwithstanding Stroh's opposition, Stevens sold its assets to Coastal on April 5, 1986.
When informed of the sale, Stroh, and other producers as well, refused to ship their products to Coastal. Subsequently, Coastal commenced this action for injunctive and monetary relief. It also obtained a temporary injunction (1) preventing Grand Strand from distributing beer of all producers in the litigation, and (2) requiring the producers to ship to Coastal during the pendency of the lawsuit.
Thereafter, the Circuit Court granted motions of Coastal and Stevens for partial summary judgment. It concluded that Stevens' conveyance to Coastal was valid and that the producers' subsequent termination of their wholesaler agreements was invalid.
Stroh and Grand Strand appeal.
It is necessary to an understanding of this litigation that we review the two statutes enacted by the General Assembly which impact upon the rights and obligations of beer producers and beer wholesalers.
The first is § 61-9-1040(1), a 1974 statute. 1 Its obvious purpose is to permit a wholesaler to sell and transfer his franchise agreement to a purchaser for the highest and best price on the open market while, at the same time, affording a producer the means whereby it can protect itself against a purchaser whom it may deem undesirable.
The concern of the producer is served by provisions which give to it the right to preempt any proposed sale of the wholesaler's business by offering to purchase that business "upon the same terms and conditions as such interest would have been transferred to the prospective purchaser."
In short, § 61-9-1040(1) assures a selling wholesaler the highest market value of his business, while giving to the producer an option to either purchase the business itself on matching terms, or continue furnishing beer to the new wholesaler who has purchased the business.
Stroh contends that it has complied with § 61-9-1040(1) and, accordingly, is entitled to an Order requiring Stevens to sell to Stroh's assignee, Grand Strand. Coastal and Stevens disagree, and claim that Stroh has failed in several particulars to comply with material requirements of the statute.
It is not necessary that we review the record to determine this evidentiary dispute. Whether Stroh has complied with § 61-9-1040(1) is rendered moot by S.C.Code Ann. § 61-9-315(b) (Supp.1986). 2 This statute, enacted in 1980, prohibits beer producers from holding "any interest whatsoever in any beer business of any person holding a wholesale permit." 3
Stevens and Coastal contend that the effect of § 61-9-315(b) is to nullify the right of preemptive purchase contained in § 61-9-1040(1). We agree.
Statutes in apparent conflict should, if reasonably possible, be construed so as to allow both to stand and to give effect to each. Powell v. Red Carpet Lounge, 280 S.C. 142, 311 S.E.2d 719 (1984); Stone & Clamp, General Contractors v. Holmes, 217 S.C. 203, 60 S.E.2d 231 (1950). If, however, the statutes are incapable of any reasonable reconcilement, the last statute passed will prevail, so as to impliedly repeal the earlier statute to the extent of the repugnancy. City of...
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