Coves Darden, LLC v. Ibañez, Appellate Case No. 2014-000339

CourtCourt of Appeals of South Carolina
Decision Date17 August 2016
Docket NumberUnpublished Opinion No. 2016-UP-402,Appellate Case No. 2014-000339
PartiesCoves Darden, LLC, Appellant, v. Francisco Jose Garcia Ibañez, Dori Derr, and Half Moon Stables, LLC, Respondents.

Coves Darden, LLC, Appellant,
Francisco Jose Garcia Ibañez, Dori Derr,
and Half Moon Stables, LLC, Respondents.

Appellate Case No. 2014-000339
Unpublished Opinion No. 2016-UP-402


Heard December 10, 2015
August 17, 2016


Appeal From Aiken County
Doyet A. Early III, Circuit Court Judge


M. Baron Stanton, Stanton Law Offices, P.A., of Columbia, for Appellant.

Thomas Roy Young Jr., Law Offices of Tom Young, Jr., PC, of Aiken; and James M. Derr, of Saint Thomas, U.S. Virgin Islands, for Respondents.

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FEW, A.J.: Coves Darden, LLC appeals the circuit court's order granting summary judgment in favor of respondents Francisco Jose Garcia Ibañez,1 Dori Derr, and Half Moon Stables, LLC as to all of Coves Darden's claims. We affirm.

I. Facts and Procedural Background

Coves Darden owns and operates a horse farm in Springfield, South Carolina, in Aiken County. In 2010, Coves Darden entered into employment negotiations with Ibañez—a renowned trainer of the type of horse Coves Darden trained at its farm. At the time, Ibañez trained horses at an academy in Spain. During the negotiations, Ibañez traveled to the United States several times to visit Coves Darden and discuss the possibility of moving to South Carolina to train and ride Coves Darden's horses. Coves Darden paid for Ibañez's travel for each of those visits. On one visit, Coves Darden orally offered Ibañez employment and discussed potential terms of an employment agreement. After making multiple visits, Ibañez accepted the offer and began what he called "a two year sabbatical" from his employer in Spain.

Miguel Coves—a principal of Coves Darden—stated in an affidavit that as part of the agreement, Coves Darden "arranged for and paid for the application for and processing of, the nonimmigrant petition allowing Ibañez to enter the United States." Coves Darden "paid the legal expenses pertaining to this process"—which included hiring an immigration lawyer in Miami, Florida—and "paid for Ibañez's travel expenses from Spain to the United States." The immigration lawyer stated in an affidavit, "Coves Darden hired me to painstakingly assemble an extraordinary visa application for Ibañez. They had me prepare the written terms of the employment to submit in support of the visa application . . . . It was to be effective upon the visa being granted and Ibañez entering the United States." As part of the application, Coves Darden submitted a written employment contract signed by Miguel Coves but not by Ibañez. Ibañez received an "O-1 visa," which "allowed him to work only for Coves Darden."

After obtaining the visa, Ibañez moved to Coves Darden's farm and began working. Approximately four months after arriving in the United States, Ibañez and Coves Darden made plans for Ibañez to enter a competition in Georgia. On the day Ibañez was set to leave for the competition, Coves Darden discovered he had abandoned his residence and left a notice ending his employment. Coves

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Darden soon discovered Ibañez was registered to enter a different competition for Dori Derr, an owner of Half Moon Stables—a competitor of Coves Darden.

Coves Darden filed a complaint against the respondents, asserting claims of breach contract and breach of fiduciary duty against Ibañez, tortious interference with a contract against Derr, and violations of the South Carolina Unfair Trade Practices Act against Derr and Half Moon. During discovery, the respondents sent Coves Darden an interrogatory asking for "the terms and conditions of any alleged oral agreement with . . . Ibañez with respect to the terms and conditions of his employment." Coves Darden responded, "The agreement was not oral. It was a written contract presented to and acknowledged by Ibañez in or before January of 2012, after August of 2011. It states the terms and conditions of the employment contract . . . . It may or may not have been countersigned by him." However, in response to the respondents' request for Coves Darden to "produce the fully executed employment contract," Coves Darden stated it "believes there are none currently responsive" to the request.

The respondents moved for summary judgment as to all claims, and the circuit court held three hearings on the respondents' motion. On the day of the second hearing, Coves Darden filed an amended response to the respondents' interrogatory, explaining "the parties reduced the common terms of the agreement to writing. The written document may or may not have been countersigned by Ibañez. . . . Upon information and belief, the written document was presented to and acknowledged by Ibañez in or before the time of his visa interview in February of 2012." After the third summary judgment hearing, the circuit court issued an order granting summary judgment in favor of the respondents as to all of Coves Darden's claims.

II. Issues on Appeal

(1) Whether the circuit court erred in granting summary judgment in favor of Ibañez as to Coves Darden's breach of contract claim;

(2) Whether the circuit court erred in granting summary judgment in favor of Ibañez as to Coves Darden's breach of fiduciary duty claim;

(3) Whether the circuit court erred in granting summary judgment in favor of Derr as to Coves Darden's tortious interference with a contract claim; and

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(4) Whether the circuit court erred in granting summary judgment in favor of Derr and Half Moon as to Coves Darden's claim that Derr and Half Moon engaged in unfair or deceptive practices in violation of the South Carolina Unfair Trade Practices Act.

III. Breach of Contract

Coves Darden argues the circuit court erred in granting summary judgment as to its breach of contract claim against Ibañez. Specifically, Coves Darden asserts the circuit court erred in finding there is no evidence of a written contract and the oral contract violated the statute of frauds.

Rule 56(c) of the South Carolina Rules of Civil Procedure provides the circuit court shall grant summary judgment if "there is no genuine issue as to any material fact and . . . the moving party is entitled to a judgment as a matter of law." "In determining whether any triable issue of fact exists, the evidence and all inferences which can reasonably be drawn therefrom must be viewed in the light most favorable to the nonmoving party." Quail Hill, LLC v. Cty. of Richland, 387 S.C. 223, 235, 692 S.E.2d 499, 505 (2010) (citation omitted). "However, it is not sufficient for a party to create an inference that is not reasonable or an issue of fact that is not genuine." Town of Hollywood v. Floyd, 403 S.C. 466, 477, 744 S.E.2d 161, 166 (2013).

In its summary judgment order, the circuit court considered Coves Darden's discovery responses in which it claimed the parties had a written contract, stated it could not produce a written contract signed by Ibañez, and later claimed the parties had an oral contract. The court stated, "Regardless of which version the Court accepts, the end result is the same." If the circuit court accepted Coves Darden's original responses, "then the Court [was] left with the conclusion that there was . . . no oral agreement between the parties, and . . . no written agreement signed by [Ibañez]." In the alternative, if the circuit court accepted Coves Darden's amended response in which it claimed the parties had "an alleged oral agreement for employment between two and three years duration, the Court [was] again left with the fact that there [was] no writing signed by [Ibañez] and, therefore, the alleged oral agreement violates the Statute of Frauds and is unenforceable."

First, we find no evidence in the record that Ibañez entered into a written contract with Coves Darden. The record includes a written employment agreement that Coves Darden signed and submitted with the visa application, but Ibañez did not sign the agreement. Although a written contract may be enforceable without being

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signed by both parties if the contract is accepted by the party who did not sign, see, e.g., Peddler, Inc. v. Rikard, 266 S.C. 28, 32, 221 S.E.2d 115, 117 (1975) ("It is not always necessary, in order to give validity to a contract, that it should be signed by both parties; it may be sufficient if it be signed by one party and accepted, held, and acted upon by the other." (citation omitted)), there is no evidence in the record that Ibañez agreed to the written contract. The only evidence connecting Ibañez to the written contract is an affidavit from an immigration lawyer stating Coves Darden "had me go over the employment agreement with Ibañez on the phone . . . and explain the limitations of the visa and the employment agreement with him. I discussed point by point each part of the employment agreement with Ibañez, as part of" Ibañez's preparation for his visa interview with U.S. authorities in Spain. The affidavit did not state Ibañez agreed to or accepted the terms of the written agreement.

Alternatively, Coves Darden claims the parties entered into an oral contract. There is evidence in the record supporting Coves Darden's claim. Miguel Coves filed an affidavit in which he stated, "We entered into an agreement to employ Ibañez to act as an expert equestrian trainer," and described the terms of the agreement. Similarly, Ibañez testified in his deposition that Coves Darden offered him employment, and he explained the same terms Miguel Coves described in his affidavit. He testified during the deposition that in January 2011—after multiple visits to South Carolina—he accepted the proposed terms:

Q: Did you discuss any differences between the two of you over the terms that would be acceptable?

A: No. We continue[d] with the same agreement.

Q: Did you accept the proposed terms on that visit?

A: Yes.

According to Miguel Coves's affidavit, Coves Darden did not begin the visa application...

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