Defender Properties, Inc. v. Doby
| Decision Date | 02 March 1992 |
| Docket Number | No. 23585,23585 |
| Citation | 415 S.E.2d 383,307 S.C. 336 |
| Court | South Carolina Supreme Court |
| Parties | , 60 USLW 2620 DEFENDER PROPERTIES, INC., Respondent, v. C. Coleman DOBY, Appellant. |
John P. Henry and Emma Ruth Brittain, both of Thompson, Henry, Gwin, Brittain and Stevens, P.A., Conway, for appellant.
E. Russell Jeter, Jr., and Joseph D. Walker, both of the McNair Firm, Columbia, for respondent.
Appellant C. Coleman Doby, a minority shareholder of Respondent Defender Properties, Inc. (Defender), appeals from a circuit court order denying his motion for a jury trial in a stock valuation suit. We affirm.
Defender had three shareholders and 58,824 shares of common stock outstanding. Doby owned 8,824 shares and the remaining 50,000 shares were held by two other shareholders. Doby dissented to a planned merger of Defender and Kimco Properties, Inc., and asserted dissenter's rights under S.C.Code Ann. § 33-13-200 (1990), as amended. The merger was approved by the majority shareholders. Subsequently, Defender offered to purchase Doby's stock at ten cents per share. Doby rejected the offer and, pursuant to Section 33-13-280, filed a demand for payment at $1,133.27 per share.
On January 24, 1991, Defender instituted this action for judicial appraisal of shares, non-jury, pursuant to Section 33-13-300. Doby answered and counterclaimed for a jury trial. The circuit judge denied Doby's request for trial by jury. This appeal followed.
The sole question on appeal is whether the circuit judge erred in denying a jury trial on the issue of the fair market value of the dissenter's stock.
Doby contends he is afforded the right to trial by jury under the South Carolina Constitution, Art. I, § 14, alleging that the action involves factual legal issues and is governed by Section 33-13-300.
Defender asserts first, that in enacting Section 33-13-300, the legislature intended for determinations of fair market valuation of stock to be made by a judge and not a jury. Secondly, Defender alleges that valuation of a dissenter's stock is an action in equity and, as such, is triable by a judge without a jury. We agree.
The South Carolina Constitution, Art. I, § 14, provides that the right to trial by jury shall be preserved inviolate. Our Court has interpreted this provision to mean that such right shall be preserved only in those cases in which the parties were entitled to jury trials under the law or practice existing at the time the Constitution was adopted. See Pelfrey v. Bank of Greer, 270 S.C. 691, 244 S.E.2d 315 (1978); C.W. Matthews Contracting v. S.C. Tax Com'n, 267 S.C. 548, 230 S.E.2d 223 (1976); State v. Gibbes, 109 S.C. 135, 95 S.E. 346 (1918).
In the absence of pre-constitutional statutes or common law cases addressing this issue, we turn to Santee Oil Co., Inc. v. Cox, 265 S.C. 270, 272, 217 S.E.2d 789, 791 (1975), the gravamen of which concerned the method of determining stock valuation. The Court found it unnecessary to decide whether or not that statutory proceeding was purely and exclusively one in equity. However, in determining its scope of review, the Santee Court held that the proceeding was essentially equitable in nature. See also Metromont Materials Corp. v. Pennell, 70 S.C. 9, 18, 239 S.E.2d 753, 758 (1977).
The constitutional declaration that a right to trial by jury shall remain inviolate does not apply to cases within the equitable jurisdiction of the court. Historically, this Court has held that shareholder derivative actions fall under the equitable jurisdiction of the court, and a party is not entitled to a jury trial as a matter of right. Collier v. Green, 244 S.C. 367, 137 S.E.2d 277 (1964).
Doby relies upon Johnson v. Spartanburg County Fair Ass'n, 210 S.C. 56, 41 S.E.2d 599, 603 (1947), wherein an action to determine the fair market value of stock is...
To continue reading
Request your trial
-
Keane v. Lowcountry Pediatrics, P.A.
...by a dissenting shareholder constitutes a proceeding in equity to be tried by a judge without a jury. Defender Props., Inc., v. Doby, 307 S.C. 336, 338, 415 S.E.2d 383, 384 (1992). In an action in equity referred to a master, the appellate court may view the evidence to determine facts in a......
-
Lester v. Dawson
...whether an action is legal or equitable; there is no right to trial by jury for equitable actions. See, e.g., Defender Properties, Inc. v. Doby, 307 S.C. 336, 415 S.E.2d 383 (1992) (action to determine fair market value of a stock treated as action in equity with no right to a jury trial). ......
-
Belk of Spartanburg, SC v. Thompson, 3040.
...of the evidence. Metromont Materials Corp. v. Pennell, 270 S.C. 9, 239 S.E.2d 753 (1977). See also Defender Properties, Inc. v. Doby, 307 S.C. 336, 415 S.E.2d 383 (1992). II. Trial Court's On appeal Thompson argues the trial court's valuation was incorrect because the evidence demonstrated ......
-
Loyola Federal Sav. Bank v. Thomasson Properties, 2317
...claim against Thomasson is legal in nature. If the claim is equitable, there is no right to a jury trial. Defender Properties, Inc. v. Doby, 307 S.C. 336, 415 S.E.2d 383 (1992). Indemnity is that form of compensation in which a first party is liable to pay a second party for a loss or damag......
-
"Fair value" as an avoidable rule of corporate law: minority discounts in conflict transactions.
...law); In re Jones & Laughlin Steel Corp., 477 A.2d 527, 527 (Pa. Super. Ct. 1984) (same); Defender Properties, Inc. v. Doby, 415 S.E.2d 383, 384 (S.C. 1992) (deciding an appraisal case under South Carolina law); Hite v. Thomas & Howard Co., 409 S.E.2d 340, 343-44 (S.C. 1991) (same),......