Georgetown Mfg. and Warehouse Co. v. South Carolina Dept. of Agriculture by Tindal, 1480
| Decision Date | 21 February 1990 |
| Docket Number | No. 1480,1480 |
| Citation | 392 S.E.2d 801,301 S.C. 514 |
| Parties | GEORGETOWN MANUFACTURING AND WAREHOUSE COMPANY and Peoples Federal Savings and Loan Association of South Carolina, Inc., Plaintiffs, v. SOUTH CAROLINA DEPARTMENT OF AGRICULTURE, by D. Leslie TINDAL, Commissioner of Agriculture, John B. Barnes, Defendants, of whom Georgetown Manufacturing and Warehouse Company is, Appellant, and South Carolina Department of Agriculture is, Respondent. . Heard |
| Court | South Carolina Court of Appeals |
Charles Porter and Celeste T. Jones of McNair Law Firm, P.A., Columbia, for appellant.
Sr. Asst. Atty. Gen. Kenneth P. Woodington, and Gen. Counsel Sally M. Rentiers of S.C. Dept. of Agriculture, Columbia, for respondent.
Georgetown Manufacturing and Warehouse Company (GMW) sued the South Carolina Department of Agriculture (SCDA). The complaint alleged, inter alia, a breach of contract and sought damages therefor. After a bench trial, the trial judge held that there was no breach and entered judgment for the SCDA. We affirm.
The only issue of merit is whether the trial judge erred in finding that the phrase "provided the agency or occupant of the space moves into a building owned ... by the State of South Carolina" was surplusage.
On November 27, 1984, GMW and SCDA entered a contract whereby GMW leased, by way of a form lease, a warehouse to the SCDA. The term of the lease was for nine and one-half years beginning on January 1, 1985. The lease provided that the warehouse would be used for production, manufacturing and warehouse space. Section 5 is entitled "Cancellation Privilege"; it provides in pertinent part:
It is further understood and agreed that while the lease term as above set out is nine and one-half years, this lease may be cancelled by the AGENCY upon the occurrence of any one or more of the following:
(a) at the end of any fiscal year (June 30) after the commencement date when sufficient appropriations, revenues, income, grants or other funding from whatever source are not available to the Occupant in the space to carry on the purposes or programs of the AGENCY with a remainder over of funds to make the rental payments herein agreed, this sufficiency of funds to be solely determined by the State Budget and Control Board; or [Emphasis ours.]
(b) at any time upon sixty (60) days notice when the Occupant in the space is dissolved and no longer performs the function and purposes prescribed to it; or
* * * * * *
(e) it is understood and agreed that at any time after the first six (6) months from the commencement date of this lease the AGENCY or Occupant of the space hereby reserves the right to cancel this lease and vacate the above referred to premises without penalty or charge by giving one hundred twenty (120) days written notice to the LESSOR provided the AGENCY or Occupant of the space moves into a building owned or otherwise controlled by the State of South Carolina. [Emphasis ours.]
"Occupant" is defined, under the terms of the lease, as "the Agency or its division which is actually housed in the premises."
Dr. Homer F. Gamble was at one time a partner of GMW and at all times pertinent to this case was an agent of GMW, and is also a guarantor of all of the obligations and indebtednesses of GMW. Dr. Gamble testified that GMW entered into the lease with the understanding that the SCDA was going to use the warehouse to operate a grain exporting operation.
On the other hand Mr. Les Tindal, the South Carolina Commissioner of Agriculture, testified that (1) Dr. Gamble first approached him about establishing a facility for bagging and exporting grain, (2) that Dr. Gamble had been traveling in the Carribean and had established contacts there, (3) that ships were coming into Georgetown and going back empty and that Dr. Gamble had discovered there was a great need for bagged grain because of a lack of facilities to handle bulk grains in the small islands, and (4) that Dr. Gamble told him he could get the business started in sixty days. Mr. Tindal also testified that it was SCDA's understanding that Dr. Gamble (or GMW) was to operate the grain bagging and exporting operation. Mr. Tindal testified that the lease was an effort on the State's part to assist in helping private enterprise get started. He likened the proposed business to the Farmer's Markets in Columbia, Florence and other places.
The SCDA paid the monthly lease payments on the warehouse from January 1985 through December 1985. On August 29, 1985, Commissioner Tindal sent a letter to GMW notifying it of the SCDA's intent to cancel the lease under the terms of subsection 5(e) of the lease. The letter also stated, "[d]ue to the fact that the facility was leased for the specific purpose of setting up a grain bagging operation for export of South Carolina grain, and due to the fact that the grain market has taken such a severe 'beating,' particularly corn, we are no...
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