Hotz v. Minyard, 23377

• Citation: 403 S.E.2d 634,304 S.C. 225
• Decision Date: 21 January 1991
• Docket Number: No. 23377,23377
• Court: South Carolina Supreme Court
• Parties: Judith Minyard HOTZ, individually and on behalf of the shareholders of Minyard-Waidner, Inc., Appellant, v. Tommy MINYARD, Minyard-Waidner, Inc., a South Carolina corporation, Robert A. Dobson, III, Dobson and Dobson, P.A., and Dobson, Lewis & Saad, P.A., Respondents. . Heard

Page 634

403 S.E.2d 634

304 S.C. 225

Judith Minyard HOTZ, individually and on behalf of the

shareholders of Minyard-Waidner, Inc., Appellant, v. Tommy MINYARD, Minyard-Waidner, Inc., a South Carolina

corporation, Robert A. Dobson, III, Dobson and

Dobson, P.A., and Dobson, Lewis & Saad,

P.A., Respondents.

No. 23377.

Supreme Court of South Carolina.

Heard Jan. 21, 1991.

Decided April 8, 1991.

Jefferson V. Smith, Jr. and Jeffrey A. Merriam, Carter, Smith, Merriam, Rogers & Traxler, P.A., Greer, for appellant.

William M. Grant, Jr., Grant & Leatherwood, and O.W. Bannister, Jr., Greenville, for respondents Tommy Minyard and Minyard-Waidner, Inc.

R. Frank Plaxco and Steven E. Farrar, Leatherwood, Walker, Todd & Mann, Greenville, for respondents Robert A. Dobson, III and Dobson and Dobson, P.A.

R. Davis Howser, Deborah Harrison, and Charles E. Carpenter , Jr., Richardson, Plowden, Grier & Howser, Columbia, for respondents Robert A. Dobson, III and Dobson, Lewis & Saad, P.A.

GREGORY, Chief Justice.

This appeal is from an order granting respondents summary judgment on several causes of action. We reverse in part and affirm in part.

Respondent Minyard (Tommy) and appellant (Judy) are brother and sister. Their father, Mr. Minyard, owns two automobile dealerships, Judson T. Minyard, Inc. (Greenville Dealership), and Minyard-Waidner, Inc. (Anderson Dealership). Tommy has been the dealer in charge of the Greenville Dealership since 1977. Judy worked for her father at the Anderson Dealership beginning in 1983; she was also a vice-president and minority shareholder. In 1985, Mr. Minyard signed a contract with General Motors designating Judy the successor dealer of the Anderson Dealership.

Respondent Dobson is a South Carolina lawyer practicing in Greenville and a member of respondent Dobson & Dobson, P.A. (Law Firm). Dobson is also a certified public accountant, although he no longer practices as one. In 1985, Dobson sold the tax return preparation practice of Law Firm to respondent Dobson, Lewis & Saad, P.A. (Accounting Firm). Although his name is included in Accounting Firm's name, Dobson is merely a shareholder and director and does not receive remuneration as an employee.

Dobson did legal work for the Minyard family and its various businesses for many years. On October 24, 1984, Mr. Minyard came to Law Firm's office to execute a will with his wife, his secretary, and Tommy in attendance. At this meeting he signed a will which left Tommy the Greenville Dealership, gave other family members bequests totalling $250,000.00, and divided the remainder of his estate equally between Tommy and a trust for Judy after his wife's death. All present at the meeting were given copies of this will. Later that afternoon, however, Mr. Minyard returned to Dobson's office and signed a second will containing the same provisions as the first except that it gave the real estate upon which the Greenville dealership was located to Tommy outright. Mr. Minyard instructed Dobson not to disclose the existence of the second will. He specifically directed that Judy not be told about it.

In January 1985, Judy called Dobson requesting a copy of the will her father had signed at the morning meeting on October 24, 1984. At Mr. Minyard's direction, or at least with his express permission, Dobson showed Judy the first will and discussed it with her in detail.

Judy testified she had the impression from her discussion with Dobson that under her father's will she would receive the Anderson Dealership and would share equally with her brother in her father's estate. According to Dobson, however, he merely explained Mr. Minyard's intent to provide for Judy as he had for Tommy when and if she became capable of handling a dealership. Dobson made a notation to this effect on the copy of the will he discussed with Judy. Judy claimed she was led to believe the handwritten notes were part of her father's will.

In any event, Judy claims Dobson told her the will she was shown was in actuality her father's last will and testament. Although Dobson denies ever making this express statement, he admits he never told her the will he discussed with her had been revoked.

In January 1986, Mr. Minyard was admitted to the hospital for various health problems. In April 1986, he suffered a massive stroke. Although the date of the onset of his mental incompetence is disputed, it is uncontested he is now mentally incompetent.

Judy and Tommy agreed that while their father was ill, Judy would attend to his daily care and Tommy would temporarily run the Anderson Dealership until Judy returned. During this time, Tommy began making changes at the Anderson Dealership. Under his direction, the Anderson Dealership bought out another dealership owned by Mr. Minyard, Judson Lincoln-Mercury, Inc., which was operating at a loss. Tommy also formed a holding company which assumed ownership of Mr. Minyard's real estate leased to the Anderson Dealership. Consequently, rent paid by the dealership was greatly increased.

Judy questioned the wisdom of her brother's financial dealings. When she sought to return to the Anderson Dealership as successor dealer, Tommy refused to relinquish control. Eventually, in August 1986, he terminated Judy from the dealership's payroll.

Judy consulted an Anderson law firm concerning her problems with her brother's operation of the Anderson Dealership. As a result, on November 15, 1986, Mr. Minyard executed a codicil removing Judy and her children as beneficiaries under his will. Judy was immediately advised of this development by letter.

In March 1987, Judy met with Tommy, her mother, and Dobson at Law Firm's office. She was told if she discharged her attorneys and dropped her plans for a lawsuit, she would be restored under her father's will and could work at the Greenville Dealership with significant fringe benefits. Judy testified she understood restoration under the will meant she would inherit the Anderson Dealership and receive half her father's estate, including the real estate, as she understood from her 1985 meeting with Dobson. Judy discharged her attorneys and moved to Greenville. Eventually, however, Tommy terminated her position at the Greenville Dealership.

As a result of the above actions by Tommy and Dobson, Judy commenced this suit alleging various causes of action. The causes of action against Tommy for tortious interference with contract, a shareholder derivative suit for wrongful diversion of corporate profits, and fraud survived summary judgment and are not at issue here. Judy appeals the trial judge's order granting summary judgment on the remaining causes of action against Tommy, Dobson, and the professional associations. We address only the trial judge's ruling on the...