Jasdip Props. SC, LLC v. Estate of Richardson

• Citation: 720 S.E.2d 485,395 S.C. 633
• Decision Date: 24 August 2011
• Docket Number: No. 4878.,4878.
• Court: Court of Appeals of South Carolina
• Parties: JASDIP PROPERTIES SC, LLC, Appellant, v. ESTATE OF Stewart RICHARDSON, Respondent.

395 S.C. 633

720 S.E.2d 485

JASDIP PROPERTIES SC, LLC, Appellant,

v.ESTATE OF Stewart RICHARDSON, Respondent.

No. 4878.

Court of Appeals of South Carolina.

Heard Oct. 6, 2010.Decided Aug. 24, 2011.

W. Andrew Gowder, Jr., and Daniel S. McQueeney, Jr., both of Charleston, for Appellant.

Toni Lee Tack Pennington, of Pawleys Island, for Respondent.

KONDUROS, J.

This case arises from a contract for the sale of commercial property. Stewart Richardson ¹ (Seller) rescinded the contract after JASDIP Properties SC, LLC (Buyer) was unable to close in a timely fashion. A jury determined neither party breached the contract and awarded no damages on that basis. Buyer appeals the trial court's subsequent denial of its unjust enrichment claim, which permitted Seller to retain $215,000 in earnest money and extension fees. We reverse and remand.

FACTS

On May 5, 2006, Buyer and Seller entered into a Commercial Purchase Agreement and Deposit Receipt (the Agreement) for the purchase of certain property (the Property) in Georgetown, South Carolina. At the time of the execution of the Agreement, Seller was leasing the Property to a corporation he owned, which was operating the Rebar Sports Bar on the property. The purchase price for the Property was to be $537,000. Buyer paid an initial deposit of $10,000. The balance was due at the closing on or before July 28, 2006. The Agreement provided: “If the BUYER shall default under this Agreement, the SELLER shall have the option of suing for damages or specific performance, including but not limited to, reasonable attorney's fees or rescinding this Agreement.” Further, the Agreement stated, “In any action or proceeding involving a dispute between BUYER, SELLER, and/or Broker, arising out of the execution of the agreement or the sale, or to collect commissions, the prevailing party shall be entitled to receive from the other party a reasonable attorney fee to be determined by a court of competent jurisdiction.” The Agreement also provided the “[b]usiness [was] to remain open and operated by ... Seller.” ²

Buyer wished to purchase the Property as part of a development plan involving adjacent properties in Georgetown. Buyer attempted to obtain approvals and permits for its plan, but due to problems obtaining them, the parties executed an addendum to the Agreement on July 7, 2006. That addendum provided: “The Closing of [the Property] will be 30 Days from the original closing date of July 28th[,] 2006. The $10,000.00 earnest money check will be released to [Seller] no later than July 11th[,] 2006. All terms and conditions of contract, including due diligence period are extended for 30 days.” On October 26, 2006, the parties executed another addendum that further extended the closing date. It stated:

Closing to be on or before January 15, 2007. Buyer can close sooner if reasonable to do so. Buyer to pay an additional $25,000.00 deposit to be credited to purchase price. Further Buyer will pay a $7700.00 extension fee and will pay an additional extension fee of $2700 on December 1 and January 1 if closing has not occurred prior to those dates. Lastly on November 1, 2006 [,] Buyer will pay $5000.00 fee to Prudential Source One. This amount will be credited against purchase price but deducted from commission due to Prudential Source One at closing from [S]eller[']s proceeds.

On January 23, 2007, the parties executed a third addendum. It provided, “Buyer to pay Seller $175,000.00 by Friday[,] January 16, 2007. Closing to be extended until March 26, 2007. Seller to grant Buyer an additional 30 day extension for the payment of an additionally [sic] $100,000 on or before March 26, 2007[.] All funds to be applied to purchase price.” On January 23, 2007, several members of the Georgetown City Council and other residents of Georgetown filed a lawsuit against Buyer seeking to stop Buyer's development plan. Buyer notified Seller of the lawsuit and informed him that it intended to move forward with the purchase, but Seller did not respond. Buyer proposed a fourth addendum, which stated the closing date would be ten days after the pending litigation had ended, but Seller did not reply.

On April 10, 2007, Seller's attorney sent a letter to Buyer's attorney, stating: “The latest extension expired on March 26, 2007. Pursuant to paragraph 32 of the contract i[n] the event of default, the Seller has the option to rescind the contract and due to the fact the Buyers have notified the Seller that they cannot close, the Seller has elected to rescind the contract.” The letter further stated, “In the event that you[r] client is serious about wanting to purchase the property another contract is going to have to be negotiated.” The letter also stated that Seller had placed the Property for sale and it would “be sold to the first accepted contract.” Buyer asked for the return of the money paid towards the purchase price, which Seller refused. Thereafter, Buyer brought suit against Seller (1) contending Seller would be unjustly enriched if allowed to keep the money paid despite the rescission of the Agreement and (2) requesting $210,000. The $210,000 was comprised of the $10,000 earnest money and $200,000 in later payments. Buyer alternatively asserted Seller converted these funds by failing to return them after the rescission of the Agreement. Buyer later filed an amended complaint requesting $205,000, providing the Agreement only permitted Seller to retain half of the $10,000 earnest money. Seller filed an answer and counterclaim requesting dismissal of Buyer's complaint and judgment against Buyer for actual damages incurred due to Buyer's “default(s) as contracted, to include reasonable attorney's fees and costs.”

Following a trial on both parties' claims for breach of contract, the jury found neither party had breached. Buyer then requested a ruling by the trial court on its action for unjust enrichment. The trial court found Buyer to be a “sophisticated buyer” and noted the Agreement provided “Buyer ... is aware that a local ordinance is in effect which regulates the rights and obligations to property owners.” The court further determined Seller put forth significant evidence of damages: the monthly mortgage payments, the closure of his business, the fact that he had to battle the city to get his business back, and the ability to operate his business. The trial court stated “it doesn't shock [t]he Court's conscience to leave the parties where they find themselves.” Accordingly, the trial court denied Buyer's claim for unjust enrichment. Buyer's appeal followed.

LAW/ANALYSIS

I. Unjust Enrichment

Buyer contends the trial court erred in denying it relief on its unjust enrichment cause of action. Buyer maintains all the evidence presented at trial as well as the jury's verdict supports that the Agreement was rescinded or abandoned. Accordingly, this requires restitution of $215,000 to Buyer, who had partially performed under the Agreement. We agree.

When a complaint raises both legal and equitable issues and rights, the legal issues are determined by a jury while equitable issues are for the judge. Floyd v. Floyd, 306 S.C. 376, 379, 412 S.E.2d 397, 398–99 (1991). “In actions at equity, this court can find facts in accordance with its view of the preponderance of the evidence.” White's Mill Colony, Inc. v. Williams, 363 S.C. 117, 124, 609 S.E.2d 811, 815 (Ct.App.2005).

A breach of contract claim and quantum meruit claim can be alternative rather than inconsistent remedies. Franke Assocs. by Simmons v. Russell, 295 S.C. 327, 332, 368 S.E.2d 462, 465 (1988). In Earthscapes Unlimited, Inc. v. Ulbrich, 390 S.C. 609, 617, 703 S.E.2d 221, 225 (2010), the supreme court affirmed the circuit court's decision to award damages under the theory of quantum meruit even though the circuit had found there was a contract between the parties. The supreme court found, “While the circuit court did find there was a contract between the two parties in this action, it never awarded damages because of a breach of that contract. Rather, the circuit court chose the theory of quantum meruit as an alternate remedy.” Id. at 617 n. 4, 703 S.E.2d at 225 n. 4.

“Restitution is a remedy designed to prevent unjust enrichment.” Sauner v. Pub. Serv. Auth. of S.C., 354 S.C. 397, 409, 581 S.E.2d 161, 167 (2003); see also Ellis v. Smith Grading & Paving, Inc., 294 S.C. 470, 473, 366 S.E.2d 12, 14 (Ct.App.1988) (“Unjust enrichment is an equitable doctrine, akin to restitution, which permits the recovery of that amount the defendant has been unjustly enriched at the expense of the plaintiff.”). “The terms ‘restitution’ and ‘unjust enrichment’ are modern designations for the older doctrine of quasi-contracts.” Ellis, 294 S.C. at 473, 366 S.E.2d at 14. “[Q]uantum meruit, quasi-contract, and implied by law contract are equivalent terms for an equitable remedy.” QHG of Lake City, Inc. v. McCutcheon, 360 S.C. 196, 202, 600 S.E.2d 105, 108 (Ct.App.2004) (internal quotation marks and citations omitted).

“Implied in law or quasi-contracts are not considered contracts at all, but are akin to restitution which permits recovery of that amount the defendant has been benefitted at the expense of the plaintiff in order to preclude unjust enrichment.” Costa & Sons Constr. Co. v. Long, 306 S.C. 465, 468 n. 1, 412 S.E.2d 450, 452 n. 1 (Ct.App.1991). “Absent an express contract, recovery under quantum meruit is based on quasi-contract.” Earthscapes Unlimited, Inc., 390 S.C. at 616, 703 S.E.2d at 225. “This Court has recognized quantum meruit as an equitable doctrine to allow recovery for unjust enrichment.” Gignilliat v. Gignilliat, Savitz & Bettis, L.L.P., 385 S.C. 452, 466, 684 S.E.2d 756, 764 (2009) (internal quotation marks and citations omitted).

“To recover on a theory of restitution, the plaintiff must show (1) that he conferred a non-gratuitous benefit on the defendant; (2) that the defendant realized some value from the benefit; and (3) that it...