Mazloom v. Mazloom

• Decision Date: 28 January 2009
• Docket Number: No. 4493.,4493.
• Citation: 675 S.E.2d 746
• Parties: Iraj MAZLOOM, Respondent, v. Manoochehr MAZLOOM, Albolfazl Mazloom and AMA, LLC, Appellants.
• Court: South Carolina Court of Appeals

675 S.E.2d 746 Iraj MAZLOOM, Respondent,
v.
Manoochehr MAZLOOM, Albolfazl Mazloom and AMA, LLC, Appellants. No. 4493. Court of Appeals of South Carolina. Heard December 2, 2008. Decided January 28, 2009. Rehearing Denied May 5, 2009.

[675 S.E.2d 749]

Deborah Harrison Sheffield and Paul L. Reeves, both of Columbia, for Appellants.

Tobias G. Ward, Jr. and J. Derrick Jackson, both of Columbia, for Respondent.

WILLIAMS, J.:

Manoochehr Mazloom (Manooch) and Albolfazl Mazloom (Aboli) appeal the Master-in-Equity's finding that Iraj Mazloom (Iraj) owned a 25% interest in AMA, LLC (AMA). Manooch and Aboli also appeal the actual and punitive damages awarded to Iraj. We affirm as modified.

FACTS/PROCEDURAL HISTORY

In January 1983, four of the Mazloom brothers, Iraj, Ahmad, Manooch, and Aboli,

675 S.E.2d 750

incorporated a business known as AMBI, Inc. (AMBI). AMBI owned certain real property in Richland County on which the four brothers operated a Mini Mart, an ABC liquor store, and a one-bedroom apartment. The four brothers were equal shareholders in AMBI, each holding a 25% interest, although no stock certificates were ever delivered. Ahmad was named president of the corporation, and Iraj was named Secretary-Treasurer.¹

Iraj worked as an employee of AMBI from 1980 until 1996. In October 1996, Ahmad sent a letter to Iraj informing him of an upcoming corporate meeting. During the meeting, a majority of the shareholders voted to remove Iraj from his position as Secretary-Treasurer of AMBI. His employment was also terminated immediately. Iraj was thereafter excluded from participating in the business.

On July 13, 2000, Articles of Dissolution were filed for AMBI. Iraj did not know about or participate in the vote for dissolution, and only the names of Ahmad, Manooch, and Aboli appeared on the papers as directors and officers of AMBI. On this same day, Ahmad, Manooch, and Aboli filed Articles of Organization for AMA. AMBI's real estate was eventually transferred to AMA for the sum of five dollars. Iraj, likewise, did not know about or participate in this transfer.

In September 2002, Iraj contacted an attorney, Franchot Brown (Brown), to help him clarify his interest in AMA. Brown prepared Articles of Amendment for AMA, which were signed by Manooch and Aboli and filed with the Secretary of State in November 2002.² The Articles of Amendment stated that upon AMBI's dissolution, AMA received all of AMBI's assets and good will and that AMBI shareholders were to retain their respective shares of stock in AMA as they had in AMBI. The Articles went on to state:

That in the organization of AMA, LLC through inadvertence or mistake, Iraj Mazloom was not transferred over as a shareholder of stock from AMBI, Inc. to AMA, LLC which would have been correct, proper and was the intent of the original shareholders.

That this amendment is to correct this error and respectfully acknowledge that Iraj Mazloom owns 25% (or 1/4) shares of stock in AMA, LLC. That Iraj Mazloom shall be acknowledged by [AMA] as a 25% holder of shares in [AMA] and that this amendment shall be filed with the South Carolina Secretary of State as evidence that Iraj Mazloom ... owns 25% of all shares issued by AMA, LLC.

In January 2003, after the Articles of Amendment were filed, Ahmad sold his interest in AMA to Manooch and Aboli for $120,000. The bill of sale stated Ahmad held a 1/3 interest in AMA while Manooch and Aboli owned equal parts of the remaining 2/3 interest. Iraj was not given notice of this sale or an opportunity to participate and purchase any of Ahmad's interest.

In May 2003, Manooch and Aboli, on behalf of AMA, entered into a contract with Ganesh Mini Mart, LLC (Ganesh) to sell all of AMA's assets, including the Mini Mart, the ABC liquor store, and the one-bedroom apartment, as well as any inventory, furniture, fixtures, and equipment located therein. The purchase price was $345,000. Again, Iraj did not know about or participate in this transfer, and he did not receive any share of the sale proceeds.

Iraj originally filed a summons and complaint against Manooch and Aboli (hereinafter collectively referred to as "the brothers") in July 2004. The complaint was subsequently amended and filed in August 2005, asserting claims for an accounting, judicial dissolution or repurchase due to oppression, breach of fiduciary duty of care and loyalty, and breach of good faith and fair dealing. The brothers answered the complaint with defenses and counterclaims. As part of their defense of equitable estoppel, the brothers alleged that at the time AMBI transferred its

675 S.E.2d 751

assets to AMA, Iraj did not have any shares in AMBI because he had assigned his shares and interest to a third party nearly twenty years prior.

The matter was referred to the Master-in-Equity in January 2006 and came to trial in September of that year. The master found Iraj owned a 25% interest in AMA and awarded him $91,031.28 from the sale of AMA's assets and $70,200.75 from unpaid cash distributions. Additionally, the master awarded Iraj punitive damages of $25,000 against each brother, for a total of $50,000. A motion to alter, amend, and reconsider was filed by the brothers, but the master denied the motion. This appeal follows.

STANDARD OF REVIEW

"When legal and equitable actions are maintained in one suit, each retains its own identity as legal or equitable for purposes of the applicable standard of review on appeal." Corley v. Ott, 326 S.C. 89, 92 n. 1, 485 S.E.2d 97, 99 n. 1 (1997). The reviewing court should "view the actions separately for the purpose of determining the appropriate standard of review." Jordan v. Holt, 362 S.C. 201, 205, 608 S.E.2d 129, 131 (2005). In an action in equity, tried by the judge alone, without a reference, the appellate court has jurisdiction to find facts in accordance with its view of the preponderance of the evidence. Townes Assocs., Ltd. v. City of Greenville, 266 S.C. 81, 86, 221 S.E.2d 773, 775 (1976). On the other hand, when reviewing an action at law, on appeal of a case tried without a jury, the appellate court's jurisdiction is limited to correction of errors at law, and the appellate court will not disturb the judge's findings of fact as long as they are reasonably supported by the evidence. Epworth Children's Home v. Beasley, 365 S.C. 157, 164, 616 S.E.2d 710, 714 (2005).

LAW/ANALYSIS

I. Actions for Corporate Dissolution and an Accounting

The brothers first argue the master erred in finding Iraj held a 25% ownership interest in AMA. Specifically, the brothers argue all the probative evidence of record establishes Iraj transferred his 25% interest in AMBI to Shahin Mazloom (Niece), a niece of Iraj, Ahmad, Manooch, and Aboli, in 1985, and therefore, he had no claim to any ownership interest in AMA, the successor in interest to AMBI. We disagree, finding the preponderance of the evidence demonstrates Iraj retained his 25% ownership interest in AMBI.

An action for corporate dissolution is an action in equity, as is an action for an accounting. Keane v. Lowcountry Pediatrics, P.A., 372 S.C. 136, 142, 641 S.E.2d 53, 57 (Ct.App.2007); see Lee v. Lee, 251 S.C. 533, 535, 164 S.E.2d 308, 308-09 (1968) (holding an action for an accounting is equitable). This Court may, therefore, find facts in accordance with its own view of the preponderance of the evidence. Keane, 372 S.C. at 143, 641 S.E.2d at 57. We need not, however, "disregard the findings of the master who saw and heard the witnesses and was in a better position to evaluate their credibility." Peoples Fed. Sav. & Loan Ass'n v. Myrtle Beach Golf & Yacht Club, 310 S.C. 132, 140, 425 S.E.2d 764, 769 (Ct.App.1992).

It is undisputed that when AMBI was incorporated, Iraj held a 25% ownership interest in the corporation. The brothers alleged, however, that in October 1985, Iraj conveyed his interest in AMBI to Niece in order to protect his interests prior to his upcoming marriage. The brothers claimed Niece later transferred this interest to Aboli. While Iraj acknowledged that his intention at the time was to transfer his interest to Niece,³ he testified that he did not believe he ever signed the papers to make that transfer.

No document purporting to transfer any ownership interest was entered into evidence with Iraj's signature on it. In fact, the only document involving Niece transferring an interest in AMBI states, "[Niece] ... conveys, transfers, and assigns unto [Aboli] any and all of the interest [Niece] previously acquired from [Aboli] in AMBI...." Moreover,

675 S.E.2d 752

AMBI's tax returns continued to list Iraj as late as 1997.

Additionally, in October 1996, Iraj received a letter from Ahmad informing him a corporate meeting was being called. Following that meeting, Iraj received another letter confirming what had been decided at the meeting. The letter stated, "It was decided that [Iraj], by majority of the vote, should be and was removed from his position as Secretary-Treasurer of AMBI, Inc. It was also decided that his employment with AMBI, Inc., be terminated effective immediately."

While we acknowledge there is a conflict between the two parties' accounts as to whether Iraj actually transferred his 25% ownership interest in AMBI to Niece, we find the preponderance of the evidence demonstrates Iraj retained his interest in AMBI and, therefore, also held a 25% ownership interest in the successor business, AMA. As further support that Iraj held a 25% ownership interest in the business, in October 2002, the brothers signed a document recognizing Iraj's 25% ownership interest in AMA. The document, which was filed with the Secretary of State, acknowledged that Iraj always held a 25% ownership interest in AMA and that it was merely through inadvertence or mistake that Iraj was not transferred over as a shareholder of stock from AMBI to AMA. Although the document was titled "Amendments to the Articles of Organization for AMA, LLC," the document was merely...