Miller v. Dillon
| Decision Date | 21 October 2020 |
| Docket Number | Opinion No. 5777,Appellate Case No. 2018-000084 |
| Citation | 432 S.C. 197,851 S.E.2d 462 |
| Court | South Carolina Court of Appeals |
| Parties | Peter MILLER, Mary Alice Miller, Mary Alice Miller, as Trustee of Mary Alice Miller Living Trust, Miller Group Properties, LLC, and C-Miller Properties, LLC, Plaintiffs, Of whom C-Miller Properties, LLC, is the Appellant. v. Marilyn L. DILLON and JLJ, LLC, Respondents, Marilyn L. Dillon, Third-Party Plaintiff, Respondent, v. PMC, LLC, Third-Party Defendant. |
Beth B. Richardson and Jasmine Denise Smith, both of Robinson Gray Stepp & Laffitte, LLC, of Columbia, for Appellant.
Carmelo Barone Sammataro and Ian Douglas McVey, both of Turner Padget Graham & Laney, PA, of Columbia, for Respondents.
This appeal arises from a declaratory judgment action that resulted in a mediated settlement agreement between family members to resolve a dispute about the amount of debt on a loan. C-Miller Properties, LLC contends the master erred in denying its motion to enforce the settlement agreement. We affirm.
Peter Miller and Mary Alice Miller (Parents) have three daughters, Cynthia Miller, Petrease Clarkson, and Marilyn Dillon. Cynthia Miller is the sole owner of both C-Miller Properties, LLC and CRM Agency, LLC. Petrease Clarkson is the sole owner of PMC, LLC. Marilyn Dillon and her husband, Joe Dillon, together own JLJ, LLC.
Parents originally owned real property in the Hollywood/Ravenel area of Charleston County. When Parents faced financial challenges in 2006, daughter Marilyn, a resident of Maryland, loaned $360,000 to Parents, memorialized in a promissory note dated June 1, 2006. The note indicated Marilyn was the lender, and the borrowers were "Peter Miller, Mary Alice Miller, Mary Alice Miller as Trustee of Mary Alice Miller Living Trust, and Miller Group Properties, LLC." The terms of the note mandated the principal and interest were due to Marilyn three years later, on May 31, 2009. The borrowers did not meet this obligation.
Over time the family members entered into additional agreements. The Record indicates, on February 5, 2008, Miller Group Properties and C-Miller Properties LLC, executed a mortgage securing the 2006 note with Marilyn as the mortgagee.
In 2012, Mary Alice Miller executed, on behalf of Miller Group Properties, a modified promissory note in the amount of $434,059 and a modified mortgage agreement. A warranty deed was also executed in 2012 in which Miller Group Properties transferred its remaining fifty percent interest in the property as follows: forty percent to JLJ, LLC—Marilyn and Joe Dillon's company—and ten percent to PMC, LLC—Petrease's company.
Ultimately, a dispute arose as to the amount of debt still owed to Marilyn. The family members disagreed whether certain conveyances of property were partial payments on the outstanding loan and disagreed as to the balance due on the loan. On June 15, 2015, Parents, Miller Group Properties, and C-Miller Properties (collectively, Plaintiffs) brought a declaratory judgment action against Marilyn and JLJ, LLC (collectively, Defendants), alleging certain conveyances Plaintiffs made were partial satisfactions of the loan and should be credited to Plaintiffs, and seeking a determination of the remaining balance by the court.
Defendants answered, counterclaimed and cross-claimed against Plaintiffs, and made a third-party complaint against Petrease, asserting the total debt owed to Marilyn, secured by note and mortgage, for principal, interest, and late fees was $543,958.05.
The parties then entered into mediation, which resulted in a consensual settlement. The settlement agreement and subsequent order consisted of eighteen detailed terms, beginning with the following mandate:
The settlement agreement expressly stated that if Plaintiffs failed to provide one of these two options to Marilyn by the deadline, Plaintiffs would be in default. "Failure to obtain a ratified contract or a loan commitment within one hundred eighty (180) days of the date of entry of this consent order shall be considered a default hereunder." Furthermore, the settlement agreement established Marilyn could record a deed to the property in lieu of foreclosure if Plaintiffs defaulted. "Said Deed in Lieu of Foreclosure will be held in trust by counsel for Defendants/Third-Party Plaintiff and will not be recorded unless Plaintiffs breach the terms hereof."
The agreement and subsequent order further detailed additional terms, including 1. specifying the ratified contract or loan commitment letter must be closed within 270 days from the date of the settlement agreement, 2. designating Reid Davis as the listing agent, 3. directing Plaintiffs to manage the property and to pay the expenses, property taxes, and insurance on the property until the sale or refinance closed, 4. and requiring Petrease, Marilyn, and JLJ, LLC to contribute specified funds to assist Plaintiffs in paying for the expenses, taxes, and insurance on the property.
All parties acknowledged Saturday, March 11, 2017, was the deadline to provide either the ratified contract or an unqualified loan commitment letter. On Wednesday, March 8, 2017, three days before the deadline, Cynthia sent a document entitled Real Estate Purchase Agreement to Marilyn offering to purchase the property for $850,000. However, Cynthia's signatures, as signatory for the proposed buyer, CRM Agency, LLC, and as one of the three sellers, C-Miller Properties, LLC, were the only signatures on the document. The signature lines for the two other sellers listed on the document, JLJ, LLC—Marilyn and Joe—and PMC, LLC—Petrease—were blank, as was a blank for "Seller's Spouse." The offer was not made with the involvement of the designated real estate agent and was contingent upon Cynthia obtaining financing "on or before June 2, 2017."
On Friday, March 10, 2017, via their counsel's correspondence, JLJ, LLC rejected Cynthia's offer, questioning Cynthia's financial ability to purchase the property, contending the property insurance had lapsed and the 2016 property taxes had not been paid, noting the settlement agreement required the use of Davis as the listing broker, and pointing out the offer did not include earnest money. The correspondence concluded: "That is simply unfair and a clear attempt to circumvent the terms and the intent of the Settlement Order."
The Record contains another signature page with Cynthia's signature as signatory authority for CRM Agency, LLC, as the buyer, and Cynthia, Petrease, and Parents, all signing as sellers on March 13, 2017. The signature lines for Marilyn, as one of the sellers, and Joe, as seller's spouse, were blank. Marilyn ultimately recorded the deed in lieu of foreclosure and then conveyed the property to another LLC.
On April 28, 2017, Plaintiffs filed a motion to enforce the settlement agreement, asking the master to require Marilyn and JLJ, LLC to "comply with the [settlement agreement] by executing the Real Estate Purchase Agreement ... so that the Real Estate Purchase Agreement may proceed to closing." The master denied the motion, finding Cynthia's offer did not comply with the settlement agreement, Plaintiffs were not entitled to enforce the agreement because they did not perform their required obligations pursuant to the agreement, and enforcing the agreement would prejudice Defendants.
Plaintiffs thereafter moved to amend the order under Rule 52(b), SCRCP, and to alter or amend the judgment under Rule 59(e), SCRCP, asserting the master erred in its findings. A reconsideration hearing was held on December 18, 2017, and the master denied the motion. This appeal followed.1
"Our scope of review for a case heard by a Master-in-Equity who enters a final judgment is the same as that for review of a case heard by a circuit court without a jury." Tiger , Inc. v. Fisher Agro , Inc. , 301 S.C. 229, 237, 391 S.E.2d 538, 543 (1989).
"Declaratory judgment actions are neither legal nor equitable and, therefore, the standard of review depends on the nature of the underlying issues."
Judy v. Martin , 381 S.C. 455, 458, 674 S.E.2d 151, 153 (2009). "Further, ‘[w]hen a suit involves both legal and equitable issues, each cause of action retains its own identity as legal or equitable for purposes of the applicable standard of review on appeal.’ " Lollis v. Dutton , 421 S.C. 467, 477, 807 S.E.2d 723, 728 (Ct. App. 2017) (quoting Holly Woods Ass'n of Residence Owners v. Hiller , 392 S.C. 172, 180, 708 S.E.2d 787, 792 (Ct. App. 2011) ).
"In South Carolina jurisprudence, settlement agreements are viewed as contracts." Byrd v. Livingston , 398 S.C. 237, 241, 727 S.E.2d 620, 621 (Ct. App. 2012) (quoting Pee Dee Stores, Inc. v. Doyle , 381 S.C. 234, 241, 672 S.E.2d 799, 802 (Ct. App. 2009) ). McGill v. Moore , 381 S.C. 179, 185, 672 S.E.2d 571, 574 (2009) (citations omitted).
"This [c]ourt reviews all questions of law de novo." Lollis , 421 S.C. at 477, 807 S.E.2d at 728 (quoting Fesmire v. Digh, 385 S.C. 296, 302, 683 S.E.2d 803, 807 (Ct. App. 2009) ).
"An action for specific performance is one in equity." Campbell v. Carr , 361 S.C. 258, 262, 603 S.E.2d 625, 627 (Ct. App. 2004).
"On appeal from an action in equity, [...
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