Silver v. Aabstract Pools & Spas, Inc.
| Decision Date | 16 January 2008 |
| Docket Number | No. 4334.,4334. |
| Court | South Carolina Court of Appeals |
| Parties | Randy P. SILVER, Respondent, v. AABSTRACT POOLS & SPAS, INC., Appellant. |
Michael Stephen Chambers, of Greenville, for Appellant.
David G. Ingalls, of Spartanburg, for Respondent.
Randy Silver (Homeowner) brought an action against Aabstract Pools and Spas, Inc. (Contractor) for breach of contract and conversion. Contractor asserted affirmative defenses and counterclaimed for breach of contract and attorneys' fees. With the consent of the parties, the circuit court referred the matter to the Master-in-Equity who concluded the payment provisions of the contract were ambiguous. The master ruled in favor of Homeowner on the breach of contract claim and awarded him compensatory damages of $30,000. Contractor appeals. We reverse and remand.
On April 11, 2002, Contractor and Homeowner1 executed a five-page contract requiring Contractor to construct and install a swimming pool, spa, and water feature at Homeowner's residence for a price of $69,742. The parties' contract contained five labeled sections: (1) General Specifications: duties Contractor was required to perform; (2) Miscellaneous: duties Homeowner was required to perform, including excavating rock, hauling dirt, masonry work, landscaping, etc; (3) Payment: Homeowner was required to make five separate payments to Contractor upon completion of five corresponding tasks; (4) Agreed Conditions: twenty-five (25) specific conditions mutually agreed to by the parties; and (5) Witnesseth: a reiteration of Contractor's promise to construct the pool and Homeowner's promise to pay $69,742 "at the five intervals in accordance with the schedule of values." The parties initialed and dated each page of the contract.
The relevant contract language provides:
Payment:
Time is of the essence, the work progress payments specified shall be the essence of this agreement.
... The cost plus work is due at completion of the item.
Agreed Conditions: ... (14) ... If work progress payments are not made in full by the [Home]owner in the amount and in the manner specified in this agreement, all work by Contractor[ ] and his agents will immediately cease and all equipment ... will be removed from the pool site by Contractor.... [Home]owner shall pay to Contractor all reasonable attorney fees & all costs & expenses incurred to collect any sums past due from [H]omeowner including but not limited to all court costs.
Homeowner paid Contractor the deposit on April 11, 2002, as specified. Contractor completed the Phase 1 digging work and, on April 24, 2002, Homeowner paid Contractor the specified payment. Next, Contractor completed the Phase 2 shoot2 and, on May 16, 2002, Homeowner paid Contractor the specified payment. Contractor then completed the Phase 4 deck pour; however, Homeowner refused to pay Contractor the specified payment of $13,948.
After Homeowner refused to pay Contractor for his Phase 4 work, their contractual relationship reached an impasse with Homeowner owing Contractor $19,345.3 Pursuant to paragraph 14 of the Agreed Conditions, Contractor suspended work on the job and removed his equipment from the site.4 Homeowner made no further payments to Contractor and did not contact him for nine months.
By a letter dated March 13, 2003, Homeowner's attorney proposed that his client put $18,000 into the attorney's trust fund for payment to Contractor upon completion of the pool project. Contractor did not accept Homeowner's offer. Homeowner commenced this action for breach of contract and conversion. Contractor answered, pleading affirmative defenses5 and asserting a counterclaim for breach of contract and attorneys' fees.
Following a bench trial, the master concluded the contract language stating Homeowner's payment obligations under the contract was "at best, ambiguous," and that any ambiguity must be construed against Contractor, as drafter of the contract. The master entered judgment in favor of Homeowner on the breach of contract claim and awarded compensatory damages of $30,000. The master denied Homeowner's conversion claim and Contractor's counterclaim. Subsequently, the master denied Contractor's motion to reconsider, alter or amend the order. This appeal followed.
An action to construe a contract is an action at law. Pruitt v. S.C. Med. Malpractice Liability Joint Underwriting Ass'n, 343 S.C. 335, 339, 540 S.E.2d 843, 845 (2001). Likewise, "[a]n action for breach of contract seeking money damages is an action at law." R & G Constr., Inc., v. Lowcountry Reg'l Transp. Auth., 343 S.C. 424, 430, 540 S.E.2d 113, 117 (Ct.App.2000). When reviewing a judgment made in a law case tried by a master without a jury, the appellate court will not disturb the master's findings of fact unless the findings are found to be without evidence reasonably supporting them. See Karl Sitte Plumbing Co., Inc. v. Darby Dev. Co. of Columbia, Inc., 295 S.C. 70, 77, 367 S.E.2d 162, 166 (Ct.App.1988). However, "[a] reviewing court is free to decide questions of law with no particular deference to the trial court." Hunt v. S.C. Forestry Comm'n, 358 S.C. 564, 569, 595 S.E.2d 846, 848-49 (Ct.App.2004).
Contractor first argues it was an error of law for the master to find that the payment terms of the contract were ambiguous. We agree.
"It is a question of law for the court whether the language of a contract is ambiguous." S.C. Dep't of Natural Res. v. Town of McClellanville, 345 S.C. 617, 623, 550 S.E.2d 299, 302-03 (2001). In determining as a matter of law whether a contract is ambiguous, the court must consider the contract as a whole, rather than deciding whether phrases in isolation could be interpreted in various ways: "[O]ne may not, by pointing out a single sentence or clause, create an ambiguity." Yarborough v. Phoenix Mut. Life Ins. Co., 266 S.C. 584, 592, 225 S.E.2d 344, 348 (1976). "Whether a contract is ambiguous is to be determined from the entire contract and not from isolated portions of the contract." Farr v. Duke Power Co., 265 S.C. 356, 362, 218 S.E.2d 431, 433 (1975).
Homeowner argues he was justified in refusing to pay Contractor for the deck pour because the payment terms of the contract were ambiguous. However, Homeowner cannot create ambiguity when it does not exist within the four corners:
In construing and determining the effect of a written contract, the intention of the parties and the meaning are gathered primarily from the contents of the writing itself, or, as otherwise stated, from the four corners of the instrument, and when such contract is clear and unequivocal, its meaning must be determined by its contents alone; and a meaning cannot be given it other than that expressed. Hence words cannot be read into a contract which import an intent wholly unexpressed when the contract was executed.
McPherson v. J.E. Sirrine & Co., 206 S.C. 183, 204, 33 S.E.2d 501, 509 (1945).
Homeowner attempts to create ambiguity by arguing the contract language implies that actual "work progress" could be the parties' intended basis for calculating both the amount and scheduling of payments to Contractor. Additionally, he argues the contract language reasonably could be interpreted to imply that payments to Contractor could be proportionate to Homeowner's subjective perception of the "value" he had received.6
Homeowner acknowledges he complied with the payment schedule until Contractor demanded payment for the Phase 4 deck pour, stating he refused to make the Phase 4 payment because "he surmised the pool was only twenty percent (20%) complete ... [and he] refused to send additional monies until the percentage of completion more closely equaled the money paid." In contrast, Contractor points to the four corners of the contract and argues Homeowner breached the contract by failing to pay for Phase 4 after the deck pour was completed. Contractor strengthens this position by referring to paragraph 14 of the Agreed Conditions that expressly authorized Contractor to cease work if Homeowner failed to pay for completed work according to the specified schedule.
Here, we find the language of the contract is clear and unambiguous. See Hawkins v. Greenwood Dev. Corp., 328 S.C. 585, 592, 493 S.E.2d 875, 878 (Ct.App.1997) (...
To continue reading
Request your trial
-
In re Devey
...629 (1992) (holding that, under South Carolina law, an action alleging fraud is one at law); Silver v. Aabstract Pools & Spas, Inc. , 376 S.C. 585, 590, 658 S.E.2d 539, 541–42 (Ct. App. 2008) (holding that, under South Carolina law, a breach of contract action seeking monetary damages is on......
-
Williams v. Gov't Emps. Ins. Co.
...isolated portions of the contract. Farr v. Duke Power Co., 265 S.C. 356, 218 S.E.2d 431 (1975); Silver v. Aabstract Pools & Spas, Inc., 376 S.C. 585, 658 S.E.2d 539 (Ct.App.2008). The PRs contend the circuit court wrongly found they were reading the Declarations in isolation when they had a......
-
Bluffton Towne Ctr., LLC v. Gilleland-Prince
...an action at law.” Sapp v. Wheeler, 402 S.C. 502, 507, 741 S.E.2d 565, 568 (Ct.App.2013) (citing Silver v. Aabstract Pools & Spas, Inc., 376 S.C. 585, 590, 658 S.E.2d 539, 541–42 (Ct.App.2008) ). When reviewing a master-in-equity's judgment made in an action at law, “the appellate court wil......
-
Bluffton Towne Ctr., LLC v. Gilleland-Prince, Appellate Case No. 2013-000305
...action at law." Sapp v. Wheeler, 402 S.C. 502, 507, 741 S.E.2d 565, 568 (Ct. App. 2013) (citing Silver v. Aabstract Pools & Spas, Inc., 376 S.C. 585, 590, 658 S.E.2d 539, 541-42 (Ct. App. 2008)). When reviewing a master-in-equity's judgment made in an action at law, "the appellate court wil......