The Huffines Co., LLC v. Lockhart

• Decision Date: 23 May 2005
• Docket Number: No. 3994.,3994.
• Citation: 617 S.E.2d 125
• Court: South Carolina Supreme Court
• Parties: THE HUFFINES COMPANY, LLC, Respondent, v. Nancy R. LOCKHART and Morrison Payne as Trustee, Appellants.

Page 125

617 S.E.2d 125

THE HUFFINES COMPANY, LLC, Respondent, v. Nancy R. LOCKHART and Morrison Payne as Trustee, Appellants.

No. 3994.

Court of Appeals of South Carolina.

Submitted May 1, 2005.

Decided May 23, 2005.

COPYRIGHT MATERIAL OMITTED

Edward M. Brown, of Charleston, for Appellants.

W. Mullins McLeod, Jr. and M. Todd Rainsford, both of Charleston, for Respondent.

ANDERSON, J.

The Huffines Company, LLC, initiated this action against Nancy R. Lockhart (Lockhart) to recover a real estate brokerage commission. The circuit court found that Lockhart had breached the parties' Listing Agreement and directed a verdict in favor of the Huffines Company, LLC. We reverse and remand for a new trial.¹

FACTUAL/PROCEDURAL BACKGROUND

Calvert Huffines (Huffines) is a licensed real estate broker in South Carolina. He owns the Huffines Company, LLC, a small real estate company located in Colleton County. Lockhart hired Huffines to find a buyer for fifty acres of land located in Hendersonville, South Carolina (the Hendersonville property). She listed the Hendersonville property with Huffines on April 26, 1999, for a selling price of $250,000. The Listing Agreement provided, in pertinent part:

I (we), the seller(s), grant you the right to sell or transfer this property from the date of this agreement to and including 4/30/2000, and to accept deposit thereon, and employ you to procure a purchaser, ready, willing and able to buy this property at the listed price and terms, or at a price and terms that are acceptable to me....

If a buyer or transferee ready, willing and able to buy or exchange for this property is procured by you, I agree to pay you a commission of 10% of the selling price, or a minimum commission of $200, whichever is greater.

If within six months after the termination of this agreement I sell or transfer this property to a prospect procured by you prior to its termination, I shall pay you your commission....

Huffines subsequently marketed the Hendersonville property. He informed area brokers of the listing, talked to neighboring property owners, and disseminated plats and descriptions of the property. Huffines learned from a newspaper article that the Colleton County School Board (the School Board) was searching for property suitable for a new school. On November 10, 1999, he wrote a letter to the Colleton County Department of Education and School Board members to inform them that the Hendersonville property was for sale and "would make an excellent site for a school."

Elbert O. Duffie, general counsel for the Colleton County School District, was retained to seek out suitable properties for the new school. He compiled a list of twenty or thirty sites that met the School Board's criteria. The Hendersonville property was not placed on his initial list of suitable properties. However, Duffie was later forwarded a copy of the letter Huffines sent to the School, Board. Duffie contacted Huffines and the two began a series of conversations concerning the property. Eventually, Duffie placed the Hendersonville property on his list of possible properties for the School Board to purchase.

Duffie informed Huffines that the School Board would be willing to pay a maximum of $3,500 an acre for the property. Huffines conveyed this information to Lockhart in an email dated March 20, 2000. Lockhart responded by email that same day, instructing Huffines to let the School Board know she was willing to accept that amount for the property. On March 21, 2000, the School Board held a regular meeting at which the trustees authorized Duffie to secure an option to purchase the Hendersonville property for $3,500 an acre. Duffie prepared a draft option contract. The School Board agreed to pay $1,000 for the option. On March 22, 2000, Lockhart emailed Huffines, informing him she did not feel the offer was a good one and requesting additional information about the transaction.

Duffie's next communication concerning the property was from Edward M. Brown, Lockhart's attorney. In a letter dated April 24, 2000, Brown informed Duffie that, he had been asked to intercede in the real estate transaction. The letter stated that $3,500 an acre was unacceptable. Huffines received a letter from Lockhart, dated April 24, 2000, which requested he direct all communications concerning the property to Brown.

On April 30, 2000, the listing Agreement expired. However, the agreement provided that Huffines was still entitled to a commission if the property was sold or transferred within six months of the expiration of the agreement to a buyer procured by Huffines. The six-month time period ran until October 30, 2000.

Brown and Duffie continued to negotiate the sale of the property after the Listing Agreement expired. Lockhart demanded a new price of $5,000 an acre and an option price of $10,000. The School Board trustees subsequently rejected the $5,000 an acre offer. Lockhart reduced the asking price to $4,500 an acre with a $1,000 option price. The trustees voted to accept that purchase price, and the parties signed an option contract on May 8, 2000. The option contract stated:

Whereas, it is agreed that the Option price of the property located on Highway 17-A (Hendersonville Highway), near the Community of Hendersonville, in Colleton County, South Carolina, TMS# 234-00-00-042, containing fifty (50) acres, more or less, and one (1) improvement shall be Four Thousand Five Hundred and No/100 ($4,500.00) Dollars per acre ...

... [B]ut in the event that the Option is not exercised within one hundred eighty (180) days, the Optionor is no longer obligated and may retain the One Thousand and No/100 ($1,000.00) Dollar consideration....

Pursuant to a United States District Court Consent Order, issued on November 17, 1999, the School Board was required to obtain permission from the United States Justice Department before building a new school at a designated site. Duffie contacted a Justice Department attorney, Dan Foreman, prior to 2000. They subsequently discussed obtaining approval for the placement of a school upon the Hendersonville property. In early September of 2000, Foreman visited Colleton County and viewed the Hendersonville property. After observing the site, Foreman orally informed Duffie that the property was suitable for the purpose of a school. However, written approval was not forthcoming until November 1, 2000.

Lockhart testified that at some point after she signed the Listing Agreement, her half brother indicated he thought he should share in any proceeds obtained from the Hendersonville property. He later informed Lockhart that he had retained an attorney to pursue his claim. Lockhart filed a clear title action on September 18, 2000. Lockhart was adjudged the owner of the property in fee simple absolute on November 13, 2000.

On October 17, 2000, the School Board trustees voted to purchase the Hendersonville property pending approval from the U.S. Justice Department. Although no contract of sale was ever signed, Lockhart sold the Hendersonville property to the School Board on November 16, 2000, for $4,500 an acre.

Huffines attended the closing, but Lockhart refused to pay him a commission. The Huffines Company, LLC initiated this action alleging Lockhart breached the Listing Agreement by not paying Huffines a commission. The circuit court directed a verdict in favor of the Huffines Company, LLC on the breach of contract claim in the amount of $21,906. Additionally, the circuit judge held that Huffines procured a buyer in March of 2000 when he negotiated to sell the property for $3,500 an acre. The judge ruled that a sale or transfer of the property occurred in May of 2000 (within the six-month expiration period) when the School Board signed the option contract. He further held that a sale or transfer occurred on October 17, 2000, when the School Board voted to exercise the option contract. The jury rendered a verdict in favor of the Huffines Company on a breach of contract accompanied by a fraudulent act claim. However, no punitive damages were awarded.

STANDARD OF REVIEW

"In ruling on motions for directed verdict or judgment notwithstanding the verdict, the trial court is required to view the evidence and the inferences that reasonably can be drawn therefrom in the light most favorable to the party opposing the motions. The trial court must deny the motions when the evidence yields more than one inference or its inference is in doubt." Steinke v. South Carolina Dep't of Labor, Licensing & Reg., 336 S.C. 373, 386, 520 S.E.2d 142, 148 (1999); accord Hurd v. Williamsburg County, 363 S.C. 421, 611 S.E.2d 488 (2005); Hinkle v. Nat'l Cas. Ins. Co., 354 S.C. 92, 96, 579 S.E.2d 616, 618 (2003); Collins Entertainment, Inc. v. White, 363 S.C. 546, 611 S.E.2d 262 (Ct.App.2005); Lingard v. Carolina By-Products, 361 S.C. 442, 446, 605 S.E.2d 545, 547 (Ct.App.2004); Sims v. Giles, 343 S.C. 708, 714, 541 S.E.2d 857, 860 (Ct.App.2001). If the evidence as a whole is susceptible of more than one reasonable inference, a jury issue is created and the motion should have been denied. Jinks v. Richland County, 355 S.C. 341, 345, 585 S.E.2d 281, 283 (2003); Adams v. G.J. Creel & Sons, Inc., 320 S.C. 274, 277, 465 S.E.2d 84, 85 (1995).

A motion for directed verdict goes to the entire case and may be granted only when the evidence raises no issue for the jury as to liability. Carolina Home Builders, Inc. v. Armstrong Furnace Co., 259 S.C. 346, 358, 191 S.E.2d 774, 779 (1972). When the evidence yields only one inference, a directed verdict in favor of the moving party is proper. Swinton Creek Nursery v. Edisto Farm Credit, ACA, 334 S.C. 469, 476-77, 514 S.E.2d 126, 130 (1999); Sims v. Giles, 343 S.C. 708, 714, 541 S.E.2d 857, 860 (Ct.App. 2001). However, if the evidence as a whole is susceptible of more than one reasonable inference, the case must be submitted to the jury. Hurd v. Williamsburg County, 363 S.C. 421, 611 S.E.2d 488 (2005); ...