Woodson v. Dli Props., LLC

• Court: South Carolina Supreme Court
• Citation: Woodson v. DLI Props., LLC, 406 S.C. 517, 753 S.E.2d 428 (S.C. 2014)
• Decision Date: 08 January 2014
• Docket Number: No. 27344.,27344.
• Parties: Larius G. WOODSON and Maurissa Woodson, Petitioners, v. DLI PROPERTIES, LLC, Allen Tate Co., Inc., Melia C. Faile and Alan L. Cauthen, Defendants, Of whom Allen Tate Co. and Melia C. Faile, are Respondents. Appellate Case No. 2011–198286.

406 S.C. 517

753 S.E.2d 428

Larius G. WOODSON and Maurissa Woodson, Petitioners,

v. DLI PROPERTIES, LLC, Allen Tate Co., Inc., Melia C. Faile and Alan L. Cauthen, Defendants,Of whom Allen Tate Co. and Melia C. Faile, are Respondents.Appellate Case No. 2011–198286.

No. 27344.

Supreme Court of South Carolina.

Heard Oct. 16, 2013.

Decided Jan. 8, 2014.

John Martin Foster, of Rock Hill, for Petitioners.

Thomas Lynn Ogburn, III, of Poyner Spruill, LLP, of Charlotte, North Carolina, for Respondents.

Chief Justice TOAL.

Larius and Maurissa Woodson (Petitioners) appeal the circuit court's decision granting summary judgment in favor of Allen Tate Co. (Allen Tate) and Melia Faile (collectively, Respondents). The court of appeals affirmed. We affirm the court of appeals' decision as modified.

Facts/Procedural Background

In 2006, DLI Properties, LLC (DLI), hired Allen Tate, a real estate brokerage firm, and Faile, Allen Tate's licensee, to serve as its agents in connection with the sale of certain real property in Lancaster, South Carolina (the property). Petitioners, using Sharon Davis of Davis Integrity Realty, Inc. as their broker, offered to purchase the property.¹

On August 1, 2006, at Petitioners' request, Faile sent Petitioners a draft form of an “Agreement to Buy and Sell Real Estate” (the offer). Upon receiving the offer, Petitioners made changes to several terms, initialed the changes, signed the offer, and returned it to Faile on August 3, for consideration by DLI. That same day, DLI made material changes to the offer, initialed those changes, signed the offer, and Faile returned it to Petitioners for consideration and approval. At some point later that day, after receiving the offer from Petitioners with initials to only some of DLI's changes, Faile faxed Davis the offer with the signatures and stated in the fax cover sheet that Petitioners needed to initial a few more items to finalize the offer. On Friday, August 4, Petitioner Larius Woodson (Larius) called Faile and explained he forgot to include in the offer a $4,300 limit on the cost of tapping into the existing water and sewer system (tap fee), which was a contingency term of the offer. Faile told Larius she would discuss the tap fee with DLI, but was unsure whether DLI would accept the change.

After Faile discussed the tap fee with a DLI representative, Faile telephoned Larius and left a voice message at 5:00 p.m. on August 4, stating DLI agreed to the change and directing Larius to notate the change, initial it, and deliver the offer to her with a check for the $1,000 earnest money deposit. Petitioners inserted the tap fee term, and initialed that change as well as DLI's changes. On Saturday, August 5, Petitioners delivered the offer to Faile's office with a check for the earnest money. Around 3:00 p.m. that day, Faile picked up the offer and check from her office and called DLI to finalize the offer; however, because some of DLI's partners were out of town and therefore unable to sign the tap fee change, they agreed to meet on Monday, August 7, to finalize the agreement.

On Sunday, August 6, Alan Cauthen contacted Faile through his real estate agent about making an offer on the property. Faile informed Cauthen's agent that DLI was considering another offer, but DLI had not finalized that offer yet. The agent requested Faile to fax over details about the property. Approximately four hours later, Cauthen's agent indicated Cauthen was very interested in the property and wanted to make a cash offer with an earlier closing date, but Cauthen was concerned with the septic and indicated he wanted an inspection. The inspection occurred on August 8, with Cauthen and his agent present. After the inspection, Cauthen informed Faile he wanted to make an offer, and Faile stated the offer must guarantee an earlier closing date and a $5,000 earnest money deposit.

In the meantime, on Monday, August 7, Faile informed DLI about Cauthen's offer. Faile also asked DLI whether she should inform Petitioners about Cauthen's offer. DLI instructed Faile not to inform Petitioners after Faile told DLI that she was afraid that, if she informed Petitioners about the other offer, DLI could lose both offers.

On Wednesday, August 9, Cauthen delivered a formal written offer to purchase the property. DLI accepted Cauthen's offer, and the parties executed the agreement that afternoon. After the agreement's execution, Faile called Davis and informed her that DLI had accepted another offer, which contained no contingencies and an earlier closing date. Petitioners subsequently filed a lis pendens on the property in the amount of $3,000.

On October 27, 2006, Petitioners commenced the current action against Respondents alleging fraud, negligent misrepresentation, and violations of the South Carolina Unfair Trade Practices Act (the SCUTPA) ² based on DLI's acceptance of Cauthen's offer and Faile's representation that DLI would accept Petitioner's offer.³ Petitioners claimed Respondents made misrepresentations concerning the validity and effectiveness of their agreement to purchase the property. Petitioners asserted Respondents had a duty of care to communicate truthful information to Petitioners, and breached that duty by failing to disclose the Cauthen offer and the fact that DLI had not signed Petitioners' offer. Petitioners further alleged Respondents demonstrated a pattern of behavior sufficient to establish a SCUTPA violation.

In his deposition, Larius testified he understood the tap fee's exclusion was a mistake on his part, which he realized on Friday, August 4, and he merely sought to enforce the contract for sale he and DLI originally negotiated. Larius stated he knew DLI planned to sign the tap fee change, but he was unaware that DLI's signature to the tap fee change was necessary to render the agreement valid and enforceable. Larius testified he sought to close on the land and receive reimbursement for expenses, estimated at $3,000, that he incurred between the time Petitioners changed the offer until DLI's rejection of the offer, which was the period between Saturday, August 5, through Wednesday, August 9.⁴

Faile testified that she believed Petitioners and DLI reached an agreement before Petitioners requested the inclusion of the tap fee. However, she testified that, prior to this change, she contacted Davis to inform her that the offer still required Petitioners' initials to ensure the validity of the agreement. Faile acknowledged that DLI would have accepted the offer with the tap fee and that she confirmed this with Larius in a voicemail. However, Faile also testified she believed the transaction was not complete until DLI initialed the tap fee change. She further testified that she felt the offer contained enough contingency terms, and that the tap fee would be an easy way for Petitioners to cancel the deal because the actual tap fee cost would likely be more than the $4,300 contingency. Additionally, Faile testified that she was ethically obligated to bring all potential offers, including Cauthen's offer, to DLI after Petitioners delivered their offer to her, because DLI had not yet signed Petitioners' offer containing the tap fee change.

On March 26, 2008, Respondents filed a motion for summary judgment. ⁵ On July 13, 2008, after a hearing on July 7, the circuit court entered an order granting Respondents' motion for summary judgment, stating:

Based upon the arguments of counsel, and upon consideration of the motion for summary judgment, the pleadings, affidavits, deposition, transcripts, discovery responses and other documents on file and the briefs filed by the parties, the Court determines that there are no genuine issues of material fact, and [Respondents] are entitled to judgment as a matter of law on all claims against them contained in the Complaint, pursuant to Rule 56 of the South Carolina Rules of Civil Procedure.

Petitioners appealed. The court of appeals affirmed the circuit court, finding Petitioners failed to satisfy their burden of providing a sufficient record. See Woodson v. DLI Props., Op. No. 2011–UP–291 (S.C.Ct.App. filed June 14, 2011). The court of appeals concluded it could not determine whether summary judgment was appropriate because the circuit court's order failed to articulate its reasons for granting summary judgment. Id. The court of appeals noted that, ordinarily, under Bowen v. Lee Process Systems Co., 342 S.C. 232, 536 S.E.2d 86 (Ct.App.2000), it would vacate the circuit court's grant of summary judgment and remand the case for more specific findings and analysis. Id. However, relying in part on Rule 210(h), SCACR,⁶ the court of appeals declined to do so “because the trial court might have articulated its decision during the summary judgment hearing and [Petitioners] failed to provide a hearing transcript.” Id. (emphasis added).

Issues Presented

I. Whether the court of appeals erred in affirming the circuit court on the basis that Petitioners failed to provide a sufficient record for review.

II. Whether the circuit court erred in granting summary judgment in favor of Respondents.

Analysis

I. Sufficient Record

Petitioners argue that a judgment is effective only when set forth in a written order, and if there is a conflict between a court's oral ruling and written order, the written order controls. Therefore, Petitioners argue, what the circuit court “might” have stated during the hearing is irrelevant to whether the motion for summary judgment should have been granted because such statements would not have been controlling of the outcome. Petitioners further contend, because all memoranda, affidavits, and other evidence presented to the circuit court were included in the Record before the court of appeals, and that evidence is the basis upon which the circuit court made its decision, there is no requirement to include the hearing transcript. ⁷

We agree that the court of appeals erred in affirming the circuit court's grant of...