A&P Enters., LLC v. SP Grocery of Lynchburg, LLC, 812 S.E.2d 759

In 2011 A&P Enterprises (owned by Kim Patel) purchased at foreclosure three parcels in Lynchburg previously owned by his brother Sam Patel, who continued operating a liquor store and Tommy's Grill on the property.
No written lease existed; Sam placed the operating business into SP Grocery (his daughter's LLC) and obtained licenses.
A&P sued for ejectment and damages after Sam/SP failed to pay rent and reimburse A&P for taxes, gasoline purchases, and other expenses.
Respondents counterclaimed asserting promissory estoppel: Kim had promised Sam he could repurchase the property and Sam relied by making improvements.
The special referee found Sam had an equitable interest (promissory estoppel), denied eviction, and awarded A&P money for gasoline purchases; A&P appealed.
The appellate court reviewed promissory estoppel, eviction, and quantum meruit/unpaid rent issues and modified the referee’s rulings accordingly.

Issue	A&P's Argument	Respondents' Argument	Held
Whether promissory estoppel established an equitable interest in the property	No: promise was ambiguous and lacked definite terms; no meeting of minds	Yes: Kim promised Sam could repurchase for a stated price and anticipated payments; Sam relied and improved the property	Reversed: promise was ambiguous, no meeting of the minds, and reliance was unreasonable; promissory estoppel not proven
Whether Respondents could be evicted	A&P: occupancy terminated / rent unpaid; eviction appropriate	Respondents: equitable interest prevents eviction	Reversed and remanded: eviction proceedings may go forward because no equitable interest was shown
Whether A&P is entitled to unpaid rent (quantum meruit)	Yes: Respondents received benefit by occupying rent-free; unjust to retain benefit	Respondents: payments were intended as credits toward repurchase, not rent; also claim offsets for improvements	Reversed in favor of A&P on liability: remanded to compute unpaid rent beginning July 10, 2013 and to offset awards for Respondents’ improvements; consider prejudgment interest
Whether monetary awards for gasoline purchases and prejudgment interest were proper	A&P: entitled to recover for gasoline purchases	Respondents: disputed amounts/obligation	Affirmed: special referee’s awards for the two gasoline purchases and prejudgment interest upheld

Ins. Fin. Servs., Inc. v. S.C. Ins. Co., 271 S.C. 289, 247 S.E.2d 315 (1978) (frames test whether action is equitable or legal)
Linda McCo., Inc. v. Shore, 390 S.C. 543, 703 S.E.2d 499 (2010) (appellate review deference to special referee’s factual findings in legal actions)
Florence Cty. Sch. Dist. No. 2 v. Interkal, Inc., 348 S.C. 446, 559 S.E.2d 866 (Ct. App. 2002) (appellate scope of review in equity referrals)
Wright v. Craft, 372 S.C. 1, 640 S.E.2d 486 (Ct. App. 2006) (treats mixed equitable and legal claims with divided scope of review)
N. Am. Rescue Prods., Inc. v. Richardson, 411 S.C. 371, 769 S.E.2d 237 (2015) (defines promissory estoppel as a quasi-contract remedy and elements)
Satcher v. Satcher, 351 S.C. 477, 570 S.E.2d 535 (Ct. App. 2002) (sets out promissory estoppel elements and effect)
Barnes v. Johnson, 402 S.C. 458, 742 S.E.2d 6 (Ct. App. 2013) (promissory estoppel requires an unambiguous promise with definite terms)
Rushing v. McKinney, 370 S.C. 280, 633 S.E.2d 917 (Ct. App. 2006) (absence of clearly articulated terms precludes promissory estoppel)
Earthscapes Unlimited, Inc. v. Ulbrich, 390 S.C. 609, 703 S.E.2d 221 (2010) (elements and equitable nature of quantum meruit recovery)