707 S.E.2d 431
S.C. Ct. App.2011Background
- ESA sought Job Development Credits (JDCs) under the South Carolina Enterprise Zone Act and Revitalization Agreement with Council to create 215 jobs and invest $14.49 million.
- Exhibits and early negotiations suggested minimums but did not expressly define a wage contingency in the Agreement.
- Council later modified terms orally to include an $11.58/hour wage contingency while preserving the minimum job requirement.
- Department audited ESA after ESA amended returns removing JDCs for low-wage positions; audit concluded ESA failed to meet the minimum job requirement and ESA ceased to exist as a taxpayer during the claims period.
- ALC reversed the Department, holding ESA complied with the Agreement as modified, and the Department appealed.
- This Court affirms the ALC, holding no wage contingency existed in the written Agreement and that the modification creating an $11.58 wage contingency was valid.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Exhibit B creates a wage contingency | ESA argues no wage contingency is in the Agreement. | Department argues Exhibit B imposes $15/hour minimum for 215 jobs. | No wage contingency in plain terms; ALC proper on contract interpretation. |
| Whether ALC's findings are supported by substantial evidence | ESA contends findings align with the Agreement and modifications. | Department asserts some findings conflict with the Agreement. | Findings supported by substantial evidence; discrepancies not prejudicial. |
| Whether the Department should have deflected to its administrative practices | Council/Department practices should guide entitlement interpretation. | Department argues deference due to agency practices. | No deference required; Council alone negotiates and interprets the Agreement. |
Key Cases Cited
- Smith-Cooper v. Cooper, 344 S.C. 289 (Ct.App. 2001) (contract interpretation when terms are clear)
- Ellie, Inc. v. Miccichi, 358 S.C. 78 (Ct.App. 2004) (ambiguous contract; intent becomes a question of fact)
- Jordan v. Sec. Group, Inc., 311 S.C. 227 (Ct.App. 1993) (contract ambiguity defined)
- S. Atl. Fin. Servs. Inc. v. Middleton, 356 S.C. 444 (2003) (read contract as a whole)
- Silver v. Aabstract Pools & Spas, Inc., 376 S.C. 585 (Ct.App. 2008) (plain language governs contract interpretation)
- S.C. Nat'l Bank v. Silks, 295 S.C. 107 (Ct.App. 1988) (oral modification of a written contract requires meeting of the minds)
- First Union Mortgage Corp. v. Thomas, 317 S.C. 63 (Ct.App. 1994) (oral modification requires essential term agreement)
- Media Gen. Commc'ns, Inc. v. S.C. Dep't of Revenue, 388 S.C. 138 (2010) (agency interpretations deserve deference absent plain language conflict)
- Futch v. McAllister Towing of Georgetown, Inc., 335 S.C. 598 ( Ct.App. 1999) (parol evidence rule considerations in contract cases)