720 S.E.2d 485
S.C. Ct. App.2011Background
- Buyer and Seller entered a Commercial Purchase Agreement for Georgetown property on May 5, 2006, with a purchase price of $537,000 and an initial $10,000 earnest money; closing was due by July 28, 2006.
- The contract allowed rescission for default with damages, specific performance, and attorney's fees, and provided a prevailing party attorney's fee entitlement in disputes arising from the agreement or sale.
- The parties executed multiple addenda extending closing dates and altering deposits, extension fees, and credits through January 23, 2007, including additional deposits and fees tied to the extensions.
- In January 2007, a lawsuit against Buyer by Georgetown residents occurred; Seller did not respond to Buyer's indication to move forward, and the proposed fourth addendum was not returned.
- On April 10, 2007, Seller elected to rescind due to Buyer’s inability to close; Buyer sued for unjust enrichment and damages; a jury found no breach by either party, and Buyer later sought restitution of $205,000.
- The trial court denied the unjust enrichment claim; on appeal, the court reversed, awarding $205,000 to Buyer and remanding to determine attorney's fees.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether unjust enrichment supports restitution when neither party breached | Buyer contends rescission entitles restitution of $205,000 | Seller asserts no unjust enrichment since a contract existed and no breach was found | Yes; unjust enrichment supports restitution of $205,000 to Buyer |
| Whether the trial court properly handled attorney's fees under the contract on remand | Buyer seeks fees for the unjust enrichment action under the contract | Fees are within the trial court's discretion and depend on prevailing party status | Remand to determine whether fees should be awarded |
| Whether the jury's finding of no breach supports the equitable recovery of restitution | Evidence shows performance and rescission warrant restitution | Jury's finding of no breach negates entitlement to equitably restore funds | Court held that restitution is warranted despite no breach finding |
Key Cases Cited
- Earthscapes Unlimited, Inc. v. Ulbrich, 390 S.C. 609 (S.C. 2010) (quantum meruit can aid when contract exists but no contract damages awarded)
- Sauner v. Pub. Serv. Auth. of S.C., 354 S.C. 397 (S.C. 2003) (unjust enrichment requires benefit conferred, value realized, and inequity if retained)
- Ellis v. Smith Grading & Paving, Inc., 294 S.C. 470 (Ct. App. 1988) (unjust enrichment as quasi-contract restitution principle)
- Gignilliat v. Gignilliat, Savitz & Bettis, L.L.P., 385 S.C. 452 (S.C. 2009) (equitable remedies tied to unjust enrichment principles)
- Earthscapes Unlimited, Inc. v. Ulbrich, 390 S.C. 609 (S.C. 2010) (quantum meruit as alternative to contract-based remedies)