757 S.E.2d 394
S.C.2014Background
- Lee, a lifelong Gamecock Club member, chose a $100,000 life policy with the University as sole beneficiary in 1990 to obtain Lifetime Scholarship status.
- The Agreement required Lee to pay premiums for eight years and, in exchange, granted him an “opportunity to purchase” Gamecock tickets.
- The Agreement stated Lee would be designated Lifetime Scholarship Donor for eight years and that he would have the opportunity to purchase tickets.
- In 2008, the University instituted the Yearly Equitable Seating (YES) program imposing a seat license fee to maintain seating and purchase rights.
- Lee paid the seat license fee under protest, arguing the YES program violated the Agreement by adding unconsented consideration.
- The trial court held the Agreement unambiguous and that Lee retained the opportunity to purchase tickets despite YES; the appellate court reversed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether YES fee violates the contract | Lee's rights to purchase were unaltered | University may change terms with revenue measures | Yes, University breached |
| Scope of “opportunity to purchase” | Opportunities are preserved without extra conditions | Opportunities can be conditioned | Unambiguous contract prohibits conditioning |
| Effect of unilateral modifications | Modifications require mutual agreement | Modifications permissible by consent or policy | Contract cannot be unilaterally altered |
| Remedies for breach | Lee entitled to no YES fees | No alternative remedy relevant | Remand for judgment for Lee |
| Contract interpretation standard | Contract should be read as written | Court may consider context | Court must enforce unambiguous terms |
Key Cases Cited
- Felts v. Richland Cnty., 303 S.C. 354 (1991) (declaratory judgment standard; contract interpretation context)
- Electro Lab of Aiken, Inc. v. Sharp Constr. Co. of Sumter, 357 S.C. 363 (Ct.App.2004) (breach and contractual interpretation principles)
- Auto Owners Ins. Co. v. Langford, 330 S.C. 578 (Ct.App.1998) (contract interpretation and action at law/equitable distinction)
- S.C. Dep't. of Transp. v. M & T Enters. of Mt. Pleasant, 379 S.C. 645 (Ct.App.2008) (unambiguous contract enforcement; no construction when terms clear)
- Watts v. Monarch Builders, Inc., 272 S.C. 517 (1979) (contract interpretation framework; main concern is intent)
- D.A. Davis Constr. Co. v. Palmetto Props., Inc., 281 S.C. 415 (1984) (court enforces unambiguous contracts; no re-writing)
- Layman v. State, 368 S.C. 631 (2006) (mutual agreement required for contract modification)