720 S.E.2d 53
S.C. Ct. App.2011Background
- 2000 cross-selling agreement between NARP and Reeves/Mfr Richardson: each would exchange 25% stock and 25% of taxable income as commissions.
- Charleston Agreement reduced stock percentages from 25% to 7.5%, but method of payment became disputed.
- Termination Agreement dated November 8, 2004 purported to terminate the 2000 Outline but contained an express reservation relating to Richardson’s option to purchase 7.5% of NARP.
- No written December 15, 2004 option agreement existed at termination, and the parties never executed an option dated December 15, 2004.
- Richardson later sought to exercise a purported option to buy 7.5% of NARP; the circuit court entered verdict for Richardson on stock, amounting to $2,936,300, and ordered specific performance; NARP appeals and Richardson cross-appeals.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether a contract to transfer 7.5% stock existed | Richardson contends the Charleston Agreement and related documents created an enforceable option | NARP argues the Termination Agreement terminated all rights to stock but no valid option remained | Remains a fact issue for the jury; directed verdict denial affirmed |
| Standing of Richardson to appeal | Richardson seeks relief under the judgment | NARP asserts Richardson lacks aggrieved status | Richardson is an aggrieved party and has appellate standing |
| Preservation of Richardson’s cross-appeal on specific performance amount | Richardson preserved issue by post-trial motion challenging the amount | NARP argues lack of preservation | Issue properly preserved and raised on appeal |
| Amount of specific performance for 7.5% stock | Richardson argues $415,988 reflects Charleston Agreement terms | NARP contends jury verdict within evidentiary range and should stand | Court affirms jury amount of $2,936,300; within evidentiary range and supported by record |
Key Cases Cited
- Sabb v. S.C. State Univ., 350 S.C. 416 (2002) (directed verdict standard; evidence-based inquiry only; multiple reasonable inferences premiss to jury)
- Steinke v. S.C. Dep't of Labor, Licensing & Regulation, 336 S.C. 373 (1999) (evidence sufficiency when more than one reasonable inference exists)
- Chaney v. Burgess, 246 S.C. 261 (1965) (directed verdict; credibility of witnesses for jury)
- Mahon v. Spartanburg Cnty., 205 S.C. 441 (1944) (standard for reasonable inferences on directed verdict)
- Jones v. Gen. Elec. Co., 331 S.C. 351 (1998) (policy on evidence and verdict sufficiency)
- Garrett v. Locke, 309 S.C. 94 (1992) (credibility versus existence of evidence; directed verdict)
- Pinckney v. Warren, 344 S.C. 382 (2001) (appellate review of factual findings in equity)
- Johnstone v. Matthews, 183 S.C. 360 (1937) (equitable findings conclusive if supported by evidence)
- Bailey v. Peacock, 318 S.C. 13 (1995) (jury findings within range of expert testimony must be upheld)
- James v. Horace Mann Ins. Co., 371 S.C. 187 (2006) (new trial nisi remittitur framework in equity/law blends)