Pierside Boatworks Inc v. Owens
2:15-cv-03689
D.S.C.Nov 17, 2017Background
- Plaintiffs (Pierside Boatworks) stored the vessel Sailing Vessel Frolic at its shipyard from August 2011 and seek unpaid storage fees, collection costs and attorney’s fees against the owners and successor entities.
- Addison W. Closson III and Judith A. Owens purchased and jointly titled the Frolic in November 2010; Closson was listed as the “managing” owner.
- Closson arranged a hurricane haul in August 2011 (Captain Harris signed the haul agreement), and the vessel has remained at Pierside since then.
- Closson signed a storage agreement with Pierside in February 2012; some communications about payment were copied to Owens and one repair payment was made from the couple’s joint account.
- Closson and Owens transferred title to Mickle, LLC and later to M/V Frolic, LLC after Pierside began collection efforts; both signed the bills of sale.
- Procedurally: Owens moved for summary judgment (seeking dismissal of claims against her); the magistrate judge recommended granting summary judgment only to the extent the breach-of-contract claim was predicated on a partnership theory, and otherwise denying summary judgment.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Owens is liable for breach of the maritime storage contract as a partner with Closson | Owens and Closson were joint owners who operated the vessel commercially, so they formed a partnership and are jointly liable for storage debts | Mere joint ownership (and marriage) alone does not create a partnership; no evidence Owens participated in the commercial enterprise | Summary judgment granted for Owens only as to partnership theory — evidence insufficient to show a partnership |
| Whether Closson had implied authority to bind Owens to the storage contract | Closson acted as managing owner; he arranged haul/storage to protect joint property, and Owens acquiesced/benefitted, so implied agency exists | Owens denies knowledge/authority; she did not sign Pierside documents nor manage the boat | Summary judgment denied — issues of fact remain whether Closson had implied authority to act for Owens |
| Whether Owens ratified Closson’s acts (ratification of agent’s contract) | Owens accepted benefits, knew facts (copied on emails, visited yard) and failed to repudiate — she ratified | Owens disputes knowledge/acceptance and denies responsibility | Summary judgment denied — factual dispute exists on ratification elements |
| Whether quantum meruit / unjust enrichment permit recovery from Owens | Pierside conferred storage services that benefitted Owens as co-owner; retention without payment is inequitable | Owens argues services solely benefited Closson and she received no value | Summary judgment denied — genuine issues exist on benefit and inequity elements |
| Whether fraudulent-conveyance claim survives against Owens | Transfer of vessel to LLCs was to hinder Pierside’s collection while indebtedness existed | Owens asserts she was not indebted (same arguments as on other claims) | Summary judgment denied — because factual disputes remain on underlying liability, fraudulent-transfer claim cannot be resolved on summary judgment |
Key Cases Cited
- Sweet Pea Marine, Ltd. v. APJ Marine, Inc., 411 F.3d 1242 (11th Cir.) (elements for recovery under maritime contract)
- Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (U.S. 1986) (summary judgment standard and evaluation of evidence)
- Johnson v. Arbabi, 584 S.E.2d 113 (S.C. 2003) (marital relationship alone insufficient to establish agency)
- Lincoln v. Aetna Cas. & Sur. Co., 386 S.E.2d 801 (S.C. Ct. App. 1989) (elements of ratification)