Rodarte v. University of South Carolina, 799 S.E.2d 912

Background

USC and the Gamecock Club sold Lifetime Memberships (mid-1980s onward) that included written contracts with an Exhibit A listing benefits, including “Assigned Reserved Parking.”
Respondents (lifetime members or beneficiaries) had for decades received assigned parking on the stadium apron; in 2012 USC removed apron parking and reassigned members to spaces in a nearby Farmers Market lot.
Respondents sued, alleging the contracts guaranteed them first priority in selecting parking and claiming Petitioners breached that obligation; they also invoked equitable estoppel based on alleged assurances of priority.
The trial court held the written contracts were unambiguous, barred parol evidence, found no contractual right to specific priority, and granted summary judgment for Petitioners, rejecting equitable estoppel.
The court of appeals agreed the contracts were unambiguous but reversed on equitable estoppel, finding disputed facts about detrimental reliance; the Supreme Court granted certiorari.
The Supreme Court reversed the court of appeals, holding equitable estoppel cannot be used to vary clear, written contract terms (and parol evidence cannot be used to supply such variance); summary judgment for Petitioners reinstated.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether equitable estoppel can rewrite or supplement an unambiguous written contract	Respondents: estoppel applies because USC/Club made assurances of parking priority and members relied to their detriment	Petitioners: parol evidence rule bars extrinsic assurances; unambiguous contracts control; estoppel cannot alter written terms	No — equitable estoppel cannot be used to alter unambiguous written contracts; parol evidence excluded
Whether parol evidence may be admitted to show prior assurances about contract benefits	Respondents: prior verbal assurances and a 2008 letter show promised priority	Petitioners: parol evidence rule forbids contradicting clear written terms; later letters irrelevant to formation	Parol evidence not admissible to change an unambiguous contract; later communications cannot alter original written meaning
Whether Springob permits estoppel here	Respondents: rely on Springob where estoppel survived despite lack of written contract	Petitioners: Springob is distinguishable — there was no written contract there	Springob distinguishable; estoppel in Springob addressed absence of written contract, not altering an unambiguous written contract
Whether government status or offensive/defensive use of estoppel affects availability	Respondents: (implicit) estoppel should apply regardless	Petitioners: estoppel not available offensively to rewrite contracts; public entities not estopped here	Court did not need to reach subsidiary arguments after ruling estoppel cannot change unambiguous written contracts

Key Cases Cited

Springob v. Univ. of S.C., 407 S.C. 490 (2014) (equitable estoppel permitted where no enforceable written contract existed and reliance created triable issue)
Eagle Container Co. v. County of Newberry, 379 S.C. 564 (2008) (standard of review for legal questions; interpretation of unambiguous instruments is question of law)
Strickland v. Strickland, 375 S.C. 76 (2008) (sets elements of equitable estoppel in South Carolina)
Gilliland v. Elmwood Props., 301 S.C. 295 (1990) (parol evidence rule prevents extrinsic evidence to contradict unambiguous written instruments)
Stevens & Wilkinson of S.C., Inc. v. City of Columbia, 409 S.C. 568 (2014) (where agreement is clear, court must give effect to the contract's plain terms)
N. Am. Rescue Prods., Inc. v. Richardson, 411 S.C. 371 (2016) (contract interpretation governed by objective manifestation of assent)
Carolina Ceramics, Inc. v. Carolina Pipeline Co., 251 S.C. 151 (1968) (contract ambiguity exists only when instrument is susceptible to more than one reasonable interpretation)
Sanders v. Allis Chalmers Mfg. Co., 237 S.C. 133 (1960) (parol evidence cannot be used to contradict a written agreement)