SLF III – Hardeeville, LLC v. RSV – Hardeeville, LLC, 2023-000277

RSV – Hardeeville, LLC (RSV) owns the Savannah Tract in Hardeeville, SC, zoned as a Planned Development District under a Development Agreement (DA) with the city, allowing for mixed use, residential, commercial, and light industrial development.
The DA and its exhibits permit the conversion of residential acreage to commercial or light industrial use without a cap.
Rights to develop portions of the Tract were assigned through a series of agreements, particularly the Reed-HTI Assignment, which is central to this dispute; RSV obtained its rights via these assignments.
In 2019, RSV submitted a plan to the City to convert over 577 acres for light industrial use, which was approved; SLF III – Hardeeville, LLC (SLF) then sued, seeking a declaratory judgment that RSV was restricted to 155 light industrial acres.
The circuit court granted summary judgment for SLF, finding the Reed-HTI Assignment prohibited RSV from converting beyond 155 acres to light industrial use; RSV appealed this decision.

Issue	SLF's Argument	RSV's Argument	Held
Whether the Reed-HTI Assignment prohibits more than 155 acres of conversion	Only 155 acres allowed; language restricts further conversion	Assignment language and DA allow more; restrictions must be explicit	The Assignment is ambiguous; summary judgment was improper
Whether Assignment language creates a restrictive covenant	Provisions act as restrictive covenant limiting conversion	No explicit cap, and ambiguity should favor RS' free use	Assignment ambiguous; intent is a factual question
Whether to construe ambiguities in favor of property use/public policy	Strict construction required; public policy consistent with restriction	Ambiguities favor free property use; city public policy supports conversion	Ambiguity found; to be resolved by trial
Whether the absence of the City as a party affects declaratory relief	City's absence does not affect enforceability	City should be a party given its interest	No ruling as court resolves solely on ambiguity

Beaufort Cnty. Sch. Dist. v. United Nat. Ins. Co., 392 S.C. 506 (contract interpretation governed by parties' intent from contract language)
Ecclesiastes Prod. Ministries v. Outparcel Assocs., LLC, 374 S.C. 483 (agreement must be read as a whole to determine intent)
S.C. Dep't of Nat. Res. v. Town of McClellanville, 345 S.C. 617 (contract is ambiguous if susceptible to more than one interpretation)
HK New Plan Exch. Prop. Owner I, LLC v. Coker, 375 S.C. 18 (summary judgment improper if contract is ambiguous)
Wallace v. Day, 390 S.C. 69 (appellate court must recognize contract ambiguity even if parties do not)