732 S.E.2d 205
S.C. Ct. App.2012Background
- Southern Glass performed twelve auto glass replacements for Kemper insureds and billed Kemper, but Kemper paid only portions of each invoice.
- The suit began in magistrate’s court for $2,301.98; after Kemper amended and increased the dispute above $7,500, the case moved to the court of common pleas.
- Kemper moved for summary judgment arguing Southern Glass billed more than agreed and no breach occurred; Kemper attached an affidavit from Brad Boardman about pricing and the role of Safelite Solutions.
- Boardman described Kemper’s process: rates are communicated to shops and insureds, Kemper does not set shop prices but pays according to pre-notified rates; a Safelite referral confirms rates before work begins.
- Kemper also attached a pricing document and a policy provision indicating limits and a promise to pay for safety glass under certain conditions.
- Southern Glass opposed, with Epley claiming no contract existed and that Southern Glass’s contract is with the insured, not Kemper, and that no binding pricing was accepted.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Did a binding unilateral contract form via pricing communications and performance? | Southern Glass contends no contract formed due to lack of acceptance of pricing. | Kemper argues the offer terms were accepted by Southern Glass’s performance and acceptance over the phone/fax. | Yes; unilateral contract formed by performance in response to price offer and pre-notified billing instructions. |
| Was the transcript evidence properly admitted and probative? | Southern Glass claimed the transcript was a surprise and not properly vetted. | Kemper maintained transcripts were admissible and supported the contract formation. | Transcript properly admitted; no reversible error; unilateral contract based on performance. |
| Did the trial court properly grant summary judgment given the evidence of contract formation? | Southern Glass argued genuine issues of material fact existed about contract formation. | Kemper argued the undisputed evidence shows performance constituted acceptance and payment per rates. | affirmed; no genuine issue of material fact; contract existed and no breach. |
Key Cases Cited
- Sauner v. Pub. Serv. Auth. of S.C., 354 S.C. 397 (2003) (contract elements and unilateral/bilateral distinctions in context of state agency.)
- Hansen ex rel. Hansen v. United Servs. Auto. Ass’n, 350 S.C. 62 (Ct.App. 2002) (contract interpretation; ambiguity determined by integrated agreement context.)
- Cascade Auto Glass, Inc. v. Idaho Farm Bureau Ins. Co., 141 Idaho 660 (Idaho 2005) (unilateral pricing notices; advance notice of payment terms and acceptance by performance.)
- Cascade Auto Glass, Inc. v. Progressive Cas. Ins. Co., 135 Wash.App. 760 (Wash. 2006) (unilateral contracts and acceptance via performance under pricing letters.)
- Auto Glass Express, Inc. v. Hanover Ins. Co., 293 Conn. 218 (Conn. 2009) (pricing letters and timeliness of payment; mere performance not necessarily acceptance.)
- Alpine Glass, Inc. v. Ill. Farmers Ins. Co., 643 F.3d 659 (8th Cir. 2011) (unilateral contract formation requires exact conformity to offer terms; performance alone may not bind.)
- Auto Glass Express, Inc. v. Hanover Ins. Co. (Connecticut discussion cited), 293 Conn. 218 (Conn. 2009) (pricing structure and payment promises interpreted as proposals, not binding without conforming invoices.)