844 S.E.2d 378
S.C.2020Background
- Thomerson was promised a 3% ownership interest in Lenco Marine as part of his compensation; negotiations began by 2007 and specific discussions occurred circa 2009.
- Lenco delayed distributing the shares while litigation with Bennett Marine was pending; that litigation ended in Lenco's favor in September 2013 but Thomerson never received the shares.
- Lenco was sold in December 2016; Thomerson pressed for the promised equity at that time and was told the promise would not be honored.
- Thomerson sued in federal court in 2018 asserting, inter alia, promissory estoppel and contract-based claims; defendants moved for summary judgment as time-barred under S.C. Code § 15-3-530.
- The district court granted summary judgment on all claims except promissory estoppel and certified the question whether the three-year statute of limitations applies to promissory estoppel.
- The South Carolina Supreme Court answered: the three-year statute (§ 15-3-530) does not apply to promissory estoppel; promissory estoppel is equitable and governed by laches.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether S.C. Code § 15-3-530 (3‑year limitations) applies to promissory estoppel | Promissory estoppel is an equitable claim; statutes of limitation do not apply to equity | Promissory estoppel is a quasi‑contractual remedy often seeking money, so the statute should apply (subsections for obligations or catch‑all) | No. § 15-3-530 does not apply to promissory estoppel; equity (laches) governs |
| Whether seeking monetary damages converts promissory estoppel into a legal claim subject to the statute | Monetary relief does not change the equitable character when relief exists only by equity | Money damages are legal relief, so statute of limitations should control | The court held monetary relief alone does not convert an equitable promissory‑estoppel claim into an action at law; laches remains the applicable doctrine |
Key Cases Cited
- Dixon v. Dixon, 362 S.C. 388 (2005) (statute of limitations applies to actions at law; laches governs in equity)
- Higgins Constr. Co. v. S. Bell Tel. & Tel. Co., 276 S.C. 663 (1981) (defines promissory estoppel as remedy to avoid injustice for reliance on promise)
- Duke Power Co. v. S.C. Pub. Serv. Comm'n, 284 S.C. 81 (1985) (promissory estoppel is equitable and distinct from contract)
- Myrtle Beach Hosp., Inc. v. City of Myrtle Beach, 341 S.C. 1 (2000) (distinguishes quasi‑contract/quantum meruit and sets test for such claims)
- A&P Enters., LLC v. SP Grocery of Lynchburg, LLC, 422 S.C. 579 (2018) (recognizes promissory estoppel as an equitable remedy)
- Graham v. Welch, Roberts & Amburn, LLP, 404 S.C. 235 (2013) (illustrative application of limitations to unjust enrichment/quantum meruit claims)