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This page is a compilation of some of the recent developments in our firm’s Practice Areas. To check for updates in your area of interest, simply click on the Practice Area to your left.

Corporate Law

Jones v. Enterprise Leasing Co.-Southeast, 383 S.C. 259, 678 S.E.2d 819 (Ct. App. 2009).
Opinion No. 4548, decided May 18, 2009.

The plaintiff suffered serious brain damages and incurred medical expenses of approximately $1 million after her vehicle crashed as a result of being struck from behind by a leased vehicle. Through her guardian ad litem, the plaintiff filed this action against the company which leased the vehicle to the negligent driver, as well as its parent company. The plaintiff alleged that the defendants had negligently entrusted the vehicle to an incompetent, reckless, and otherwise unfit driver. The parent company moved for summary judgment, which the trial court granted. On appeal, the South Carolina Court of Appeals affirmed. The court found that the plaintiff could not establish ownership or control, a key element of negligent entrustment, by the parent company because the vehicle was titled in the name of the subsidiary. Moreover, the parent company was not liable as the alter ego of the subsidiary because the subsidiary was viable on its own and the parent company did not exercise the requisite dominance over the subsidiary.

Baumann v. Long Cove Club Owners Ass’n, Inc., 380 S.C. 131, 668 S.E.2d 420 (Ct. App. 2008).
Opinion No. 4445, decided October 14, 2008.

Members of a corporate homeowner’s association filed this declaratory judgment action seeking to compel the association to comply with covenants which required member approval for certain expenditures. After a bench trial, the trial court found for the association but denied the association’s motion for attorneys’ fees. On appeal, the South Carolina Court of Appeals affirmed, holding that the business judgment rule protected the board from liability and rejecting the members’ argument that the business judgment rule did not apply. The court found that the board’s actions were intra vires, not ultra vires, and therefore the business judgment rule was fully applicable. The court also affirmed the denial of attorneys’ fees to the association, finding that the association’s covenants permitted the recovery of attorneys’ fees only against members who had violated the covenants. Because the plaintiff members had violated no covenant, attorneys’ fees were not recoverable.

Walton v. Mazda of Rock Hill, 376 S.C. 301, 657 S.E.2d 67 (Ct. App. 2008).
Opinion No. 4306, decided January 10, 2008.

The plaintiff purchased a vehicle and a warranty agreement from a car dealership which would subsequently sell its assets to a third party. When the plaintiff brought the vehicle in for repair, the new owners refused to honor the warranty, and the plaintiff subsequently brought suit for breach of contract. The magistrate granted summary judgment to the defendants and the circuit court affirmed. On appeal, the South Carolina Court of Appeals rejected the plaintiff’s arguments that a magistrate does not have the authority to grant summary judgment and that the new dealership owners were subject to successor liability. The court found that Rule 81, SCRCP, extends summary judgment authority to magistrates, that there was no agreement for the new owners to assume the dealerships debts or obligations, that the sale of assets was not a consolidation, that the new dealership was not a mere continuation of the old dealership, and that the asset transfer was not fraudulent.

Mid-South Mgt. Co. Inc. v. Sherwood Development Corp., 374 S.C. 588, 649 S.E.2d 135 (Ct. App. 2007).
Opinion No. 4271, decided June 29, 2007.

The plaintiff obtained a judgment against a corporation and a trial was held to determine whether the corporation’s individual officers or its parent companies should be liable for the judgment. The South Carolina Court of Appeals upheld the trial court’s determination that neither the individual officers nor the parent companies should be held liable. The plaintiff was not entitled to pierce the corporate veil because it did not show that the corporation had failed to observe corporate formalities or that failure to pierce would result in fundamental unfairness. The court also found that the alter ego and amalgamation of interest theories were inapplicable in this case.

Keane v. Lowcountry Pediatrics, P.A., 372 S.C. 136, 641 S.E.2d 53 (Ct. App. 2007).
Opinion No. 4199, decided January 29, 2007.

The primary issue in this case was whether, in valuing a professional association, courts should consider the professional goodwill of the individual members. The South Carolina Court of Appeals held that in the absence of an agreement to the contrary, courts should not consider the goodwill of the individual members. To do so would require too much speculation, and goodwill does not possess value or constitute an asset separate and apart from the professional’s person.



 

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