Road, LLC and Pinckney Point, LLC v. Beaufort County ( 2024 )

THE STATE OF SOUTH CAROLINA
In The Supreme Court
Road, LLC and Pinckney Point, LLC, Plaintiffs,
of which Road, LLC is the Petitioner,
v.
Beaufort County, a political subdivision of the State of
South Carolina, Respondent.
Appellate Case No. 2021-000625
ON WRIT OF CERTIORARI TO THE COURT OF APPEALS
Appeal from Beaufort County
Carmen T. Mullen, Circuit Court Judge
Opinion No. 28204
Heard April 18, 2023 – Filed May 15, 2024
AFFIRMED IN RESULT
George Trenholm Walker and John Phillips Linton, Jr.,
both of Walker, Gressette & Linton, LLC, of Charleston,
for Petitioner.
C. Mitchell Brown and Allen Mattison Bogan, both of
Nelson, Mullins, Riley & Scarborough, LLP, of
Columbia; Robert W. Achurch III, of Howell Gibson &
Hughes, PA, of Beaufort; and Mary Bass Lohr, of Parker
Law Group, LLP, of Hampton, all for Respondent.
JUSTICE FEW: This case concerns the scope of the covenant of good faith and
fair dealing we held long ago is implied in every contract. Today we hold a party's
obligations under such an implied covenant are tied to the rights and duties the
parties agreed upon in the contract and the covenant may not be relied upon to create
new duties not expressly stated or otherwise implied. Our holding requires we
uphold the trial court's decision to grant judgment notwithstanding the verdict to the
defendant. We affirm the court of appeals in result.
I. Background
This case arises out of an attempt to develop a prime 229-acre peninsula of
waterfront real estate in Beaufort County. The developer purchased the peninsula
with a combination of cash and a purchase-money loan secured by a mortgage.
Before beginning the development, however, the developer needed to resolve two
disputes concerning its only access road, which runs across a narrow isthmus to the
peninsula. First, several neighboring landowners claimed they owned a .85-acre
parcel of land the access road crossed just before reaching the peninsula, and they
refused to provide the developer the right to use it. As to this first dispute, Beaufort
County contended the entire access road was a public road. Second, Beaufort
County denied the developer's request for a zoning variance necessary to relocate
and improve the access road. The two lawsuits arising from these disputes are
referred to by the parties as the "road action" and the "variance action." There is no
dispute that the developer's ability to relocate, improve, and use the access road was
essential to the success of the development.
The developer, the neighboring landowners, and Beaufort County settled both
lawsuits in a written "Settlement Agreement" filed in the Beaufort County Court of
Common Pleas under the caption of both lawsuits. Beaufort County expressly
promised in the Settlement Agreement to consent to an order declaring the end of
the access road to be private and to grant the developer the necessary zoning
variances to relocate and improve it.
The key to reaching the Settlement Agreement, however, was Road, LLC, which
was not a party to either lawsuit. 1 During the negotiation of the Settlement
Agreement, the developer did not have sufficient funds to purchase the .85-acre
parcel at the end of the access road, and the purchase of the parcel was a necessary
step to getting the neighboring landowners to join the Settlement Agreement. Road,
LLC—which we will most often refer to simply as "Road"—stepped in. In separate
agreements, Road agreed to pay $1.3 million to the neighboring landowners to
purchase their interests in the end of the access road, and the developer agreed to
purchase the same parcel from Road for $5 million upon completion of the
development. Pursuant to those two agreements, Road stood to make a profit of $3.7
million if the developer was able to complete the project.
Eventually, the developer defaulted on its purchase-money loan and its lender took
title to the peninsula. The developer did not give up, however, and obtained several
options from the lender to repurchase the peninsula if the developer gained
additional financing. After the options finally expired, Beaufort County purchased
the peninsula from the lender for the stated purpose of preventing its development.
Road contends all parties to the settlement agreement contemplated the peninsula
would eventually be developed—even if the initial developer was unable to
complete the project—and Road would at that time sell the .85-acre parcel to the
successful developer for a profit. Road contends Beaufort County breached the
implied covenant of good faith and fair dealing in the Settlement Agreement by
purchasing the peninsula, and thereby extinguishing any opportunity Road might
later gain to sell the .85-acre parcel to another developer.
A. The Land
Members of the Pinckney family owned and farmed prime real estate near
Bluffton—just a few miles northwest of Hilton Head Island—from about 1909. The
jewel of the family's property was the 229-acre peninsula, which is surrounded on
three sides by the deep water of the Okatie and Colleton Rivers—saltwater tidal
rivers that connect by water to the Chechessee River, then the Broad River, Port
Royal Sound, and ultimately the Atlantic Ocean. The peninsula is connected by land
1
The Settlement Agreement provided, "Road, LLC is not a party to the Actions but
is an interested party and joins this Agreement for the purposes of expressing its
agreement to the easements and conveyances described herein . . . ."
to the mainland of Beaufort County only by a 155-foot-wide isthmus. Pinckney
Colony Road crosses the isthmus, providing the only vehicular access to the
peninsula from U.S. 278—Fording Island Road—which is the main road to Hilton
Head from I-95. The property was described at trial as being shaped like a tennis
racket, with the peninsula as the head of the racket and the isthmus as its throat.
As of 2005, John and Nancy Pinckney owned the 229-acre head of the racket—the
peninsula. John's half-brother John David Pinckney and John David's wife Agnes
Pinckney claimed they owned the .85-acre parcel in the throat of the racket at the
end of Pinckney Colony Road—the access road. 2 As the development effort giving
rise to this litigation unfolded, everyone referred to peninsula as the "point tract" and
the .85-acre parcel at the end of the access road as the "road parcel." From this point,
we will refer to the two properties by those names.
B. The Attempted Development
In 2005, Stokes Land Group entered into a contract to purchase the point tract from
John and Nancy Pinckney for $15.6 million. Because of the dispute over the access
road and pending road action, however, Stokes Land Group and the Pinckneys
agreed to reduce the purchase price of the point tract by $5 million. Stokes Land
Group then created Pinckney Point, LLC, which purchased the point tract in March
2006 for $10.6 million. Pinckney Point paid $5.7 million in cash and borrowed the
rest of the purchase price from BB&T. After the purchase, Pinckney Point applied
for a variance to relocate the access road out of protected wetlands to an area more
suitable for water and sewer lines under the road. The County Zoning Board of
Appeals denied the variance request, and Pinckney Point appealed the decision to
circuit court in what became known as the variance action.
In 2010, BB&T initiated foreclosure proceedings on the point tract because Pinckney
Point was in default on its loan. The parties signed and filed the Settlement
2
Another one of the "neighboring landowners" referred to above is Dorothy P.
Gnann, who apparently owned a .11-acre portion of the access road adjacent to the
parcel claimed by John David and Agnes Pinckney. The record it not clear whether
the Gnann portion was part of, or in addition to, the .85-acre parcel which we now
refer to as the "road parcel," but it makes no difference to the analysis or outcome of
this appeal.
Agreement in January 2011. After the Settlement Agreement was signed, BB&T
sold its note and mortgage on the point tract to Equity Resource Partners (ERP). In
December 2011, Pinckney Point deeded the point tract to ERP in lieu of it
foreclosing on the mortgage. ERP sold Pinckney Point a one-year option to
repurchase the property for $6.5 million. The option was extended, but it ultimately
expired on March 11, 2013.
C. Beaufort County Purchase
As Pinckney Point searched for additional financing and negotiated with ERP to
extend the option period yet again in late 2012, a local real estate broker showed the
point tract to Garett Budds, a representative of the Beaufort County Rural and
Critical Lands Preservation Program. The Lands Preservation Program is a Beaufort
County initiative to conserve local land with high environmental value, and in
general it preserves land either by acquiring it outright or by purchasing a
conservation easement. At trial, Beaufort County conceded Budds was its agent.
Budds toured the point tract for about an hour and a half in mid-November 2012. A
representative of ERP was present and toured the property with Budds. Budds
testified at trial he thought the point tract was "a fantastic property" that is "replete
with natural resource value." In the "confidential" proposal he prepared proposing
the Lands Preservation Program purchase the point tract, Budds wrote "protection
of these parcels would complete protection of the Okatie River bend – a substantial
accomplishment," and "Pinckney Point would be the 'crown jewel' of the
Okatie/Colleton [Rivers area,] . . . a true eco-tourism attraction." Budds specifically
noted, "The property currently has an approved master plan for a rural subdivision
maximizing the waters edge and maritime forest – 77 units, 77 septic tanks, dozens
of docks," and "Acquisition would protect property from pending development."
The Land Preservation Program heard the presentation on March 14—three days
after Pinckney Point's option expired—and approved the purchase. Beaufort County
entered a contract with ERP to purchase the point tract on April 24, 2013, and closed
the sale on May 28, 2013.
II. Procedural History
Road, LLC and Pinckney Point, LLC filed this lawsuit against Beaufort County on
May 21, 2013, alleging it breached the Settlement Agreement by—among other
things—purchasing the point tract, thereby preventing its future development and
extinguishing Road's opportunity to sell the road parcel to a developer at a profit. At
trial, Road presented the testimony of the Beaufort County Administrator, who
stated, "I think the primary use that we wanted was to prevent the development of
the property."
The jury found Beaufort County did not breach the Settlement Agreement as to
Pinckney Point, LLC but it did breach the Settlement Agreement as to Road, LLC.
The jury awarded Road $5 million in damages. The County filed a motion for
judgment notwithstanding the verdict, arguing there was no breach of the Settlement
Agreement—either its express terms or the implied covenant of good faith and fair
dealing—and argued Road presented no evidence to support the jury's $5 million
award. The trial court granted the motion on both grounds.
The court of appeals affirmed on two grounds. Road, LLC v. Beaufort Cnty., 433
S.C. 164, 176-77, 857 S.E.2d 371, 377 (Ct. App. 2021). First, it found there was no
evidence Beaufort County was the proximate cause of Road's damages, an issue not
raised by the County nor ruled on by the trial court. 433 S.C. at 176, 857 S.E.2d at
377. Second, it determined the evidence "showed Road did not suffer $5 million in
damages because Road's expert testified that the property was still worth $5 million
after the County purchased the Point Tract." 433 S.C. at 176-77, 857 S.E.2d at 377.
"Thus," the court of appeals held, "the evidence presented at trial indicated the value
of the property did not change." 433 S.C. at 176, 857 S.E.2d at 377. The court of
appeals did not address whether Beaufort County breached the Settlement
Agreement, including the implied covenant of good faith and fair dealing.
We granted Road's petition for a writ of certiorari to address three issues. However,
we resolve the case on only one issue—the implied covenant of good faith and fair
dealing. We hold the trial court was correct to grant Beaufort County's motion for
judgment notwithstanding the verdict on the basis that Beaufort County—as a matter
of law—did not breach the Settlement Agreement by violating its implied covenant
of good faith and fair dealing. Therefore, we affirm the court of appeals in result.
We will briefly discuss the two issues the court of appeals did address in section IV
of the opinion.
III. Analysis
Turning to the merits of the appeal, we begin by articulating Road's theory of
Beaufort County's breach of the Settlement Agreement, in order to ensure we
understand the theory before we determine its legal validity. This will also enable
us to be precise as to our standard of review. We then turn to the legal question of
whether Road presented a valid breach of contract claim.
A. Road's Theory of Breach of Contract
In his closing argument to the jury, Road's trial attorney explained that Beaufort
County committed "two main breaches" of the Settlement Agreement. The first is
not important to this appeal. As to the second, counsel argued Beaufort County
"went out and negotiated and purchased the point [tract], thereby preventing this
[road parcel] from being an access to a residential subdivision as contemplated in
the Settlement Agreement." In its brief and reply brief to this Court, Road argued
"the County breached the implied covenant of good faith and fair dealing by
preventing this two-tenths of a mile from being an access to a residential subdivision
as contemplated in the settlement agreement." Road argued the Settlement
Agreement contemplated the likelihood the initial developer would not complete the
development and that a subsequent investor would complete it. Thus, Road argued,
facilitating the development of the point tract—not only by the initial developer—
was "the purpose for which the contract was made." Road argued Beaufort County
"agreed to do and perform those things that, according to reason and justice, it should
have done in order to carry out the purpose."
We view Road's theory as consistent from trial through oral argument at this Court.
During oral argument, the Justices engaged Road's counsel in a discussion of the
theory. Based on Road's closing argument to the jury, its arguments in its briefs, and
the discussion at oral argument, we summarize the theory—attempting to frame it in
the manner most favorable to Road—as follows: the parties to the Settlement
Agreement contemplated not only that the initial developer would attempt to
complete its effort to develop the point tract, but if that effort was not successful—a
very likely prospect in view of the initial developer's financial limitations—another
developer might eventually come in. In that event, the future developer would have
to deal with Road for the use of the road parcel at the end of the access road. In light
of these expectations, Road argues, Beaufort County was obligated to give Road a
fair opportunity to see if another developer would complete the project. Purchasing
the point tract three days after the initial developer's option to repurchase it finally
expired—for the purpose of preventing its development—was a breach of the
Settlement Agreement because it violated that obligation.
We find the facts support Road's theory of breach. First, Road's intention to protect
itself from the risk of Pinckney Point's failure is crystal clear. Road, LLC was
created by Arendale Holdings, a previous business partner with Stokes Land Group.
The fact Arendale Holdings created Road, LLC instead of investing directly with
Stokes Land Group or Pinckney Point, LLC is an unmistakable indication Road
sought to protect itself from the risk the initial developer—Pinckney Point—would
fail by insisting it purchase and own the road parcel separately from Stokes and
Pinckney Point.
Second, Beaufort County was aware of the potential for development of the point
tract even after the impending failure of the initial developer. In fact, by the County's
repeated admission, the very purpose of its purchase of the point tract was to prevent
another developer from completing the project. In addition, the same paragraph of
the Settlement Agreement quoted above in footnote 1 provides "all parties"
acknowledged Road's agreement to purchase the road parcel "as consideration to
bind the covenants and conditions and promises of the parties," thereby giving Road
the benefits of the County's agreement to make the road private and the entitlement
to the variances the County agreed to grant to relocate and improve the road. In his
proposal to purchase the point tract—finalized after the initial developer lost its
option to repurchase—Budds acknowledged the still "pending development." An
attorney representing Road contacted Beaufort County after Road learned of Budds's
proposal to purchase the point tract—before the County closed the sale—to inform
the County of Road's position that the purchase would breach the Settlement
Agreement because Road foresaw another developer completing the project.
Finally, despite Road's clear intentions and Beaufort County's knowledge of the
likelihood of the initial developer's failure and the possibility of another developer
stepping in, the County purchased the point tract with the stated purpose of
preventing its future development.
These facts—and others—that support Road's theory of Beaufort County's breach of
the Settlement Agreement render the question before us a pure question of law: can
the Settlement Agreement be read to include an obligation on the part of Beaufort
County to not interfere with Road's fair opportunity to see if another developer
would complete the project. See Crenshaw v. Erskine Coll., 432 S.C. 1, 24-26, 850
S.E.2d 1, 13-14 (2020) (explaining that contract claims "must be based on the terms
of the contract" and that "construing a contract" to determine what those terms are
"is a question of law for the court"). We review questions of law with no deference
to the trial court. Callawassie Island Members Club, Inc. v. Dennis, 425 S.C. 193,
198, 821 S.E.2d 667, 669 (2018).
B. Implied Contract Terms
We turn, therefore, to the legal question whether the Settlement Agreement may be
read to impose such an obligation on Beaufort County. It is important to first clarify
that this case is not about terms implied in a contract. Our courts have recognized
the law will imply specific terms that are not expressed in a contract, but only under
limited circumstances. See Maccaro v. Andrick Dev. Corp., 280 S.C. 96, 100, 311
S.E.2d 91, 94 (Ct. App. 1984) ("Where an implied term is necessary to effectuate
the intention of the parties, the law will supply it." (citing Com. Credit Corp. v.
Nelson Motors, Inc., 247 S.C. 360, 366-67, 147 S.E.2d 481, 484 (1966))); S. Realty
& Const. Co. v. Bryan, 290 S.C. 302, 312, 350 S.E.2d 194, 199 (Ct. App. 1986)
(finding a term was properly found to be implied in the contract). These implied
terms are not the same as what we have referred to in modern cases as the "implied
covenant of good faith and fair dealing." 3 In Commercial Credit—the first case in
3
Maccaro is a good example of a case in which the court correctly refused to imply
a specific term into a contract. There, Andrick agreed to sell the Maccaro sisters a
condominium and to finance part of the purchase price. 280 S.C. at 98, 311 S.E.2d
at 92-93. Their contract did not specify the terms of the mortgage the Maccaro
sisters agreed to give Andrick to secure the loan. 280 S.C. at 100, 311 S.E.2d at 93.
When Andrick backed out of the contract over a disagreement as to whether the
sisters must agree to a "due on sale" provision in the mortgage, the sisters sued him
for specific performance. 280 S.C. at 99, 311 S.E.2d at 93. Andrick defended the
suit on the basis the contract "bound the Maccaros to comply with all reasonable
terms of financing imposed by the seller," even though the contract for sale was
silent as to the terms of a mortgage. Id. Judge Bell, writing for the court of appeals,
acknowledged the law will sometimes imply terms "necessary to effectuate the
intention of the parties," though such "implied terms are not favored in the law." 280
S.C. at 100, 311 S.E.2d at 94. "The unexpressed provision may be inferred from the
language of the contract itself, or by looking to the external facts and circumstances
which we used the phrase "implied covenant of good faith and fair dealing"—we
differentiated between terms implied in a contract and the implied covenant. 247
S.C. at 366-67, 147 S.E.2d at 484. In this case, however, there can be no implied
terms because the parties to the Settlement Agreement specifically agreed it
"contains the full and complete agreement between and among them" and "there are
no oral or implied agreements or understandings which are not specifically set forth
in this Agreement or in the exhibits thereto." When sophisticated parties such as
Road and Beaufort County specifically provide there will be no implied terms read
into their agreement, we will enforce that provision. Thus, Beaufort County's
alleged obligation to not interfere with Road's fair opportunity to see if another
developer would complete the project cannot be based on an implied contractual
term. Rather, the alleged obligation must be based only on the implied covenant of
good faith and fair dealing.
C. Implied Covenant of Good Faith
This conclusion, in turn, answers the legal question before us. The implied covenant
of good faith and fair dealing cannot create new contractual duties not already
expressed or implied in the contract. See 17A Am. Jur. 2d Contracts § 362 (2016)
("A duty of good faith must relate to performance of an express term of the contract
and is not an abstract and independent term of a contract . . . ."). Rather, the implied
covenant serves only to govern the manner in which parties to a contract enforce
their existing contractual rights and carry out their existing contractual duties—
express or implied. See, e.g., Com. Credit, 247 S.C. at 366, 147 S.E.2d at 483(requiring that an implied contractual obligation to collect payments on installment
sales contracts be performed with "reasonable and normal diligence"); Columbia E.
Assocs. v. Bi-Lo, Inc., 299 S.C. 515, 520-21, 386 S.E.2d 259, 262 (Ct. App. 1989)
(requiring a party to a contract "do those things that according to reason and justice
should be done to carry out the purpose for which the contract was made" (citing
Com. Credit, 247 S.C. at 367, 147 S.E.2d at 484)). We have addressed that "manner"
in several other cases, as has our court of appeals. We find it unnecessary to discuss
surrounding the bargain, or by proving a general custom and usage of including
certain terms as part of similar contracts." Id. The court found, "There is no
language in the contract from which to infer an agreement that the mortgage terms
would be those specified by the seller," and refused to find the term implied in the
contract. Id.those cases at length, because the point on which we decide this case is the implied
covenant of good faith and fair dealing applies only to the manner in which a party
may enforce its contractual rights and must carry out its already-existing contractual
duties. The covenant may not be relied on to create new contractual duties not
expressly stated or fairly implied in the contract itself.
Road makes one particular argument we will address regarding "the purpose for
which the contract was made," citing Columbia East and other authorities. Road
argues "the purpose of the Settlement Agreement was to facilitate the development
of the Point Tract" and relies on instances in which it contends Beaufort County
representatives testified in support of its argument. We discount Road's argument
for two reasons. First, identifying the purpose of the contract is really part of the
analysis of whether an unexpressed term should nevertheless be implied. In
Columbia East, for example, the court of appeals construed a lease and implied a
term in it to require the anchor tenant Bi-Lo to continuously operate a grocery
store—or sublease the space if it ceased operations—to attract smaller shops for the
benefit of the landlord. 299 S.C. at 521, 386 S.E.2d at 262. The court found, "The
use of one or more anchor tenants to bring customers to the smaller shops in a
shopping center is a common practice," and "We agree with the trial judge that . . .
the parties intended that an operating supermarket would occupy the leased space."
Id.
The second reason we discount Road's argument is the purpose of the contract is to
be determined by the court construing its expressed terms, not by permitting
witnesses to provide parol evidence of their unilateral personal views.4 In this case,
the Settlement Agreement is clear that the mutual purpose of parties in reaching the
4
In Columbia East, the court of appeals relied on parol evidence, stating "we turn to
extrinsic evidence in the record regarding the intent of the parties." 299 S.C. at 521,
386 S.E.2d at 262. As the court's ensuing discussion clearly indicates, however, it
was seeking to determine the mutual intent of the parties, not the unilateral intent of
the landlord. In this case, despite the contentions of Road, the testimony it relies on
demonstrates only Road's unilateral intent. While we do not doubt the other parties
were aware of Road's unilateral intentions, Pinckney Point certainly did not enter the
Settlement Agreement for the purpose of having another developer complete its
project. Likewise, we do not construe this Settlement Agreement as giving any
indication Beaufort County had such a purpose.
Settlement Agreement was to settle the two lawsuits pending in circuit court. See
Rodarte v. Univ. of S.C., 419 S.C. 592, 603, 799 S.E.2d 912, 917 (2017) ("The parol
evidence rule prevents the introduction of extrinsic evidence . . . to contradict, vary,
or explain the written instrument." (quoting Gilliland v. Elmwood Props., 301 S.C.
295, 302, 391 S.E.2d 577, 581 (1990))). The "recitals" prefacing the Settlement
Agreement explain that the parties "wish to settle and resolve the [lawsuit regarding
the road] and all matters in dispute concerning the unpaved road to and from the real
property known as Pinckney Point," and "wish to also settle and resolve all matters
in dispute concerning the relocation and improvement of a portion of the roadway
located on the Point Tract . . . ." In addition, as stated above in note 1, the Settlement
Agreement specifically provides that Road "joins this Agreement for the purposes
of expressing its agreement to the easements and conveyances described herein,"
saying nothing of even Road having any purpose to prevent Beaufort County from
interfering with Road's intentions in the event Pinckney Point failed to complete the
development. These terms clearly indicate the mutual purpose of the parties to the
Settlement Agreement is not as broad as Road suggests. See Schulmeyer v. State
Farm Fire & Cas. Co., 353 S.C. 491, 495, 579 S.E.2d 132, 134 (2003) (explaining
courts must interpret a contract "according to the terms the parties used"); N. Am.
Rescue Prod., Inc. v. Richardson, 411 S.C. 371, 378, 769 S.E.2d 237, 241 (2015)
("Interpretation of a contract is governed by the objective manifestation of the
parties' assent at the time the contract was made, rather than the subjective, after-
the-fact meaning one party assigns to it.") (citation omitted). We have no doubt all
parties "contemplated"—as noted in the agreement—that Pinckney Point, LLC
would develop the point tract, and we have already discussed that Road, LLC's
unilateral purpose was clear to set itself up to profit even if another developer had to
step in when Pinckney Point failed. Nevertheless, we do not read the Settlement
Agreement as showing a mutual purpose of the parties to facilitate development of
the point tract even in the event Pinckney Point was unable to do so.
This is not at all to say the purpose of the contract is irrelevant to a party's covenant
of good faith and fair dealing. In Columbia East, for example, the court of appeals
went beyond its finding of an implied term and stated, "We further find that the
requirement of continuous operation is one of good faith." 299 S.C. at 521, 386
S.E.2d at 263. Here, however, the Settlement Agreement expressly forecloses the
consideration of implied terms, and there are no express duties stated in the
Settlement Agreement that could support an obligation on the part of Beaufort
County to not interfere with Road's fair opportunity to see if another developer
would complete the project. The Settlement Agreement obligated the County to
agree the road was private and to grant a variance to relocate and improve the road.
Once Pinckney Point, LLC's option expired, the Settlement Agreement did not
prohibit the County from purchasing the point tract. The covenant of good faith
cannot impose a duty separate from the terms of the contract itself.
IV. Remaining Issues
We now turn to the opinion of the court of appeals and the two issues it addressed:
evidence of damages and proximate cause.
First, the court of appeals held the testimony of an expert witness presented by Road
established—as a matter of law—the value of the road parcel had not decreased
because he stated it was still worth $5 million after the County purchased the point
tract. After reviewing the testimony in context, however, it is clear the expert was
referring to the value of the road parcel if it were still to be used as access to a
residential development. More importantly, a jury could easily have inferred this
was what he meant, and therefore the court of appeals inappropriately weighed the
evidence. See RFT Mgmt. Co. v. Tinsley & Adams L.L.P., 399 S.C. 322, 331-32,
732 S.E.2d 166, 171 (2012) ("When reviewing the trial court's ruling on a motion
for a directed verdict or a [judgment notwithstanding the verdict], this Court must
apply the same standard as the trial court by viewing the evidence and all reasonable
inferences in the light most favorable to the nonmoving party." (citing Elam v. S.C.
Dep't of Transp., 361 S.C. 9, 27, 602 S.E.2d 772, 782 (2004))). The court of appeals
also failed to consider other evidence of the road parcel's value, namely Road's
contract for sale with Pinckney Point, LLC and the reduction in purchase price when
Pinckney Point, LLC originally bought the point tract. Both of those pieces of
evidence would support the jury award of $5 million in damages.
More importantly, even if no evidence supported an award of specifically $5 million,
the jury could clearly infer the value of the road parcel was reduced when the point
tract was no longer going to be used as a residential community. Ultimately, there
was evidence Road was harmed, even if the extent of that harm was unclear. See
Austin v. Stokes-Craven Holding Corp., 387 S.C. 22, 43, 691 S.E.2d 135, 146 (2010)
("While neither the existence, causation nor amount of damages can be left to
conjecture, guess or speculation, proof with mathematical certainty of the amount of
loss or damage is not required." (quoting Whisenant v. James Island Corp., 277 S.C.
10, 13, 281 S.E.2d 794, 796 (1981))). Road's contract for sale with Pinckney Point,
expert testimony the highest and best use of the road parcel was as residential access,
and the reduction in purchase price when Pinckney Point originally bought the point
tract are all evidence Road suffered some damages. If a party presents any evidence
it was harmed but that evidence is insufficient to support the jury's particular award,
then the proper remedy is not judgment notwithstanding the verdict but a new trial.
See Anderson v. Aetna Cas. & Sur. Co., 175 S.C. 254, 281-82, 178 S.E. 819, 829
(1934) ("The authority of a circuit judge to correct, modify, or interfere with the
verdict of a jury in a case properly triable by jury is embraced in and limited to the
power to grant new trials." (quoting Gwathmey v. Foor Hotel Co., 121 S.C. 237, 241,
113 S.E. 688, 689 (1922))). Therefore, judgment notwithstanding the verdict was
inappropriate on the basis Road failed to present evidence of damages.
Second, Road asserts the court of appeals erred in holding Pinckney Point was the
exclusive cause of Road's harm due to Pinckney Point's inability to close on and re-
purchase the point tract. There can be no doubt Pinckney Point's failure was a cause
of Road's harm. But it is equally clear—assuming the County breached the
Settlement Agreement—the County's purchase and conservation of the point tract
was also a cause of Road's harm. See Wickersham v. Ford Motor Co., 432 S.C. 384,
394 n.4, 853 S.E.2d 329, 334 n.4 (2020) ("[T]there can be more than one proximate
cause of an injury." (citing Matthews v. Porter, 239 S.C. 620, 627, 124 S.E.2d 321,
325 (1962)). The jury could have concluded that but-for the County purchasing the
point tract, another developer would have eventually bought and developed the land
and therefore would have purchased access over the road parcel.
V. Conclusion
While the court of appeals improperly weighed the evidence, we nonetheless affirm
the order granting judgment notwithstanding the verdict because—as a matter of
law—Beaufort County could not have breached the implied covenant of good faith
and fair dealing in the Settlement Agreement. Neither the purpose nor the terms of
the Settlement Agreement could prohibit the County from purchasing the point tract
once Pinckney Point's option expired.
AFFIRMED IN RESULT.
BEATTY, C.J., KITTREDGE, JAMES and HILL, JJ., concur.