Yadkin Valley Bank v. Oaktree Homes, Inc.

THIS OPINION HAS NO PRECEDENTIAL VALUE. IT SHOULD NOT BE
CITED OR RELIED ON AS PRECEDENT IN ANY PROCEEDING
EXCEPT AS PROVIDED BY RULE 268(d)(2), SCACR.
THE STATE OF SOUTH CAROLINA
In The Supreme Court
Yadkin Valley Bank & Trust, Respondent,
v.
Oaktree Homes, Inc., Dawne M. Ras and Thomas C. Ras,
Daniel Simpson, Above All Services, Inc., Carter
Lumber Co., Efficient Painting Contractors, Inc.,
Creative Concepts, and Solid As A Rock, Inc.,
Defendants,
of whom Oaktree Homes, Inc. is the Petitioner.
Appellate Case No. 2014-002182
ON WRIT OF CERTIORARI TO THE COURT OF APPEALS
Appeal from York County
John C. Hayes, III, Circuit Court Judge
Memorandum Opinion No. 2016-MO-023
Heard November 4, 2015 – Filed July 6, 2016
AFFIRMED
Chad A. McGowan and William A. McKinnon, both of
McGowan, Hood & Felder, L.L.C., of Rock Hill; and
Blake A. Hewitt and John S. Nichols, both of Bluestein,
Nichols, Thompson & Delgado, L.L.C., of Columbia, for
Petitioner.
James W. Sheedy and Susan E. Driscoll, both of Driscoll
Sheedy, P.A., of Charlotte, North Carolina, for
Respondent.
PER CURIAM: Petitioner Oaktree Homes, Inc. (Oaktree) petitioned this Court
for a writ of certiorari to challenge the court of appeals' holding in Yadkin Valley
Bank & Trust v. Oaktree Homes, Inc., Op. No. 2014-UP-306 (S.C. Ct. App. filed
July 30, 2014), that the trial court properly granted Respondent Yadkin Valley
Bank & Trust (Yadkin Valley) summary judgment on Oaktree's counterclaims and
properly denied Oaktree's request for sanctions against Yadkin Valley. We granted
Oaktree's petition and now affirm for the reasons set forth by the court of appeals.
We dispose of this matter pursuant to Rule 220, SCACR, and the following brief
analysis. We find Yadkin Valley demonstrated the absence of a genuine issue of
material fact and its entitlement to a judgment as a matter of law. See Rule 56(c),
SCRCP (describing when a court should grant a party's motion for summary
judgment). There is no evidence that Oaktree "received a writing from the party to
be charged containing the material terms and conditions of the promise . . . and the
party to be charged . . . has signed the writing." S.C. Code Ann. § 37-10-107(1)(c)
(2015). In this regard, Oaktree has not presented evidence that any writing
containing all of the material terms and conditions of the loan agreement ever
existed. Although Dawne Ras's affidavit claimed the parties signed a letter
containing "handwritten changes," there is no mention in the Rases' testimony of
the parties initialing changes to the printed commitment letter. In fact, Thomas
Ras stated in his deposition that the interest rate—undoubtedly a material term1—
1
E.g., FDIC v. Cage, 810 F. Supp. 745, 747 (S.D. Miss. 1993) (noting that "the
rate of interest is a term which is essential to a determination of the rights and
duties of the parties"); Sanders v. Bagwell, 32 S.C. 238, 242–43, 10 S.E. 946, 947
(1890) ("It is hardly necessary to say that an alteration as to the time of payment,
the amount to be paid, or the rate of interest . . . would be material . . . .").
was scratched out. Moreover, he failed to state what, if anything, replaced it,
leaving to speculation whether Oaktree and American Community Bank2 (the
Bank) agreed to a different interest rate or any interest rate at all. He also testified
it was common for Derek Franklin, the Bank's loan officer, to take marked-up
copies of documents back to the Bank for approval. Although Thomas Ras
testified that the Bank usually acquiesced to Oaktree's requests for changes to the
drafts, nothing indicates Oaktree ever received a final, written agreement signed by
the Bank, which section 37-10-107 expressly requires. See generally John L.
Culhane, Jr. & Dean C. Gramlich, Lender Liability Limitation Amendments to State
Statutes of Frauds, 45 Bus. Law. 1779, 1795 (1990) ("This 'delivery' requirement
is intended to preclude lawsuits based on personal notes, confidential memoranda,
or drafts . . . ."). Thus, absent evidence Oaktree received a signed, written
document containing all of the loan agreement's material terms, the lender statute
of frauds bars Oaktree's counterclaims and we need not address what effect, if any,
a document's loss or destruction has on section 37-10-107.
Furthermore, given the record before it, the trial court did not abuse its discretion
in denying Oaktree's request for sanctions against Yadkin Valley, especially when
Yadkin Valley's defenses depended on the lack of a signed loan agreement and
Oaktree sought "an Order striking all defenses to [its] counterclaims and arguments
which rely on or presume that there is not a signed or executed loan commitment."
See Davis v. Parkview Apartments, 409 S.C. 266, 281, 762 S.E.2d 535, 543 (2014)
("'The imposition of sanctions is generally entrusted to the sound discretion of the
[trial] [c]ourt.'" (quoting Downey v. Dixon, 294 S.C. 42, 45, 362 S.E.2d 317, 318
(Ct. App. 1987))); id. at 281, 762 S.E.2d at 543 ("[A]n appellate court will not
interfere with 'a trial court's exercise of its discretionary powers with respect to
sanctions imposed in discovery matters' unless the court abuses its discretion."
(quoting Karppi v. Greenville Terrazzo Co., 327 S.C. 538, 542, 489 S.E.2d 679,
681 (Ct. App. 1997))); Baughman v. Am. Tel. & Tel. Co., 306 S.C. 101, 109, 410
S.E.2d 537, 542 (1991) (noting that sanctions that amount to a "judgment by
default or dismissal . . . may be made only if there is some showing of wilful
disobedience or gross indifference to the rights of the adverse party" (citations
omitted)).
Given our resolution of this case on the grounds discussed above, we need not
consider the parties' other arguments. See Futch v. McAllister Towing of
2
American Community Bank was Yadkin Valley's predecessor in interest.
Georgetown, Inc., 335 S.C. 598, 613, 518 S.E.2d 591, 598 (1999) (noting the Court
need not decide issues unnecessary to resolve the case before it).
The decision of the court of appeals is thus affirmed.
AFFIRMED.
PLEICONES, C.J., BEATTY, KITTREDGE, HEARN, JJ., and Acting
Justice Jean H. Toal, concur.