Broom v. Marshall

328 S.E.2d 639, 284 S.C. 530
CourtCourt of Appeals of South Carolina
DecidedApril 10, 1985
Docket0215
StatusPublished
Cited by4 cases

This text of 328 S.E.2d 639 (Broom v. Marshall) is published on Counsel Stack Legal Research, covering Court of Appeals of South Carolina primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Broom v. Marshall, 328 S.E.2d 639, 284 S.C. 530 (S.C. Ct. App. 1985).

Opinions

ORDER

Goolsby, Judge:

This action for breach of a construction contract was initiated by the respondent Robert D. Broom against the appellants Allen Marshall, Colonel 0. Rogers, and John Taylor, individually, and against the defendant Columbia Architectural Group, Inc. The issues presented on appeal are whether the trial court erred in failing to grant appellants’ motions for a directed verdict and for judgment non obstante ver dicto (n.o.v.) and whether the jury verdict was excessive so as to indicate passion, prejudice, or caprice.

We hold that the trial court erred as a matter of law in failing to direct a verdict for the appellants and in failing to grant their motion for judgment n.o.v. and therefore reverse the judgment below.

Broom, an architectural draftsman, contacted Columbia Architectural Group, Inc., for the purpose of obtaining plans for a house he wanted to build on his vacant lot. Columbia Architectural Group, Inc., is a corporation whose shareholders include Marshall, Rogers, and Taylor. Taylor drew the plans according to Broom’s request.

Broom then signed a contract with CAG Investments, Inc., on April 19, 1977 for the construction of his home pursuant to the specifications and plans drawn by Taylor. Rogers signed the contract as an authorized agent for CAG Investments. Although the heading on the contract listed CAG Invest[532]*532ments as a corporation, it was a partnership with Marshall, Rogers, Taylor, and James E. Bruce as partners.

CAG Investments proceeded to build the house. During its construction, Broom and his wife dealt with Rogers. The Brooms moved into the house in September 1977 and began to encounter numerous problems. They submitted to Rogers several “punch lists” of items that needed repair. Among the main problems were the incorrect application of redwood siding, an improperly built chimney, uncaulked windows, clogged plumbing, unaligned doors, and warped floors. Some items were repaired by CAG Investments, and others were repaired through Broom’s own efforts.

Broom brought suit against the appellants individually and the architectural corporation alleging a breach of contract for the failure to construct the residence in a good and workmanlike manner. He did not name Bruce as a defendant. Broom sought $30,000 in damages. Columbia Architectural Group, Inc., was dismissed from the suit at trial for reasons not disclosed in the trial transcript. In their answer, the appellants specifically denied they contracted individually with Broom alleging that Broom contracted with CAG Investments, a partnership, and that Rogers signed the contract as an agent for the partnership.

A jury verdict was subsequently returned against Marshall, Rogers, and Taylor for $30,000. Their motions for a non-suit, directed verdict, and judgment n.o.v. were all denied.

In an action at law tried by a jury, our standard of review applies only to the correction of errors of law. The jury’s findings of fact will not be disturbed on appeal unless the record discloses that there is no evidence to support its findings. Townes Associates, Ltd. v. City of Greenville, 266 S. C. 81, 221 S. E. (2d) 773 (1976). The jury’s verdict can be reversed when the only reasonable inference that can be drawn from the evidence is one contrary to the factual findings implicit in the jury’s verdict. Bell v. Harrington Manufacturing Co., 265 S. C. 468, 219 S. E. (2d) 906 (1975); Moran v. Jones, 281 S. C. 270, 315 S. E. (2d) 136 (1984).

I.

The first issue concerns whether the trial court erred in failing to grant the appellants’ motion for a directed verdict and judgment n.o.v. In determining these mo[533]*533tions, the evidence and all reasonable inferences therefrom must be viewed in the light most favorable to the non-moving party. Skipper v. Hartley, 242 S. C. 221, 130 S. E. (2d) 486 (1963); Mylin v. Allen-White Pontiac, Inc., 281 S. C. 174, 314 S. E. (2d) 354 (S. C. App. 1984).

The appellants’ motions were based upon the ground that the evidence showed that Broom entered into a contract with CAG Investments, a partnership, and not with individuals who were members of the partnership. Broom expressly maintained throughout the trial and during oral argument before this court that he sought recovery against the named* individuals and not the partnership.

In order for Broom in this instance to recover against Marshall, Rogers, and Taylor, individually, he must establish that a contract existed between him and each appellant. See 17A C.J.S. Contracts § 579 at 1115 (1963); Dehler v. Setliff, 153 Ga. App. 796, 226 S. E. (2d) 516 (1980). The evidence presented consisted of the following testimony:

(a) Broom stated that he met with Taylor and Rogers to sign the building contract. The contract to construct the home was with CAG Investments, which he discovered was a partnership. Further, he admitted that he did not enter into a contract with Marshall.1

[534]*534(b) Broom’s wife testified that she and her husband contracted with Rogers, Marshall, and Taylor as partners in CAG Investments to build their home.2

(c) Taylor, who was subpoenaed as a witness for Broom, stated that he, Marshall, Rogers and Bruce were stockholders in Columbia Architectural Group, Inc., and were partners in a building company, CAG Investments. Taylor produced the partnership income tax return for 1977 which showed that CAG Investments was a partnership when the building contract was signed. Rogers, according to Taylor, had authority to act on behalf of the partnership and thereby bind it when he signed the building contract.

(d) The appellants’ witness Cynthia Hilton corroborated Taylor’s testimony. Hilton was office manager for Columbia Architectural Group, Inc. Taylor, Marshall, Rogers, and Bruce are shareholders. In addition, during 1977 when Brooms’ home was under construction, Hilton assisted CAG Investments by working with Rogers to obtain the necessary building materials and subcontractors.

(e) During cross-examination, Hilton stated that Marshall signed the application for a building permit on behalf of CAG Investments. Even though the letterhead on the stationery used to draft the contract listed CAG Investments as being [535]*535incorporated, this was a printing mistake. CAG Investments was in fact a partnership and Rogers signed the contract with the knowledge of the other partners on behalf of the partnership.

On the other hand, no evidence can be found in the record that either Broom or his wife ever thought that they were contracting with Rogers, Taylor, and Marshall as individuals. The evidence suggests only that they believed they were dealing with a business entity, either a corporation or a partnership.3

Although the evidence does not support the finding that a contract existed between Broom and each appellant individually, it does support a finding that a contract existed between Broom and a partnership whose members included each appellant. “A partnership under the law is an entity separate and distinct from the persons who compose it.” Chitwood v. McMillan, 189 S. C. 262, 267, 1 S. E. (2d) 162, 164 (1939). “This principle has been applied solely in determining the legal relationships and liabilities of the partners.” Marvil Properties v.

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Bluebook (online)
328 S.E.2d 639, 284 S.C. 530, Counsel Stack Legal Research, https://law.counselstack.com/opinion/broom-v-marshall-scctapp-1985.