Columbia Management Corp. v. Resort Properties, Inc.

307 S.E.2d 228, 279 S.C. 370, 1983 S.C. LEXIS 394

• Court: Supreme Court of South Carolina
• Decided: September 14, 1983
• Docket: 21988
• Status: Published

Opinions

Ness, Justice:

This is an action by appellant Columbia Management Corporation against respondents Resort Properties, Inc., of Beaufort, Brooks Harvey, Barry Odom, and Royce King, agents of Resort Properties asserting tortious interference with appellant’s business relationship with Harbor Island Development Corporation. The trial judge granted respondents’ motion for summary judgment. We agree.

In reviewing a summary judgment, this Court must construe the evidence and all reasonable inferences drawn therefrom in the light most favorable to appellant. Salvo v. Hewitt, Coleman & Associates, Inc., 274 S. C. 34, 260 S. E. (2d) 708 (1979). If the evidence fails to reveal any genuine issue of material fact an inquiry into the facts is not desirable to clarify the application of the law, the judgment will be affirmed. See cases collected in 12 West’s S. C. Digest, Judgment, Key No. 181(2).

The evidence presented on appellant’s behalf shows Clyde F. Johnson, the sole agent and partner of Harbor Island Development Corporation with authority to enter into contractual negotiations, commenced serious negotiations with appellant in May 1980 regarding the purchase and development of certain real property located on Harbor Island. Appellant presented to Mr. Johnson a draft option agreement which was redrafted on June 17,1980, by incorporating certain changes requested by Mr. Johnson and his attorney. On June 20, 1980, appellant and Mr. Johnson reached an agreement on the option to purchase and develop property on Harbor Island, such agreement being conditioned upon being retyped to include changes agreed upon, being reviewed by Mr. Johnson and his attorney, and being signed.

Appellant’s evidence further shows appellant contacted respondents at the behest of Harbor Island Development Corporation to have Resort Properties act as sales agent for appellant’s proposed condominium development at Harbor Island. Appellant’s president, while having lunch with Mr. Johnson, met with respondent Barry Odom and discussed appellant’s plan to develop and sell condominium units at Harbor Island. Respondents indicated interest and requested more information. Appellant’s vice-president met with respondents and disclosed in confidentiality the proposed development and related plans and agreements. On June 25,1980, appellant gave respondents an agency agreement which they refused to sign because they were .considering a better deal.

The evidence indicates respondents contacted Mr. Johnson on June 21, 1980, and requested him not to sign appellant’s agreement because they were drafting an offer. On June 27, 1980, Harbor Island Development Corporation informed appellant the option agreement was an agreement no longer because Resort Properties had made a better offer.

The trial judge found the proposed option agreement came within the statute of frauds, S. C. Code Ann. § 32-3-10 (1976), thus, appellant acquired no contractual rights with which respondent could have interfered since the agreement was not executed; that South Carolina does not recognize a cause of action for tortious interference with prospective contractual relations, citing Smith v. Holt, Rinehart and Winston, Inc., 270 S. C. 446, 242 S. E. (2d) 548 (1978); and that no genuine issues of material fact existed, thus, respondents were entitled to summary judgment.

We agree with the trial judge there is no dispute that the agreement was conditional and subj ect to its being (1) retyped to include changes, (2) reviewed by Johnson and his attorney, and (3) signed by the parties. The proposed option agreement itself provided that the option agreement was not to commence until it was executed by both parties.

We have previously held that when the parties contemplate execution of a written agreement as a condition precedent to being bound, no valid contract arises until the agreement is executed. Bugg v. Bugg, 272 S. C. 122, 249 S. E. (2d) 505 (1978); Holliday v. Pegram, 89 S. C. 73, 71 S. E. 367 (1911). Since this contract was clearly conditioned on being signed by the parties, we would hold there was no valid contract with which respondent could have interfered.

Further, appellant’s petition does not allege a valid contract existed or that appellant had acquired any contractual rights. Instead, appellant chose to characterize the action as one for tortious interference with a “business relationship,” and contends oh appeal that this Court should recognize this cause of action. We recently decided this issue adversely to appellant in Smith v. Holt, Rinehart and Winston, Inc., supra.

Affirmed.

Littlejohn and Harwell, JJ., concur. Lewis, C. J., and Gregory, J., dissent.