Walton v. Mazda of Rock Hill

654 S.E.2d 276, 375 S.C. 562, 2007 S.C. App. LEXIS 201
CourtCourt of Appeals of South Carolina
DecidedOctober 19, 2007
DocketNo. 4306.
StatusPublished

This text of 654 S.E.2d 276 (Walton v. Mazda of Rock Hill) 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
Walton v. Mazda of Rock Hill, 654 S.E.2d 276, 375 S.C. 562, 2007 S.C. App. LEXIS 201 (S.C. Ct. App. 2007).

Opinion

STILWELL, J.:

Bobby Walton filed this action alleging, inter alia, breach of contract arising from his purchase of an automobile. The magistrate granted summary judgment to two of the defendants, Ken McManus and Eric Sigmon. On appeal, the circuit court affirmed and we affirm.1

FACTS

On August 31, 2002, Walton purchased a vehicle, and a warranty contract issued by C.A.R.S., from Mazda of Rock Hill, a.k.a. Faile Enterprises, Inc. On December 19, 2002, Faile Enterprises entered into an asset purchase agreement with McManus and Sigmon. In January 2003, Walton brought the vehicle to the dealership for repairs. At that time, Walton was informed of the sale, and McManus and Sigmon refused to honor Walton's contract or warranty. Walton contacted C.A.R.S. expecting it to honor the warranty contract. C.A.R.S. notified Walton it never received the paperwork or payment from Mazda of Rock Hill.

The sale and transfer of the dealership assets closed on March 27, 2003. On March 28, 2003, McManus and Sigmon assigned the asset purchase agreement to McManus-Sigmon, Inc., a.k.a. Team Mazda.

*278By complaint dated April 2, 2003, Walton sued Mazda of Rock Hill, Mazda USA, Lee Faile, McManus, Sigmon, and C.A.R.S., alleging breach of contract, unfair trade practices, and willful and malicious conduct. The magistrate granted McManus' and Sigmon's motion for summary judgment.

STANDARD OF REVIEW

This court's standard of review of a circuit court's decision on an appeal from magistrate's court is limited to the correction of errors of law and this court will affirm the circuit court if there are any facts supporting its decision. See Bowers v. Thomas, 373 S.C. 240, 244-45, 644 S.E.2d 751, 753 (Ct.App. 2007).2

LAW/ANALYSIS

I. Summary Judgment

Walton first argues a magistrate does not have the authority to rule on a motion for summary judgment. We disagree.

Rule 81, SCRCP, provides:

These rules [SCRCP], or any of them, shall apply to every trial court of civil jurisdiction within this state, within the limits of the jurisdiction and powers of the court provided by law, and the procedure therein shall conform to these rules insofar as practicable. They shall apply insofar as practicable in magistrate's courts, probate courts, and family courts to the extent they are not inconsistent with the statutes and rules governing those courts.

See Rule 1, SCRCP (defining the scope of the South Carolina Rules of Civil Procedure) and Rule 56, SCRCP (providing the authority to grant summary judgment).

Additionally, Rule 2, SCRMC, provides:

(a) If no procedure is provided by these rules, the court shall proceed in a manner consistent with the statutory law applicable to magistrates and with circuit court practice in like situations but not inconsistent with these rules.

(b) Each magistrate may promulgate rules for the conduct of proceedings in his court which are not inconsistent with these rules and the South Carolina Code of Laws.

Although there is no law within the South Carolina Rules of Magistrate Court specifically addressing summary judgment, the South Carolina Bench Book for Magistrates and Municipal Court Judges discusses summary judgment, explaining:

After the filing of a civil case and prior to the actual trial, you may occasionally receive a motion for summary judgment.... Rule 56, SCRCP, which is made applicable to magistrate's court by Rule 81, SCRCP, allows the plaintiff or defendant ... [to] move with or without supporting affidavits for a summary judgment .... Summary judgment is proper when, after reviewing the motion, supporting affidavits, and the pleadings, there is no genuine issue as to any material fact and the moving party is entitled to judgment as a matter of law.... If, after a hearing, the court determines the summary judgment is appropriate, an order to that effect ending the case should be issued.

South Carolina Bench Book for Magistrates and Municipal Court Judges, II-19 to II-20 (2d ed. 1984), available at http://www. sccourts.org/trial/magistrate/benchbook/ HTML/CivilC.htm#C15 (emphasis in original).

Therefore, we find Rule 56, SCRCP, applies to magistrates as members of the South Carolina court system. The circuit court did not err in affirming the magistrate's grant of summary judgment because the grant of summary judgment does not exceed the magistrate's authority.

II. Successor Liability

Walton next contends genuine issues of material fact exist as to successor liability and therefore the magistrate erred in granting summary judgment. We disagree.

In the absence of a statute, a successor company is not ordinarily liable for the debts *279of a predecessor company under a theory of successor liability unless: (a) there was an agreement to assume such debts; (b) the circumstances surrounding the transaction indicate a consolidation of the two corporations; (c) the successor company was a mere continuation of the predecessor company; or (d) the transaction was fraudulently entered into for the purpose of wrongfully denying creditor claims. Simmons v. Mark Lift Indus., 366 S.C. 308, 312, 622 S.E.2d 213, 215 (2005) (citing Brown v. American Ry. Express Co., 128 S.C. 428, 123 S.E. 97 (1924)).

(a) Agreement to Assume Obligations Exception

Walton alleges an issue of material fact is present regarding whether McManus and Sigmon agreed to assume Mazda of Rock Hill's debts or obligations. We disagree.

"When a contract is unambiguous a court must construe its provisions according to the terms the parties used, understood in their plain, ordinary, and popular sense." S.C. Farm Bureau Mut. Ins. Co. v. Oates, 356 S.C. 378, 381, 588 S.E.2d 643, 645 (Ct. App.2003).

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Related

Dyer v. Moss
325 S.E.2d 69 (Court of Appeals of South Carolina, 1985)
S.C. Farm Bureau Mutual Insurance v. Oates
588 S.E.2d 643 (Court of Appeals of South Carolina, 2003)
Bowers v. Thomas
644 S.E.2d 751 (Court of Appeals of South Carolina, 2007)
Simmons v. Mark Lift Industries, Inc.
622 S.E.2d 213 (Supreme Court of South Carolina, 2005)
Brown v. American Railway Express Co.
123 S.E. 97 (Supreme Court of South Carolina, 1924)

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Bluebook (online)
654 S.E.2d 276, 375 S.C. 562, 2007 S.C. App. LEXIS 201, Counsel Stack Legal Research, https://law.counselstack.com/opinion/walton-v-mazda-of-rock-hill-scctapp-2007.