Clifford C. Hansen, Respondent/Appellant,
Fields Company, LLC; Beechwood Advisory Group, Inc.; Beechwood Development Group of South Carolina, LLC; and Beechwood Development Group, Inc., Defendants, of whom Beechwood Development Group of South Carolina, LLC, is the Appellant/Respondent
Heard: February 4, 2014.
Appeal from Charleston County. Appellate Case No. 2011-190886. The Honorable Kristi L. Harrington, Circuit Court Judge.
[409 S.C. 543] Tanya A. Gee, Manton M. Grier, Jr., and Val H. Stieglitz, III, all of Nexsen Pruet, LLC, of Columbia, for Appellant/Respondent.
William E. Hopkins, Jr., of Hopkins Law Firms, LLC, of Pawleys Island, for Respondent/Appellant.
JUSTICE HEARN. TOAL, C.J., PLEICONES, BEATTY and KITTREDGE, JJ., concur.
At its simplest, this appeal concerns whether a limited liability company (LLC) may be held liable for the actions of a promoter and whether any evidence to support such liability was presented here. We reverse and hold the circuit court erred in denying the directed verdict on the issue of liability because there was no evidence on which a jury could hold the defendant Beechwood Development Group of South Carolina, LLC (Appellant) liable.
The events giving rise to this lawsuit involve numerous individuals and corporate entities and are particularly fact-intensive. Prior to recounting those facts in detail, briefly, the facts are these: Clifford Hansen, the plaintiff, was introduced to Robert Fields and through Fields engaged the services of Beechwood Advisory Group, Inc. (Advisory Group) to assist him in procuring capital in order to purchase a water bottling company in South Carolina. Fields and Hansen worked together toward this goal until Fields disavowed any obligation to Hansen and effectively cut him out of the deal. In doing so, Fields found investors, formed Appellant, and purchased the water bottling company. Hansen sued Appellant for the actions of Fields and his various corporate entities, and following the denial of Appellant's motion for a directed verdict, a jury returned a verdict in favor of Hansen.
In much greater detail, the facts are as follows. Hansen, an entrepreneur, sought to purchase Hickory Springs Water Company, Inc. (Water Company) in Elloree, South Carolina. He met with the company's owner, George Milner, and thereafter, Milner produced a letter of understanding setting forth initial terms for the purchase. Hansen created Carolina Springs Bottling, LLC as the entity that would purchase Water Company, and because he did not have the necessary capital to close the deal, he approached Fields about locating investors and financing for him. Fields was a Charleston businessman who was involved in and acted on behalf of a
[409 S.C. 544] number of corporate entities including Advisory Group which was owned by Fields, Dennis Byrd, Andrew Easter, and Richard Gregg.
Advisory Group agreed to represent Hansen in procuring capital and ...