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North American Rescue Products, Inc. v. Richardson

Supreme Court of South Carolina

January 7, 2015

North American Rescue Products, Inc., Respondent/Petitioner,
v.
P. J. Richardson, Petitioner/Respondent

Heard: November 19, 2014.

Appeal from Greenville County. The Honorable Steven H. John, Circuit Court Judge. Appellate Case No. 2012-208586.

Robert L. Widener, of McNair Law Firm, P.A., of Columbia, and Bernie W. Ellis, of McNair Law Firm, P.A., of Greenville, for Respondent/Petitioner.

C. Mitchell Brown and A. Mattison Bogan, both of Nelson Mullins Riley & Scarborough, LLP, of Columbia, and Rivers S. Stilwell, of Nelson Mullins Riley & Scarborough, LLP, of Greenville, for Petitioner/Respondent.

JUSTICE HEARN. TOAL, C.J., PLEICONES, BEATTY, JJ., and Acting Justice James E. Moore, concur.

[411 S.C. 374] OPINION

Page 238

ON WRIT OF CERTIORARI TO THE COURT OF APPEALS

HEARN, JUSTICE:

This declaratory judgment action was commenced bye North American Rescue Products, Inc. (NARP) to determine whether P. J. Richardson had the right to purchase 7.5 % of NARP's stock at a discounted price despite the existence of a termination agreement which purported to end the parties' relationship. Following a jury verdict allowing Richardson to purchase the stock for $2,936,000.00, both parties appealed. We granted certiorari to review the court of appeals' decision affirming the jury verdict. Because we find the termination agreement unambiguously ended any right Richardson had to purchase the stock, we reverse and remand for entry of judgment in favor of NARP.[1]

FACTUAL/PROCEDURAL HISTORY

NARP, owned by Bob Castellani, manufactures emergency medical and rescue products for the U.S. Armed Forces. P.J. Richardson owned Reeves Manufacturing, Inc. (Reeves), which manufactured emergency medical and rescue products for civilian first responders. Because the companies produced similar products but sold to different markets, Castellani and Richardson formed a close business and personal relationship whereby they promoted and cross-sold each other's products. In January 2000, Castellani and Richardson formalized their relationship by entering into an Outline of Business Relationship (2000 Outline). As part of the 2000 Outline, Castellani and Richardson

Page 239

agreed to issue 25% of their companies' stock to each other.[2]

[411 S.C. 375] In July 2004, Castellani and Richardson orally agreed to reduce the percentages of stock to 7.5% at a meeting in Charleston (The Charleston Agreement). In October 2004, with the sale of Reeves pending, Castellani and Richardson met in Atlanta to discuss the agreement. The parties subsequently executed an " Agreement of Termination, Settlement, and Release" (Termination Agreement). The Termination Agreement, which was signed by Richardson and Castellani in November, 2004, reads in pertinent part:

1. Termination of the 2000 Outline. The parties agree that the 2000 Outline and any and all agreements, understandings, undertakings or arrangements that in any way arose or may have arisen out of or ...

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