December 6, 2018
From Anderson County Ellis B. Drew, Jr., Master-in-Equity
Steven C. Kirven, Master-in-Equity
McKinley Robinson, of Robinson Law Firm, of Easley, for
Timothy G. Quinn, and Natalie Joan Quinn, both of Quinn &
Hardy, of Columbia, for Respondents.
breach of contract action for the sale of a business, Robert
Little and his company, CQI Oncology/Infusion Services, LLC,
appeal the findings of the Master-in-Equity arguing the
master erred (1) by finding Little breached the contract with
Robin Johnson and her company, CQI Pharmacy Services, LLC;
(2) by requiring he indemnify Johnson against claims arising
from the sale of business assets; (3) in granting damages in
the amount of $50, 000; (4) in granting judgment on a theory
of successor liability; and (5) in granting judgment against
Little individually. We affirm as modified.
companies in this case were intertwined. Johnson and Little
both worked as an employee at each other's company, but
they were the sole owners of their respective companies. Both
Johnson and Little were authorized signatories for the
other's business checking account. In late March and
early April 2013, Johnson paid invoices from vendors in the
amount of $25, 568.59 out of the CQI Oncology
account, Little's company. Shortly after, on April 15,
2013, Johnson removed Little as an authorized signatory on
CQI Pharmacy's-her company's-checking account.
Johnson immediately informed Little of this through a letter.
Little subsequently removed Johnson as an authorized
signatory on CQI Oncology's-his company's-checking
account, which caused the checks used to pay the vendor
invoices to fail.
9, 2013, Little entered into a Purchase and Sale Agreement
with Johnson in which Little agreed to sell certain assets of
his company to Johnson for the purchase price of $30, 000.
The contract provided the sale would include "all
contracts, files, clients lists, contacts, and vendor
lists." The contract noted "[t]he seller represents
and warrants that the Property is free and clear of any liens
or encumbrances and that the [s]eller has rightful title to
the Property." The contract also contained an indemnity
clause that stated "[s]eller agrees that he will defend,
indemnify and hold purchaser harmless from any and all
actions, causes of action, claims and or demands which arise
or are asserted as arising from [s]eller's conduct prior
filed suit against Little on October 2, 2013, alleging breach
of contract, breach of contract accompanied by a fraudulent
act, negligent misrepresentation, fraud, and violation of the
South Carolina Unfair Trade Practices Act. Little moved to
dismiss, and the master denied the motion. The matter was
tried without a jury by the master. The master found for
Johnson and awarded damages in the amount of $50, 000. Little
filed a motion for reconsideration, which the master denied
following a hearing. This appeal followed.
scope of review for a case heard by a [m]aster-in-[e]quity
who enters a final judgment is the same as that for review of
a case heard by a circuit court without a jury."
Tiger, Inc. v. Fisher Agro, Inc., 301 S.C. 229, 237,
391 S.E.2d 538, 543 (1989). "An action for breach of
contract seeking money damages is an action at law."
Branche Builders, Inc. v. Coggins, 386 S.C. 43, 47,
686 S.E.2d 200, 202 (Ct. App. 2009) (quoting McCall v.
IKON, 380 S.C. 649, 658, 670 S.E.2d 695, 700 (Ct. App.
2008)). "In an action at law, 'we will affirm the
master's factual findings if there is any evidence in the
record which reasonably supports them.'" Query
v. Burgess, 371 S.C. 407, 410, 639 S.E.2d 455, 456 (Ct.
App. 2006) (quoting Lowcountry Open Land Tr. v.
State, 347 S.C. 96, 101-02, 552 S.E.2d 778, 781 (Ct.
App. 2001)). "In an action at law, tried without a jury,
the appellate court standard of review extends only to the
correction of errors of law." Pope v. Gordon,
369 S.C. 469, 474, 633 S.E.2d 148, 151 (2006).
Breach of Contract
argues the master erred in finding he breached the contract.
He contends because the invoices were issued to Johnson and
the contract contained no provision requiring him to pay the
invoices, he was not liable for them ...