Matthew Zetz v. Daniel Island Company, Inc.

THIS OPINION HAS NO PRECEDENTIAL VALUE. IT SHOULD NOT BE
CITED OR RELIED ON AS PRECEDENT IN ANY PROCEEDING
EXCEPT AS PROVIDED BY RULE 268(d)(2), SCACR.

THE STATE OF SOUTH CAROLINA
In The Court of Appeals

Matthew Zetz, Appellant,

v.

Daniel Island Company, Inc.; Daniel Island Community
Foundation, Inc.; Daniel Island Town Association, Inc.;
Daniel Island Community Association, Inc.; and MGR
Resources, Inc. d/b/a Moonlighting Landscape Systems,
Defendants,

Of whom Daniel Island Company, Inc., is the
Respondent.

Appellate Case No. 2022-001385

Appeal From Berkeley County
Roger M. Young, Sr., Circuit Court Judge

Unpublished Opinion No. 2024-UP-244
Submitted May 1, 2024 – Filed July 3, 2024

AFFIRMED

Lane Douglas Jefferies, Eric Marc Poulin, and Roy T.
Willey, IV, all of Poulin, Willey, Anastopoulo, LLC, of
Charleston, for Appellant.
Kenneth Michael Barfield and Diane Summers Clarke, II,
both of Barnwell Whaley Patterson & Helms, LLC, of
Charleston, for Respondent.

PER CURIAM: Matthew Zetz appeals the circuit court's order granting summary
judgment to Daniel Island Company, Inc. (Developer) and finding Developer's
control over the property owners' association (the Association) that owned the park
at issue was insufficient to render Developer liable. We affirm.

Zetz argues Developer had sufficient control over the Association, and
subsequently the park, to be liable for his injuries. Initially, we find Zetz conflates
two different theories of "control." First, he contends whatever entity controls the
park is liable. See Dunbar v. Charleston & W. C. Ry. Co., 211 S.C. 209, 216, 44
S.E.2d 314, 317 (1947) (stating premises liability "depends upon control, rather
than ownership, of the premises"). Next, he asserts Developer is liable for his
injuries because it controls the Association through selecting the members of its
board. These are separate theories of control. The second theory relates to the law
of corporations, not premises liability. Furthermore, the case law Zetz relies upon
to support his theory of control has only been applied in the fiduciary duty context
and is not relevant to our analysis. See Walbeck v. I'On Co., LLC, 439 S.C. 568,
587, 889 S.E.2d 537, 547 (2023) (holding a developer breached its fiduciary duties
to a homeowners' association and its members due to its "nefarious conduct" and
failure to convey certain amenities); id. at 585 n.11, 889 S.E.2d at 546 n.11 (stating
a developer's fiduciary duties "stem from developer control of the entity, the
ongoing nature of construction, and the transfer of common areas"). Additionally,
Zetz cites no case law concerning a developer's control over a property owners'
association as related to premises liability and an injured third party. Moreover,
the record is clear that the Association owned and maintained the park for over
fifteen years prior to the commencement of the underlying action. The
Association's board conducted its business without input from Developer. Thus,
we find the circuit court correctly determined Developer neither sufficiently
controlled the park nor the Association to trigger liability.

To hold Developer liable, this court would need to use the theory of corporate
amalgamation. Zetz expressly denied advancing this theory to the circuit court and
argued Developer's ability to appoint members to the Association's board gives rise
to its liability. This argument ignores the lack of evidence of bad faith or
nefariousness in the record. See Pertuis v. Front Roe Rests., Inc., 423 S.C 640,
655, 817 S.E.2d 273, 280 (2018) ("[C]orporations are often formed for the purpose
of shielding shareholders from individual liability; there is nothing remotely
nefarious in doing that."); id. at 655, 817 S.E.2d at 281 ("Combining multiple
corporate entities into a single business enterprise requires further evidence of bad
faith, abuse, fraud, wrongdoing, or injustice resulting from the blurring of the
entities' legal distinctions.").

Accordingly, the circuit court's order granting Developer's motion for summary
judgment is

AFFIRMED. 1

WILLIAMS, C.J., and THOMAS and KONDUROS, JJ., concur.

1
We decide this case without oral argument pursuant to Rule 215, SCACR.