Associated Receivables Funding, Inc. v. Dunlap, Inc.

THE STATE OF SOUTH CAROLINA
In The Court of Appeals

Associated Receivables Funding, Inc., Respondent,

v.

Dunlap, Inc.; James Stephen Dunlap, an Individual;
Dunlap Industrial Coating Services, Inc.; Dunlap
Industrial Services, Inc.; Classic Industrial Services, Inc.;
and Mark Beuerle, an Individual, Defendants,

Of Which Classic Industrial Services, Inc. is the
Appellant.

Appellate Case No. 2020-000320

Appeal From Greenville County
Edward W. Miller, Circuit Court Judge

Opinion No. 6064
Heard March 7, 2024 – Filed June 20, 2024

AFFIRMED IN PART, VACATED IN PART, AND
REMANDED

Steven Edward Buckingham, of The Law Office of
Steven Edward Buckingham, LLC, of Greenville, for
Appellant.

Townes Boyd Johnson, III, of Townes B. Johnson, III,
LLC, of Greenville, for Respondent.
MCDONALD, J.: In this action to enforce a security interest, Classic Industrial
Services, Inc. (Classic) 1 argues the circuit court erred in finding it liable under
South Carolina's Uniform Commercial Code (UCC), the common law theory of
negligent misrepresentation, and the equitable theory of promissory estoppel.
Classic further asserts the circuit court erred in calculating Associated Receivables
Funding, Inc.'s (ARF) 2 damages. We affirm in part, vacate in part, and remand.

Facts and Procedural History

On September 24, 2010, ARF and Dunlap, Inc. (Dunlap) 3 contracted for ARF to
provide Dunlap with funding in exchange for receivables (the Factoring
Agreement). Pursuant to its terms, the Factoring Agreement was executed under
and governed by South Carolina law. As consideration for entering the Factoring
Agreement, Dunlap gave ARF a security interest in its accounts receivable and
contract rights, "represented by a UCC Financing Statement (UCC-1) filed with the
South Carolina Secretary of State."

In April 2014, ARF began purchasing Dunlap's accounts receivables for which
Classic was the account debtor. For these receivables (the Dunlap Invoices), each
invoice Dunlap provided to Classic stated, "For value received, this invoice has
been assigned to, owned by and payable to Associated Receivables Funding, Inc.
PO Box 16253, Greenville, SC 29606. Any offsets, claims, etc. must be reported
to Associated Receivables Funding, Inc. immediately upon receipt of this Invoice."
On each Dunlap Invoice, Dunlap also stamped this language:

For value received, we hereby assign and transfer this
invoice and its proceeds to Associated Receivables
Funding, Inc. who is the owner of this invoice

1
Classic is a Delaware corporation operating as a contractor out of Louisiana.
2
ARF is a South Carolina factoring company principally engaged in making
accounts receivable financing available to customers. A factoring agreement
allows a small business to sell outstanding invoices to a third party in exchange for
upfront cash.
3
Defendants Dunlap, James Stephen Dunlap, Dunlap Industrial Coating Services,
Inc., Dunlap Industrial Services, Inc., and Mark Beuerle are not parties to this
appeal. Dunlap, which is no longer in business, was a South Carolina company
principally engaged in providing industrial coating services.
unencumbered by any other security or claims, and
pursuant to the master agreement. The undersigned does
herewith assign all lien rights, chooses [sic] in action,
chattel paper or contract rights. We further certify that
the goods have been shipped and/or services have been
rendered in agreement with all terms and conditions.

In late 2014, Classic hired Dunlap as a subcontractor on a project for American
Electric Power in Pittsburg, Texas (the Project). In October 2015, Classic and
Dunlap entered a written agreement memorializing their relationship (the
Subcontract). 4 Under subsection K of the Subcontract, Classic agreed "[t]he terms,
and provisions of this subcontract shall extend to and be binding upon the heirs,
successors, executors, administrators, trustees and assigns of the parties hereto."

Upon receipt of each Dunlap Invoice, Classic also completed and emailed ARF's
"Work Completion Form" directly to ARF. Classic's certifications included this
language:

This is to certify that the below work as described has
been satisfactorily completed and to acknowledge that
payment for this invoice is not contingent upon any other
work being completed.

I understand that payment will not be processed until this
form is completed and returned to the above address.

I certify that the above work has been completed in full,
all invoicing for material used has been provided to
project designee. The work performed has been
inspected and complete payment should be processed to
PO Box 16253, Greenville, SC 29606.

From April 2014 until February 2016, Classic paid ARF for monies advanced on at
least forty Dunlap Invoices totaling over a million dollars. Beginning with two

4
ARF's executive vice president of operations (VPO), Kevin Gilbert, testified that
he never saw the Subcontract until his deposition. He explained he did not need to
see the Subcontract because ARF "only purchased invoices [from Dunlap] once we
received confirmation [from Classic] that the invoice was going to pay."
March 28, 2016 invoices, however, Classic failed to remit payment on fifteen
invoices—totaling $202,390.92—that Classic had certified ARF should pay.
No later than April 2016, Classic became suspicious that Dunlap had not paid
certain suppliers Dunlap used to satisfy its obligations under the Subcontract.
Classic immediately demanded proof of payment from Dunlap to address these
concerns. 5 Yet, Classic continued to represent to ARF that complete payment
should be processed on the Dunlap Invoices through May 9, 2016. It was not until
July 2016 that ARF learned Classic was not going to pay the remaining Dunlap
Invoices. At the time of trial, ARF was owed $323,718.31 on the unpaid invoices. 6

ARF filed this action against Dunlap, Classic, and others, and the circuit court held
a nonjury trial. The parties agreed to dismiss Dunlap without prejudice; the
remainder of the case involved ARF's claims against Classic. At the conclusion of
the testimony, both parties moved for directed verdicts. The circuit court invited
the parties to submit post-trial briefs and subsequently issued an order finding in
favor of ARF as to all three causes of action asserted against Classic. Citing
sections 36-9-607 and 36-9-404 of the South Carolina Code (2003 & Supp. 2023),
the court ruled:

[A] secured party may enforce the obligations of an
account debtor and exercise the rights of the debtor with
respect to the obligation of the account debtor. A secured
party's rights, however, are subject to all terms of the
agreement between the account debtor and assignor and
any defense or claim in recoupment arising from the
transaction that gave rise to the contract unless an
account debtor has made an enforceable agreement not to
assert defenses or claims.

5
Initially, Dunlap provided Classic written assurances that it was or would be
paying its suppliers, including Carboline and Hertz Equipment Rental Company.
When these assurances proved to be false, Classic issued Dunlap a May 12, 2016
notice of default, giving Dunlap five days to provide conclusive assurance that the
suppliers had been paid. Because Dunlap was unable to cure its default, Classic
terminated Dunlap on May 17, 2016. Classic subsequently paid Hertz
approximately $142,000 and Carboline approximately $37,000 to satisfy any lien
claims they might have against the Project.
6
This figure included the balance on the unpaid invoices, plus interest at the rate of
24.64% set forth in the Factoring Agreement.
In the matter at hand, [Classic], the account debtor,
agreed not to assert defenses or claims against payment
of each Dunlap Invoice to [ARF], the secured party,
when [Classic] represented to [ARF] that the work was
inspected and "complete payment should be processed"
to [ARF]. This Court finds that the ordinary, plain
meaning of "should" is the past tense of shall and,
accordingly, connotes a duty or obligation. As [Classic]
obligated itself to process complete payment to [ARF],
[ARF], in accordance with South Carolina Code Ann.
§ 36-9-607, is entitled to enforce [Classic's] obligations
under the Dunlap Invoices. [Classic], accordingly, is
liable to [ARF] for the Dunlap Invoices in the amount of
Two Hundred Two Thousand, Three Hundred Ninety and
92/100ths Dollars ($202,390.92).

(internal citations omitted). The circuit court also ruled against Classic on ARF's
claims for negligent misrepresentation and promissory estoppel, awarding ARF
judgment in the amount of $323,718.31. Classic filed no post-trial motion, but
timely appealed.

Standard of Review

"An action to construe a contract is an action at law reviewable under an 'any
evidence' standard." Miller Constr. Co., LLC v. PC Constr. of Greenwood, Inc.,
418 S.C. 186, 195, 791 S.E.2d 321, 326 (Ct. App. 2016) (quoting Pruitt v. S.C.
Med. Malpractice Liab. Joint Underwriting Ass'n, 343 S.C. 335, 339, 540 S.E.2d
843, 845 (2001)). "In an action at law tried without a jury, an appellate court's
scope of review extends merely to the correction of errors of law." Id. (quoting
Temple v. Tec-Fab, Inc., 381 S.C. 597, 599–600, 675 S.E.2d 414, 415 (2009)).
"The Court will not disturb the trial court's findings unless they are found to be
without evidence that reasonably supports those findings." Id. (quoting Temple,
381 S.C. at 600, 675 S.E.2d at 415). "When legal and equitable actions are
maintained in one suit, the court is presented with a divided scope of review, and
each action retains its own identity as legal or equitable for purposes of review on
appeal." Wright v. Craft, 372 S.C. 1, 17, 640 S.E.2d 486, 495 (Ct. App. 2006). "In
an action at equity, tried by a judge alone, an appellate court may find facts in
accordance with its own view of the preponderance of the evidence." Inlet
Harbour v. S.C. Dep't of Parks, Rec. & Tourism, 377 S.C. 86, 91, 659 S.E.2d 151,
154 (2008).
Analysis 7

I. Enforcement of Security Interest/Existence of a Contract

Classic first argues the circuit court erred in finding it liable for ARF's damages
under section 36-9-607, in derogation of Classic's rights under section 36-9-404.
We disagree.

Regarding the rights acquired by—and the claims and defenses against—an
assignee, § 36-9-404 states in pertinent part:

(a) Unless an account debtor has made an enforceable
agreement not to assert defenses or claims, and subject to
subsections (b) through (e), the rights of an assignee are
subject to:

(1) all terms of the agreement between the account debtor
and assignor and any defense or claim in recoupment
arising from the transaction that gave rise to the contract;
and

(2) any other defense or claim of the account debtor
against the assignor which accrues before the account
debtor receives a notification of the assignment
authenticated by the assignor or the assignee.

(b) Subject to subsection (c) and except as otherwise
provided in subsection (d), the claim of an account debtor
against an assignor may be asserted against an assignee
under subsection (a) only to reduce the amount the
account debtor owes.

7
ARF argues Classic failed to preserve most of its arguments because it filed no
Rule 59(e), SCRCP, motion. We disagree. As Classic properly notes, Rule 52
governs in this nonjury context. See Rule 52(b), SCRCP ("When findings of fact
are made in actions tried by the court without a jury, the question of the sufficiency
of the evidence to support the findings may thereafter be raised whether or not the
party raising the question has made in the trial court an objection to such findings
or has made a motion to amend them or a motion for judgment.").
....

(d) In a consumer transaction, if a record evidences the
account debtor's obligation, law other than this chapter
requires that the record include a statement to the effect
that the account debtor's recovery against an assignee
with respect to claims and defenses against the assignor
may not exceed amounts paid by the account debtor
under the record, and the record does not include such a
statement, the extent to which a claim of an account
debtor against the assignor may be asserted against an
assignee is determined as if the record included such a
statement.

....

S.C. Code Ann. § 36-9-404 (2003 & Supp. 2023).

Under section 36-9-102(73)(A) and (D) of the S.C. Code Ann. (2003 & Supp.
2023), a "secured party" means a "person in whose favor a security interest is
created or provided for under a security agreement, whether or not any obligation
to be secured is outstanding" or a "person to which accounts, chattel paper,
payment intangibles, or promissory notes have been sold." An "account debtor" is
"a person obligated on an account, chattel paper, or general intangible. The term
does not include persons obligated to pay a negotiable instrument, even if the
instrument constitutes part of chattel paper." S.C. Code Ann. § 36-9-102(a)(3)
(2003 & Supp. 2023). In distinguishing a debtor from an account debtor, the UCC
defines a "debtor" as "a seller of accounts, chattel paper, payment intangibles, or
promissory notes." S.C. Code Ann. § 36-9-102(a)(28)(B) (2003 & Supp. 2023).

Here, ARF is the assignee/secured party, Dunlap is the assignor/debtor, and Classic
is the account debtor. Classic argues the work completion certification language is
neither valid nor enforceable against Classic by ARF, but we find evidence
supports the well-reasoned findings of the circuit court.

VPO Gilbert testified that when ARF "factor[s] a receivable, our client provides us
an invoice. Once we verify and confirm that invoice is a valid invoice, we will
purchase that invoice and advance the money to our client." Gilbert explained that
Classic emailed ARF directly regarding the Dunlap Invoices and attached both "a
work completion form signed by Classic" and "a copy of the actual invoice
submitted to Classic by Dunlap." He stated, "We funded each and every one of
these invoices based on this confirmation." Prior to July 2016, ARF "had no
reason to believe that [Classic] would not pay, since all confirmations prior to that
had been paid."

Regarding the Dunlap Invoices, Gilbert agreed on cross-examination that "nowhere
on here does it say that [Classic] is waiving any defenses." This exchange
followed:

Q: Okay. If there is no waiver of the defenses in the
contract and there is no indication that this is a
complete—that this is a complete and final obligation for
payment on behalf of Classic, would you agree with me
that this does not waive any defenses?

A: I do not agree with you.

Q: Okay. Did you provide any consideration to Classic
Industrial for waiving defenses?

A: We provided funding for them for and to continue
work.

Q: You provided funding to Dunlap, correct?

A: Correct.

Q: Did you pay consideration to Classic Industrial
Services, as required by the UCC?

A: Nothing was paid to Classic Industrial.

Q: In fact, you don't have any other agreement, other than
these certifications, you had no other agreement with
Classic Industrial Services, correct?

A: Correct.

Q: You didn't have them sign a guarantee, correct?
A: No guarantee.

Q: You didn't have them sign a promissory note?

A: No note.

Q: And there is nothing contained in this language that
says you waive your defenses under the UCC, correct?

A: Nothing that I read, no.

On redirect, Gilbert stated, "If we didn't fund Dunlap, they would have no money
to continue" and noted Classic benefitted from Dunlap continuing to work on the
Project. Gilbert testified ARF would not have purchased any of the Dunlap
Invoices without Classic's representations on the Work Completion Form.

Controller Jessica DeLaune testified on behalf of Classic and admitted that even
after Classic had notice Dunlap was not paying its subcontractors and suppliers in
April 2016, Classic continued to certify to ARF that the work was complete and
ARF should pay Dunlap. However, DeLaune explained, "We were of the
understanding that Carboline had been paid and it was remedied." After being
questioned about the definition of the word "should" and reading the definition
from the Oxford English Dictionary, DeLaune agreed "should" is "used to indicate
an obligation, duty, or correctness typically when criticizing someone's actions."
DeLaune testified Classic did not certify any Dunlap Invoice after May 5, 2016.

On re-cross, DeLaune testified, "I'm a CPA and I have been in business a very long
time and this certification doesn't waive any of our rights of offset, based on my
experience, so I don't know why they would rely on just the work completion
certification." When asked whether ARF changed its position based on Classic's
certification, she said, "I don't know that I can agree to that. I don't know."

Initially, we note the existence of a contract is a question of fact and our scope of
review in this action at law tried without a jury, "extends merely to the correction
of errors of law." Miller Constr. Co., 418 S.C. at 195, 791 S.E.2d at 326 (quoting
Pruitt, 343 S.C. at 339, 540 S.E.2d at 845). Here, secured party ARF offered to
fund Dunlap's receivables and keep Dunlap at work on Classic's Project. ARF
persuasively argues Classic accepted ARF's offer of payment on each of the
Dunlap Invoices and received the benefit of Dunlap remaining at work on its
Project. See Regions Bank v. Schmauch, 354 S.C. 648, 660–61, 582 S.E.2d 432,
439 (Ct. App. 2003) ("A contract is an obligation which arises from actual
agreement of the parties manifested by words, oral or written, or by conduct."). In
emailing each executed Work Completion Form to ARF, Classic represented that it
had inspected Dunlap's work and that "complete payment should be processed."

Although Classic admits "should" and "shall" share a common origin, and "should"
is "technically" the past tense of "shall," Classic argues there is disagreement "as to
whether and what extent 'should' carries the force of a mandate." While South
Carolina courts have not specifically ruled on the meaning of the word "should" in
this context, the Fourth Circuit has noted that when standing alone, the term "can
express the notion of requirement or obligation." Casa De Maryland v. U.S. Dep't
of Homeland Sec., 924 F.3d 684, 700 n.12 (4th Cir. 2019) (citing Should, Webster's
Third New International Dictionary Unabridged (2002) ("used . . . to express duty,
obligation, [or] necessity")).

We find it problematic to construe "should" as discretionary in the context of
processing a payment for work certified to be complete and payable in the course
of an ongoing business relationship. Instead, it seems logical to construe "should"
as a requirement or obligation in such a contractual context. See Bluffton Towne
Ctr., LLC v. Gilleland-Prince, 412 S.C. 554, 569, 772 S.E.2d 882, 890 (Ct. App.
2015) ("Generally, a contract is 'interpreted according to the terms the parties have
used, and the terms are to be taken and understood in their plain, ordinary, and
popular sense.'" (quoting Stanley v. Atlantic Title Ins. Co., 377 S.C. 405, 414, 661
S.E.2d 62, 67 (2008))). Therefore, we find no error in the circuit court's
determination that by emailing the work completion forms certifying Dunlap's
work to ARF, Classic obligated itself to complete payment to ARF. We further
agree with the circuit court's finding that ARF is entitled to enforce Classic's
obligations under the Dunlap Invoices. See § 36-9-607(a)(1) (providing that if "so
agreed, and in any event after default," a secured party "may notify an account
debtor or other person obligated on collateral to make payment or otherwise render
performance to or for the benefit of the secured party). 8

8
Classic encourages us to follow the decision reached in Factor King, LLC v.
Block Builders, LLC, which Classic argues is "substantially identical to the
circumstances of the instant case in both law and fact." 192 F. Supp. 3d 690 (M.D.
La. 2016). But we find Commercial Capital Holding Corp. v. Team Ace Joint
Venture, 2000 WL 726880 (E.D. La. June 2, 2000), which Factor King
distinguishes, more persuasive. There, the Louisiana district court granted
summary judgment to the plaintiff (Commercial Capital), against the general
contractor (Team Ace). Id. at *1. Team ACE had entered subcontracting
Even if the Work Completion Forms did not contractually bind Classic, ARF and
Classic mutually intended to be bound through their conduct. See Stanley Smith &
Sons v. Limestone Coll., 283 S.C. 430, 433, 322 S.E.2d 474, 477 (Ct. App. 1984)
("If agreement is manifested by words, the contract is said to be express. If it is
manifested by conduct, it is said to be implied. In either case, the parties must
manifest a mutual intent to be bound." (internal citations omitted)). ARF extended
a line of credit to Dunlap for the completion of work on the Project and Classic
availed itself of the benefits. Considering that ARF remitted payment to Dunlap
on more than forty Dunlap Invoices certified by Classic—totaling over a million
dollars from April 2014 through February 2016—we agree with the circuit court
that a contract existed between Classic and ARF. The substance of this agreement
was that ARF advanced money to Dunlap so Dunlap could complete the work
Classic needed on the Project. When Classic failed to pay ARF on the Dunlap
Invoices that Classic itself certified should be paid, Classic breached the
agreement. Accordingly, we affirm the circuit court's finding that Classic is liable
to ARF for the $202,390.92 owed on the unpaid invoices. See Miller Constr. Co.,
418 S.C. at 195, 791 S.E.2d at 326 (holding an appellate court will not disturb the
trial court's findings unless there is no evidence to support those findings).

II. Negligent Misrepresentation

Next, Classic argues the circuit court erred in finding it liable to ARF under a
common law theory of negligent misrepresentation. Classic contends the circuit

agreements with SIMS, and SIMS assigned receivables from its Team Ace
subcontract agreements to Commercial Capital in return for money advanced to
SIMS pursuant to a factoring agreement. Id. Before Commercial Capital would
advance funds to SIMS, Team Ace would approve the sub's request and "then
execute the 'Invoice Acknowledgement Agreement' wherein Team Ace would
acknowledge that the invoice presented would be paid and specifically waived any
right of setoff, defense, counterclaim, or recoupments against SIMS in connection
with that invoice." Id. Commercial Capital also required that SIMS sign the
Invoice Acknowledgement Agreement and this process continued until SIMS
breached its contract with Team Ace. Id. Team Ace then refused payment to
Commercial Capital on forty-two invoices approved by Team Ace's project
managers. Id. at *6. As Commercial Capital had advanced over a million dollars
to SIMS based on representations made by Team Ace—and twenty-nine prior such
invoices were submitted and approved by Team Ace project managers without
question—the district court found Team Ace was "equitably estopped from
avoiding the agreements it entered into with" Commercial Capital. Id. at *5.
court misapplied the essential elements of this cause of action and failed to
substantiate its determination of liability with evidentiary support. We disagree.

In Quail Hill, LLC v. County of Richland, our supreme court explained that to
prove a claim for the common law tort of negligent misrepresentation, a plaintiff is
required to establish the following elements:

(1) the defendant made a false representation to the plaintiff; (2) the
defendant had a pecuniary interest in making the statement; (3) the
defendant owed a duty of care to see that he communicated truthful
information to the plaintiff; (4) the defendant breached that duty by
failing to exercise due care; (5) the plaintiff justifiably relied on the
representation; and (6) the plaintiff suffered a pecuniary loss as the
proximate result of his reliance on the representation.

387 S.C. 223, 240, 692 S.E.2d 499, 508 (2010) (quoting West v. Gladney, 341 S.C.
127, 134, 533 S.E.2d 334, 337 (Ct. App. 2000)).

"There is no liability for casual statements, representations as to matters of law, or
matters which plaintiff could ascertain on his own in the exercise of due diligence."
Id. (quoting AMA Mgt. Corp. v. Strasburger, 309 S.C. 213, 223, 420 S.E.2d 868,
874 (Ct. App. 1992)). "[W]hile issues of reliance are ordinarily resolved by the
finder of fact, 'there can be no reasonable reliance on a misstatement if the plaintiff
knows the truth of the matter.'" Id. (quoting McLaughlin v. Williams, 379 S.C.
451, 457–58, 665 S.E.2d 667, 671 (Ct. App. 2008)). "A determination of
justifiable reliance involves the evaluation of the totality of the circumstances,
which includes the positions and relations of the parties." Id.

Here, Classic misrepresented to ARF on the work certification forms
accompanying the fifteen unpaid Dunlap Invoices that "complete payment should
be processed" despite learning as early as April 2016 that Dunlap had not paid its
subcontractors or suppliers. Classic made these representations in the course of its
business and had a pecuniary interest in making them. See, e.g., Winburn v. Ins.
Co. of North America, 287 S.C. 435, 442, 339 S.E.2d 142, 146–47 (Ct. App. 1985)
("The fact that the information is given in the course of the defendant's business,
profession or employment is a sufficient indication that he has a pecuniary interest
in it, even though he receives no consideration for it at the time." (quoting
Restatement (Second) of Torts § 552, Cmt. d, at 129–30 (1977)). Hence, the
circuit court properly found ARF satisfied the first two elements—"(1) the
defendant made a false representation to the plaintiff [and] (2) the defendant had a
pecuniary interest in making the statement"—of its negligent misrepresentation
claim. Id. at 240, 692 S.E.2d at 508 (quoting West, 341 S.C. at 134, 533 S.E.2d at
337).

The duty of care necessary for a negligent misrepresentation claim does not require
a defendant to take every possible care, but it is a duty to use the care necessary to
communicate truthful information. Quail Hill, 387 S.C. at 240, 692 S.E.2d at 508.
Classic had the specialized knowledge to determine any necessary offsets to the
Dunlap Invoices as well as whether it would pay the Dunlap Invoices and
underlying claims thereto. See AMA Mgmt., 309 S.C. at 223, 420 S.E.2d at 874
("[I]f the defendant has a pecuniary interest in making the statement and he
possesses expertise or special knowledge that would ordinarily make it reasonable
for another to rely on his judgment or ability to make careful enquiry, the law
places on him a duty of care with respect to representations made to plaintiff.").
Even after learning Dunlap was not meeting its obligations, Classic represented to
ARF on fifteen separate occasions that "complete payment should be processed."
Classic's proper disclosure of Dunlap's breach would have enabled ARF to avoid
the resulting foreseeable harm of advancing funds for invoices that went unpaid.

As to the final elements of negligent misrepresentation—that "the plaintiff
justifiably relied on the representation" and "the plaintiff suffered a pecuniary loss
as the proximate result of his reliance on the representation"—there is evidence in
the record that ARF justifiably relied on Classic's representations that the work had
been completed and it should process payment just as it previously had on more
than forty Dunlap Invoices certified by Classic. Quail Hill, 387 S.C. at 240, 692
S.E.2d at 508. Evidence supports the finding that ARF suffered pecuniary loss as
the proximate result of its reliance on Classic's representations. For these reasons,
the circuit court properly awarded ARF damages for Classic's negligent
misrepresentations.

III. Promissory Estoppel

Classic further contends the circuit court erred in finding for ARF on its
promissory estoppel claim. Because we affirm the circuit court's findings as to
ARF's breach of contract and negligent misrepresentation claims, and ARF may
have only one damages recovery, we decline to further consider the promissory
estoppel claim. See Futch v. McAllister Towing of Georgetown, Inc., 335 S.C. 598,
613, 518 S.E.2d 591, 598 (1999) (noting a reviewing court need not address
remaining issues when resolution of a prior issue is dispositive).
IV. Damages

Finally, Classic contends the circuit court erred in awarding damages by failing to
consider that ARF's contract was with Dunlap and by disregarding the inequitable
consequences resulting from an award of interest on the unpaid invoices from
Classic to ARF. While we agree with the circuit court that ARF is entitled to some
interest, we find problematic the circuit court's use of the 24.64% interest rate from
the Factoring Agreement between ARF and Dunlap in calculating the interest due
from Classic.

Classic properly notes it was not a party to the Factoring Agreement or any other
agreement to pay ARF at a specified interest rate. Because the record does not
offer evidence to suggest that prior to this litigation Classic was aware of the
interest terms in the Factoring Agreement, we vacate the interest award and
remand for the circuit court to calculate the interest Classic owes on the
$202,390.92 in unpaid invoices at the 8.75% statutory interest rate. See, e.g.,
Taylor, Cotton & Ridley, Inc. v. Okatie Hotel Grp., LLC, 372 S.C. 89, 99, 641
S.E.2d 459, 464 (Ct. App. 2007) (remanding for determination of interest at 8.75%
statutory rate where evidence in the record supported that general contractor and
subcontractor contractually agreed to higher interest rate of 18% per annum but
owner did not contract for the higher rate); S.C. Code Ann. § 34-31-20(A) (Supp.
2023) (setting statutory interest rate of 8.75% in cases of accounts stated and
monies due).

Conclusion

For the foregoing reasons, the circuit court's order is

AFFIRMED IN PART, VACATED IN PART, AND REMANDED.

THOMAS and HEWITT, JJ., concur.