Team IA v. Lucas

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

Team IA, Inc., Appellant,

v.

Cicero Lucas, Respondent.

Appellate Case No. 2017-001497

Appeal From Lexington County
James O. Spence, Master-in-Equity

Unpublished Opinion No. 2020-UP-279
Heard June 2, 2020 – Filed October 7, 2020

REVERSED AND REMANDED

Benjamin C. Bruner, of Bruner Powell Wall & Mullins,
LLC, of Columbia, for Appellant.

Julio E. Mendoza, Jr., of Nexsen Pruet, of Columbia, for
Respondent.

PER CURIAM: Team IA appeals the master-in-equity's order finding it was not
entitled to post-judgment attorney's fees incurred in pursuing supplemental
proceedings to collect a 2015 judgment obtained against Cicero Lucas.
Specifically, Team IA argues the master erred because: (1) the Employment
Agreement and the circuit court's order entering the 2015 judgment allowed for
"any and all" attorney's fees; (2) the Agreement's fee-shifting provision was not
ambiguous; (3) the master did not hear evidence of the parties' intent; (4) the
merger doctrine did not extinguish Team IA's right to attorney's fees upon the entry
of the 2015 judgment; and (5) the master's findings were contrary to the law of the
case. We reverse and remand to the master-in-equity for further proceedings.

Following a 2015 trial in circuit court, Team IA obtained a jury verdict against
Cicero Lucas for $278,137.34 in damages for breach of contract. In its order on
post-trial motions, the circuit court found Team IA was entitled to attorney's fees
and costs pursuant to the Agreement. The circuit court entered judgment for Team
IA for $804,471.86, which included $526,334.52 in attorney's fees and costs.

Team IA filed this action for supplemental proceedings in an effort to collect the
judgment. The circuit court referred the case to the master and issued a rule to
show cause. Subsequently, the master applied the merger doctrine to find Team IA
was not entitled post-judgment attorney's fees and costs related to its efforts to
collect the outstanding judgment amount. Team IA appeals the denial of post-
judgment fees.

This court reviews questions of law de novo. Lollis v. Dutton, 421 S.C. 467, 477,
807 S.E.2d 723, 728 (Ct. App. 2017). When the master decided this case, he did
not have the benefit of this court's decision in Raynor v. Byers, published six
months after the master filed his order. 422 S.C. 128, 131, 810 S.E.2d 430, 432
(Ct. App. 2017). In Raynor, this court held, "South Carolina has not adopted the
merger doctrine from the Restatement. Thus, we find post-judgment attorney's
fees can be awarded if a statute or contract provides for such fees." Pursuant to
Raynor, we find the master erred in applying the merger doctrine to preclude Team
IA from recovering post-judgment attorney's fees.

We also reverse the master's finding of ambiguity, as our review of the record
reveals the master's consideration of the merger doctrine, as well as a
misapplication of the theories noted below, impacted his ambiguity finding. The
attorney's fee provision at issue provides:

Fees, Costs and Expenses: In the event Employer must
enforce any of the rights herein granted to it through an
attorney, Employee shall be liable for any and all
reasonable attorney's fees, expenses and court costs
incurred in connection with the enforcement of
Employer's rights hereunder.
In finding the "any and all" language capable of at least two interpretations and
then barring post-judgment fees, the master expressed concern that his ruling on
this contractual fee issue "[f]undamentally would change what happens at
supplemental proceedings, what happens at a lot of stuff we’re going to talk about
on my checklist," and emphasized "the point is the ruling is not only going to work
for you all, it has to work for the people who will try to take advantage of it. So
that's want I'm concerned with. Not concerned with you at all." Contra Scott
Moïse, Dear Scrivener, S.C. Lawyer, January 2014, at 50 ("No rule addresses state
trial court orders, which practitioners frequently attach as exhibits to briefs,
although they are not binding on other judges or courts.").

In his order denying post-judgment fees, the master stated, "Plaintiff and
Defendant presented no factual issues to the [c]ourt regarding Plaintiff's Motion
[for post-judgment fees]; the only issues are legal issues, one of which is how to
interpret the Employment Agreement." However, the master made this finding
without taking evidence, and in its absence, appears to have defaulted to the
American Rule, disregarding the contract's fee-shifting language. This was error.
See Jackson v. Speed, 326 S.C. 289, 307, 486 S.E.2d 750, 759 (1997) ("Attorney's
fees are not recoverable unless authorized by contract or statute." (emphasis
added)); Renaissance Enterprises, Inc. v. Ocean Resorts, Inc., 326 S.C. 460, 469,
483 S.E.2d 796, 801 (Ct. App. 1997), rev'd on other grounds, 334 S.C. 324, 513
S.E.2d 617 (1999) ("The contract between the parties clearly provided for the
recovery of reasonable attorney's fees for necessary litigation. The supplemental
proceeding was brought to collect on the debt owed pursuant to the contract. We
find no reason that the agreement would not encompass fees incurred in this
supplemental proceeding, brought in order to determine the amount due from the
underlying proceeding."); see also McDowell v. S.C. Dep't of Soc. Servs., 304 S.C.
539, 405 S.E.2d 830 (1991) (where a party was entitled to attorney's fees in an
underlying action pursuant to statute, that party was likewise entitled to attorney's
fees for subsequent litigation over such fees incurred in a supplemental
proceeding).

Accordingly, we reverse and remand to the master for further proceedings. On
remand, the master should apply Raynor and the fee-shifting language of this
specific contract, with the analysis to go "no further than required by the four
corners of the governing documents in this case when applied to the facts of this
case." See Callawassie Island Members Club, Inc. v. Dennis, 425 S.C. 193, 202,
821 S.E.2d 667, 672 (2018) (responding to the dissent's cogent concern that the
majority decision rendered a "harsh" result).1

REVERSED AND REMANDED.

HUFF, THOMAS, and MCDONALD, JJ., concur.

1
We decline to address Team IA's remaining issues as our rulings on the master's
application of Raynor, his concern with setting precedent in interpreting this
contract, and his findings on ambiguity are dispositive. See Futch v. McAllister
Towing of Georgetown, Inc., 335 S.C. 598, 613, 518 S.E.2d 591, 598 (1999)
(finding the appellate court need not address the remaining issues when disposition
of a prior issue is dispositive).