Haas v. TI Oldfield Operations, LLC

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

Marc Haas, Susan Haas, Rob Star, and Melissa Star,
Appellants,

v.

TI Oldfield Operations, LLC, SF Operations, LLC,
Oldfield Club, Oldfield Community Association,
Oldfield Club Board of Directors, and John Does 1-10,
Respondents,

And

TI Oldfield Operations, LLC and SF Operations, LLC,
Third Party Plaintiffs,

v.

Oldfield, LLC and Crescent Communities, LLC f/k/a
Crescent Resources, LLC, Third Party Defendants.

Appellate Case No. 2018-000707

Appeal From Beaufort County
Edgar W. Dickson, Circuit Court Judge

Unpublished Opinion No. 2021-UP-027
Submitted November 2, 2020 – Filed January 27, 2021

AFFIRMED
Denise Lynn Savage, of Savage Law, PLLC, of Beaufort,
for Appellants.

Ian S. Ford and Hunter H. James, of Ford Wallace
Thomson, LLC, of Charleston, for Respondents Oldfield
Club and Oldfield Club Board of Directors.

Merritt Gordon Abney, of Nelson Mullins Riley &
Scarborough, LLP, of Charleston, for Respondents TI
Oldfield Operations, LLC and SF Operations, LLC.

Suzanne Elizabeth Deters and Robert Michael Ethridge,
of Ethridge Law Group, LLC, of Mount Pleasant, for
Respondent Oldfield Community Association.

PER CURIAM: This is a dispute between four homeowners and several entities
we will collectively call "Development." The homeowners sued Development for
breach of a settlement agreement, negligence/gross negligence, and constructive
trust/accounting; all arising out of how money is allocated between Development's
community association and its golf course. We affirm.

FACTS
Marc Haas, Susan Haas, Rob Star, and Melissa Star are property owners at Oldfield,
a private community located in Bluffton. Marc and Susan Haas are Melissa's
parents. For ease of reference, we refer to the group as "Homeowners."

All Oldfield property owners are automatically dues paying members of the Oldfield
neighborhood homeowners' association and the Oldfield community club (also
referred to as the social club). Property owners who choose to become "golf club
members" are also responsible for further financial obligations depending on their
level of golf membership.

Homeowners brought this action in March 2016 asserting their social/community
dues were being improperly used to fund the golf club's operations. Homeowners
believe there should be a financial "firewall" between Development's
social/community finances and golf finances. In other words, they maintain
Development may not apply any social/community money to golf maintenance and
operations.

The catalyst for this case appears to have been a 2013 increase in everyone's social
dues. Development also increased the level of access that community/social
members had to the golf facilities. This prompted discussion among some residents
that the golf club was losing money and that giving all Oldfield members increased
access to the golf club was a pretext to justify sending more in social dues money to
the golf club.

After roughly a year and a half of litigation, Development entities separately moved
for summary judgment on all of Homeowners' claims. The circuit court granted
summary judgment after conducting a hearing. This appeal followed.

LAW/ANALYSIS
Homeowners raise a number of issues on appeal. We need not address all of them
because the summary judgment finding will stand as long as a single ground supports
it.

We believe three things control here: Development's governing documents, the 2009
settlement, and the statute of limitations. All issues share the common question of
whether there is a genuine dispute of material fact that prevented the circuit court
from granting summary judgment.

GOVERNING DOCUMENTS
The relevant portion of Section 3.1 of Development's "Recreational Covenant" states
that property owners, as Social Members, agree

to pay to the Club Operator assessments, annual dues, and
minimum usage fees in such amount as Club Operator
shall specify from time to time, except that [Social]
Members shall not be subject to assessment for operating
deficits or capital improvements related to golf facilities
or golf operations.

The dues for [Social] Membership shall be based upon a
budget of the estimated costs of maintaining, repairing,
replacing, insuring, operating and providing the facilities,
activities, and events available for the use and enjoyment
of [Social] Members, and a reasonable share of the
overhead expenses associated with general operation and
administration of the Club.

…Such budget shall not include costs associated solely
with facilities, activities, or events that do not benefit
[Social] Members. In determining the level of dues to be
charged for [Social] Memberships, the total estimated
costs pursuant to such budget shall be divided by the
number of memberships of all classes and categories to
whom the facilities, services and/or programs covered by
such budget are made available.

(emphases added). The passage above is clear and unambiguous in explaining that
social members are not responsible for paying golf "assessments." We do not read
"assessments" to prevent dues increases, even dues increases with some relationship
to golf facilities, provided the golf facilities have been made available for the use
and enjoyment of social members.

Homeowners do not differentiate in their argument between dues and assessments,
but the Recreational Covenant's first paragraph distinguishes between assessments,
annual dues, and minimum usage fees. These categories are listed separately, and
all social members are obligated to pay each of them. When the covenant
subsequently protects the social members from golf course obligations, only the
word "assessment" appears.

There is no definitional section in the Recreational Covenant, but traditional
meaning and context suggest that Homeowners and other social members are not
protected from a "dues" increase related to golf, as Homeowners assert, as long as
golf is "available for the use and enjoyment of [social] members" via the ten
complimentary rounds of golf per year allotted to each property owner. In addition
to the annual complimentary golf rounds, social members are currently allowed to
use and enjoy the golf club's restaurant, pro shop, and the administrative office,
which services both social and golf members. Under Homeowners' proposed
interpretation, social members would be entitled to enjoy the golf-related amenities
without contributing to the maintenance, upkeep, or other cost of these amenities.
This directly conflicts with the Recreational Covenant, as noted above.

To be fair, it does not seem as though social members make much use of the golf
club, its restaurant, or the complimentary golf rounds. Still, the Recreational
Covenant provides that frequency of use is irrelevant. The covenant states that "[n]o
[property owner] may exempt himself or herself from liability for Membership Fees
by non-use of Club facilities. . . ."

2009 SETTLEMENT
Homeowners were once golf club members, but when Oldfield's former developer
declared bankruptcy, Homeowners took legal action in Texas to get out of their golf
club memberships. That produced a confidential "termination" or settlement
agreement in September 2009. Homeowners believe Section 2 of that settlement
mandates that they not be charged dues for any golf facilities.

In relevant part, the settlement provides:

the terms and provisions of the Membership Agreement
that relate to or are attributable to the Member's use,
access, rights, duties, liabilities and obligations
concerning the Golf Course attributable solely to being a
member of the Club, including the Member's obligation to
pay in full its Membership Contribution, shall
automatically be terminated, cancelled, and extinguished
and shall be of no further force and/or effect.

We read this as relieving Homeowners of any responsibility going forward to pay
for the golf memberships they previously purchased. Homeowners thus reverted to
being social members pursuant to Section 3.1 of the Recreational Covenant. The
settlement does not contain any language creating a new separate class of
membership for Homeowners or a budgetary firewall.

STATUTE OF LIMITATIONS
The legal claims in this case are for breach of contract (the 2009 settlement) and
negligence. As the circuit court noted, the statute of limitations for negligence and
breach of contract is three years.

This lawsuit began in March 2016; meaning the limitations period must not have
started before March 2013. The circuit court granted summary judgment based on
the evidence Rob Star met with Development representatives in 2012, expressed
concern about how administrative costs were allocated, and admitted in his
deposition that this lawsuit was about the same concerns. We agree.

One of the key dates, but not the earliest key date, is February 7, 2013. That is when
Development sent an email to all property owners informing them of an increase in
the social dues. That same email explained the previous allotment to social members
of four rounds of golf at a price determined by the golf professional would be
increased to ten complementary rounds. Rob Star agreed during his deposition that
he would have received the email when it was sent.

The second key date is March 5, 2013. That is the date of an email from Rob Wilson,
another Oldfield homeowner, to one of Development's representatives. This
message refers back to a 2012 meeting and discussion where Development
apparently disclosed that there was not a financial "firewall" between the
social/community finances and the golf club's finances. Rob Star was at the same
meeting. He admitted this in his deposition, and he also admitted that his claims in
this suit arise out of the same concerns raised in that meeting.

To be fair, Star would say he did not feel like he got straight answers to the questions
he raised in 2012 and thereafter. Still, the statute of limitations "runs from the date
the injured party either knows or should have known by the exercise of reasonable
diligence that a cause of action arises from the wrongful conduct." Dean v. Ruscon
Corp., 321 S.C. 360, 363, 468 S.E.2d 645, 647 (1996). The law requires an injured
party to "act with some promptness where facts and circumstances of the injury
would put a person of common knowledge and experience on notice that some right
of his had been invaded or that some claim against another party might exist," and
the statute of limitations is not on hold until "advice of counsel is sought or
full-blown theory of recovery is developed." Johnston v. Bowen, 313 S.C. 61, 64,
437 S.E.2d 45, 47 (1993) (internal citation omitted). Having gone through the
voluminous evidence, we find it is evident that Star (and others) long-suspected there
was no firewall between the community association and the golf club, and that the
community association was sharing in some of the administrative costs associated
with golf facilities.

Homeowners also make a claim for accounting, which lies in equity not law. See
Historic Charleston Holdings, LLC v. Mallon, 381 S.C. 417, 427, 673 S.E.2d 448,
453 (2009). However, it appears Homeowners never discussed this claim either here
or below when arguing the statute of limitations, thus, any argument regarding the
accounting claim has been abandoned.

REMAINING ISSUES
The above analysis controls on all issues Homeowners raise save one: Homeowners
argue the circuit court erred in signing an order drafted by opposing counsel.
Nothing prohibits a circuit court from the rather routine practice of accepting and
signing proposed orders drafted by counsel.
CONCLUSION
Based on the foregoing, summary judgment is

AFFIRMED.1

THOMAS, HILL, and HEWITT, JJ., concur.

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