Contract – Specific Performance – Purchase and Sale Agreement

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Because Respondent never tendered the Purchase and Sale Agreement, it had no purchase contract for the court to specifically enforce.

We affirmed in part, reversed in part, and remanded.

Riverwalk River District Building 6, LLC (Riverwalk), Mark Mather, GRH Development Resources, LLC (GRH), the Greens of Rock Hill, LLC, and Assured Administration, LLC (collectively, Appellants) appealed the jury’s verdict in favor of and the trial court’s award of attorneys’ fees and grant of specific performance to Respondent Grapevine of Riverwalk, Inc. (Grapevine).

This case arose from a dispute over a commercial lease between Riverwalk and Grapevine. Riverwalk owns Building 6, located within a mixed-use development project in Rock Hill. In 2014, after several months of negotiation, Grapevine, which operated a wine and craft beer shop, entered the Lease with Riverwalk. It provided Grapevine would lease from Riverwalk a 1,490 square foot unit (the Premises) within Building 6 for a 10-year term. Because the building had not yet been constructed at the time, the Lease did not commence until February 2016. The Purchase and Sale Agreement (PSA), attached to the Lease as Exhibit G, provided the details of the purchase price, including that the total deposit for the unit would be $50,000, consisting of a $25,000 security deposit and a $25,000 deposit due upon execution of the PSA. The PSA also provided a space to fill in the closing date. The PSA referenced a Master Deed but did not include a Master Deed or any information pertaining to the recording of any Master Deed. The Lease commenced on February 2, 2016. On July 26, 2017, Grapevine’s prior counsel, Brian Wilson, sent a letter to Riverwalk regarding the “Exercise of Option to Purchase.” Wilson repeatedly asked Riverwalk to create and record the horizontal property regime and to agree to the proposed closing date or propose an alternate closing date. Riverwalk eventually sent draft documents pertaining to the creation of a horizontal property regime on January 30, 2018. However, no closing ever occurred.

On December 10, 2018, Grapevine commenced this action against Riverwalk asserting several causes of action, including breach of contract based upon Riverwalk’s failure to close the sale and its refusal to allow Grapevine to use the common areas as set forth in the Lease. Grapevine later amended its complaint, adding the remainder of Appellants as defendants. Grapevine also added a claim for negligent misrepresentation, arguing a representative of Riverwalk falsely stated Riverwalk’s lender would require Grapevine to lease the Premises for two years before they could purchase the property. This case proceeded to a jury trial. Ultimately, only Grapevine’s claims for breach of contract by Riverwalk as to the Option and as to the use of the common areas provisions in the Lease and negligent misrepresentation and civil conspiracy as to all Appellants were submitted to the jury.

Among other things, Appellants argued the trial court erred by granting Grapevine’s claim for specific performance. They asserted that a court of equity must find “there is clear evidence of a valid agreement” to compel specific performance. Appellants contended the Option cannot be specifically enforced because it was a mere right held in anticipation of a potential future purchase contract. They further averred Grapevine’s execution of the PSA as provided in Exhibit G was a necessary condition to its exercise of the Option. Appellants argued the Option could not be fulfilled without the execution of a PSA, including a contemporaneous escrow deposit. Appellants asserted that because Grapevine never tendered the PSA, it had no purchase contract for the court to specifically enforce. We agreed. We found that under the terms of the Option, Grapevine’s notice of its intent to exercise the Option was alone insufficient to exercise the Option.

By its terms, the Option, which references Exhibit G to the Lease, required Grapevine to, at a minimum, pay or tender a deposit of $25,000 as a condition precedent to exercise the Option. Thus, the trial court erred by concluding the Option only required 120 days advance written notice and did not require payment or tender of the purchase price to bind the parties to the purchase. Even though Wilson’s and Melanie’s testimonies indicated Grapevine was ready, willing, and able to pay the purchase price on February 2, 2018, and at any time thereafter, nothing prevented Grapevine from paying or tendering the deposit to an escrow agent of its choosing. Further, given the parties’ failure to agree regarding the essential terms of the PSA, including the creation of the horizonal property regime, there was no meeting of the minds and therefore no valid contract to enforce. For these reasons, we reversed the trial court’s grant of specific performance.

Affirmed in part, reversed in part, and remanded.

The Grapevine of Riverwalk Inc. v. Riverwalk River District Building 6 LLC (Lawyers’ Weekly No. 012-050-25, 16 pp.) (Per Curiam) Appealed from York County Circuit Court (William A. McKinnon, J.) Ian Scott Ford and Ainsley Fisher Tillman, both of Ford Wallace Thomson LLC, of Charleston, for Appellants. Stephen Lynwood Brown and Russell Grainger Hines, both of Clement Rivers, LLP, of Charleston, for Respondent. South Carolina Court of Appeals Unpublished