Criminal Practice – Jury Demand – Jury Waiver

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Respondent did not waive its right to a jury trial because the jury waiver in the parties’ 2016 financing agreement did not apply to disputes arising from their later, informal 2020 financing arrangement, and therefore affirmed the denial of Appellant’s motion to strike the jury demand.

We affirmed the circuit court’s denial of Appellant’s motion to strike Respondent’s jury demand.

Dealer Financial Holdings, LLC appealed the circuit court’s denial of their motion to strike Respondent Penland Automotive, LLC’s jury demand. Dealer Financial argued Penland waived its right to a jury trial through a broad jury trial waiver contained in a 2016 floor-plan financing agreement. We held the waiver did not apply to the dispute at issue.

In 2016, Penland Automotive and Dealer Financial Holdings entered into a written loan and security agreement under which Dealer Financial provided floor-plan financing to Penland Automotive. The agreement, as well as a related demand note and personal guaranty signed by Charles W. Penland, Jr., contained an expansive jury trial waiver covering any claims connected to the agreement, related agreements, or alleged extra-contractual facts. The parties operated under this arrangement for approximately three years.

In 2019, Penland Automotive asked Dealer Financial to close and deactivate the floor-plan account, and Dealer Financial complied, effectively ending the financing relationship. In 2020, after experiencing financial difficulties during the COVID-19 pandemic, Penland sought new floor-plan financing and began discussions with Dealer Financial about resuming their prior relationship. Although Dealer Financial resumed advancing funds and Penland made payments, the parties never executed a new written agreement. Correspondence from Dealer Financial suggested a new agreement would be prepared, but none of the proposed documentation referenced the 2016 Agreement or incorporated its terms.

A dispute later arose when Dealer Financial accelerated repayment and demanded immediate payment, referencing obligations under the 2016 Agreement. Penland filed suit asserting multiple causes of action, including breach of the covenant of good faith and fair dealing, unfair trade practices, fraud, negligent misrepresentation, and defamation, and demanded a jury trial. Dealer Financial moved to strike the jury demand, contending the 2016 jury waiver governed all Penland’s claims.

We rejected that argument. While acknowledging that jury trial waivers are enforceable in South Carolina, the court emphasized that such waivers are strictly construed and will not be extended by implication. We found that although the 2016 Agreement clearly governed disputes arising from that contract and related documents, the parties terminated that agreement when they closed the floor-plan account in 2019. The record did not support a conclusion that the parties intended to carry forward all terms of the 2016 Agreement—including the jury trial waiver—into the informal 2020 financing arrangement.

Finally, Penland’s claims arose from disagreements over the terms and conduct of the 2020 financing relationship, not from the 2016 Agreement or alleged extra-contractual facts surrounding it. Because there was no evidence that the jury waiver was incorporated into the 2020 arrangement, the waiver did not apply.

Affirmed.

Penland Automotive LLC v. Dealer Financial Holdings LLC (Lawyers Weekly No. 012-005-26, 7 pp.) (Per Curiam) Appealed from Greenville County Circuit Court (J. Derham Cole, J.) Robert Hope Jordan, of Parker Poe Adams & Bernstein, LLP, of Charleston, and Emily Irene Bridges, of Parker Poe Adams & Bernstein, LLP, of Greenville, both for Appellants. Jason Michael Imhoff, of Imhoff Law Firm, of Greenville, for Respondents. South Carolina Court of Appeals Unpublished