Thomerson v. Devito

430 S.C. 246 (2020)

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Nature of the Case

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Facts

Thomerson (P) alleged that DeVito (Ds), the former owners of Lenco Marine failed to give him a three-percent ownership interest in Lenco that was promised to him as part of his compensation package. P was hired in May 2007 and Lenco was sold in December 2016 to Power Products, LLC. During negotiations regarding his compensation P and another employee wanted to have an ownership interest in the company, and D told them they would 'work on that as we go on down the road.' In early 2009, D informed P and the second employee that Lenco was going to buy back a fifteen percent interest from a minority shareholder and distribute it as a three percent share to each of five employees, including P. Plaintiff believed the five sets of three-percent equity shares would be issued contemporaneously with the stock buyback. In 2011, P and another inquired about their equity shares and D abruptly cut them off. D told P that he did not want to distribute ownership shares in the company while there was a lawsuit pending against Lenco by another company. The second employee resigned and received no shares. The litigation concluded in September 2013 and P did not get any shares. At the end of 2016, D stated he was not going to give the shares. P sued Ds. Ds were granted summary judgment on all of P's claims except promissory estoppel on the basis they were time-barred by the three-year statute of limitations. The parties disagreed on whether the claim for promissory estoppel was subject to the three-year statute of limitations. The district court certified the question. Plaintiff contends that promissory estoppel is an equitable claim that the statute of limitations is not applicable to equitable claims. Ds assert P is seeking monetary damages, which they contend is legal, not equitable, relief. Ds note promissory estoppel has been described in our case law as a quasi-contractual equitable remedy and that the statute of limitations has been applied to claims for quantum meruit, which has also been characterized as a quasi-contract, so application of the statute of limitations should be extended to claims for promissory estoppel.