THE STATE OF SOUTH CAROLINA 

In The Court of Appeals 

Associated Receivables Funding, Inc., Respondent, 

v. 

Dunlap, Inc.; James Stephen Dunlap, an Individual; 

Dunlap Industrial Coating Services, Inc.; Dunlap 

Industrial Services, Inc.; Classic Industrial Services, Inc.; 

and Mark Beuerle, an Individual, Defendants, 

Of Which Classic Industrial Services, Inc. is the 

Appellant. 

Appellate Case No. 2020-000320 

Appeal From Greenville County 

Edward W. Miller, Circuit Court Judge 

Opinion No. 6064 

Heard March 7, 2024 – Filed June 20, 2024 

AFFIRMED IN PART, VACATED IN PART, AND 

REMANDED 

Steven Edward Buckingham, of The Law Office of 

Steven Edward Buckingham, LLC, of Greenville, for 

Appellant. 

Townes Boyd Johnson, III, of Townes B. Johnson, III, 

LLC, of Greenville, for Respondent. 
 

 

 

 

 

 

 

 

 

 

 

 

 

MCDONALD, J.: In this action to enforce a security interest, Classic Industrial 

Services, Inc. (Classic)1 argues the circuit court erred in finding it liable under 

South Carolina's Uniform Commercial Code (UCC), the common law theory of 

negligent misrepresentation, and the equitable theory of promissory estoppel. 

Classic further asserts the circuit court erred in calculating Associated Receivables 

Funding, Inc.'s (ARF)2 damages. We affirm in part, vacate in part, and remand. 

Facts and Procedural History 

On September 24, 2010, ARF and Dunlap, Inc. (Dunlap)3 contracted for ARF to 

provide Dunlap with funding in exchange for receivables (the Factoring 

Agreement). Pursuant to its terms, the Factoring Agreement was executed under 

and governed by South Carolina law. As consideration for entering the Factoring 

Agreement, Dunlap gave ARF a security interest in its accounts receivable and 

contract rights, "represented by a UCC Financing Statement (UCC-1) filed with the 

South Carolina Secretary of State." 

In April 2014, ARF began purchasing Dunlap's accounts receivables for which 

Classic was the account debtor. For these receivables (the Dunlap Invoices), each 

invoice Dunlap provided to Classic stated, "For value received, this invoice has 

been assigned to, owned by and payable to Associated Receivables Funding, Inc. 

PO Box 16253, Greenville, SC 29606. Any offsets, claims, etc. must be reported 

to Associated Receivables Funding, Inc. immediately upon receipt of this Invoice." 

On each Dunlap Invoice, Dunlap also stamped this language: 

For value received, we hereby assign and transfer this 

invoice and its proceeds to Associated Receivables 

Funding, Inc. who is the owner of this invoice 

1 Classic is a Delaware corporation operating as a contractor out of Louisiana. 

2 ARF is a South Carolina factoring company principally engaged in making 

accounts receivable financing available to customers. A factoring agreement 

allows a small business to sell outstanding invoices to a third party in exchange for 

upfront cash. 

3 Defendants Dunlap, James Stephen Dunlap, Dunlap Industrial Coating Services, 

Inc., Dunlap Industrial Services, Inc., and Mark Beuerle are not parties to this 

appeal. Dunlap, which is no longer in business, was a South Carolina company 

principally engaged in providing industrial coating services. 
 

 

 

 

 

 

 

 

unencumbered by any other security or claims, and 

pursuant to the master agreement. The undersigned does 

herewith assign all lien rights, chooses [sic] in action, 

chattel paper or contract rights. We further certify that 

the goods have been shipped and/or services have been 

rendered in agreement with all terms and conditions. 

In late 2014, Classic hired Dunlap as a subcontractor on a project for American 

Electric Power in Pittsburg, Texas (the Project). In October 2015, Classic and 

Dunlap entered a written agreement memorializing their relationship (the 

Subcontract).4 Under subsection K of the Subcontract, Classic agreed "[t]he terms, 

and provisions of this subcontract shall extend to and be binding upon the heirs, 

successors, executors, administrators, trustees and assigns of the parties hereto." 

Upon receipt of each Dunlap Invoice, Classic also completed and emailed ARF's 

"Work Completion Form" directly to ARF. Classic's certifications included this 

language: 

This is to certify that the below work as described has 

been satisfactorily completed and to acknowledge that 

payment for this invoice is not contingent upon any other 

work being completed. 

I understand that payment will not be processed until this 

form is completed and returned to the above address. 

I certify that the above work has been completed in full, 

all invoicing for material used has been provided to 

project designee. The work performed has been 

inspected and complete payment should be processed to 

PO Box 16253, Greenville, SC 29606. 

From April 2014 until February 2016, Classic paid ARF for monies advanced on at 

least forty Dunlap Invoices totaling over a million dollars. Beginning with two 

4 ARF's executive vice president of operations (VPO), Kevin Gilbert, testified that 

he never saw the Subcontract until his deposition. He explained he did not need to 

see the Subcontract because ARF "only purchased invoices [from Dunlap] once we 

received confirmation [from Classic] that the invoice was going to pay." 
 

 

 

 

 

 

 

 

 

 

 

 

 

March 28, 2016 invoices, however, Classic failed to remit payment on fifteen 

invoices—totaling $202,390.92—that Classic had certified ARF should pay. 

No later than April 2016, Classic became suspicious that Dunlap had not paid 

certain suppliers Dunlap used to satisfy its obligations under the Subcontract. 

Classic immediately demanded proof of payment from Dunlap to address these 

concerns.5 Yet, Classic continued to represent to ARF that complete payment 

should be processed on the Dunlap Invoices through May 9, 2016. It was not until 

July 2016 that ARF learned Classic was not going to pay the remaining Dunlap 

Invoices. At the time of trial, ARF was owed $323,718.31 on the unpaid invoices.

6 

ARF filed this action against Dunlap, Classic, and others, and the circuit court held 

a nonjury trial. The parties agreed to dismiss Dunlap without prejudice; the 

remainder of the case involved ARF's claims against Classic. At the conclusion of 

the testimony, both parties moved for directed verdicts. The circuit court invited 

the parties to submit post-trial briefs and subsequently issued an order finding in 

favor of ARF as to all three causes of action asserted against Classic. Citing 

sections 36-9-607 and 36-9-404 of the South Carolina Code (2003 & Supp. 2023), 

the court ruled: 

[A] secured party may enforce the obligations of an 

account debtor and exercise the rights of the debtor with 

respect to the obligation of the account debtor. A secured 

party's rights, however, are subject to all terms of the 

agreement between the account debtor and assignor and 

any defense or claim in recoupment arising from the 

transaction that gave rise to the contract unless an 

account debtor has made an enforceable agreement not to 

assert defenses or claims. 

5 Initially, Dunlap provided Classic written assurances that it was or would be 

paying its suppliers, including Carboline and Hertz Equipment Rental Company. 

When these assurances proved to be false, Classic issued Dunlap a May 12, 2016 

notice of default, giving Dunlap five days to provide conclusive assurance that the 

suppliers had been paid. Because Dunlap was unable to cure its default, Classic 

terminated Dunlap on May 17, 2016. Classic subsequently paid Hertz 

approximately $142,000 and Carboline approximately $37,000 to satisfy any lien 

claims they might have against the Project. 

6 This figure included the balance on the unpaid invoices, plus interest at the rate of 

24.64% set forth in the Factoring Agreement. 
 

 

 

 

 

 

 

 

 

 

 

 

In the matter at hand, [Classic], the account debtor, 

agreed not to assert defenses or claims against payment 

of each Dunlap Invoice to [ARF], the secured party, 

when [Classic] represented to [ARF] that the work was 

inspected and "complete payment should be processed" 

to [ARF]. This Court finds that the ordinary, plain 

meaning of "should" is the past tense of shall and, 

accordingly, connotes a duty or obligation. As [Classic] 

obligated itself to process complete payment to [ARF], 

[ARF], in accordance with South Carolina Code Ann. 

§ 36-9-607, is entitled to enforce [Classic's] obligations 

under the Dunlap Invoices. [Classic], accordingly, is 

liable to [ARF] for the Dunlap Invoices in the amount of 

Two Hundred Two Thousand, Three Hundred Ninety and 

92/100ths Dollars ($202,390.92). 

(internal citations omitted). The circuit court also ruled against Classic on ARF's 

claims for negligent misrepresentation and promissory estoppel, awarding ARF 

judgment in the amount of $323,718.31. Classic filed no post-trial motion, but 

timely appealed. 

Standard of Review 

"An action to construe a contract is an action at law reviewable under an 'any 

evidence' standard." Miller Constr. Co., LLC v. PC Constr. of Greenwood, Inc., 

418 S.C. 186, 195, 791 S.E.2d 321, 326 (Ct. App. 2016) (quoting Pruitt v. S.C. 

Med. Malpractice Liab. Joint Underwriting Ass'n, 343 S.C. 335, 339, 540 S.E.2d 

843, 845 (2001)). "In an action at law tried without a jury, an appellate court's 

scope of review extends merely to the correction of errors of law." Id. (quoting 

Temple v. Tec-Fab, Inc., 381 S.C. 597, 599–600, 675 S.E.2d 414, 415 (2009)). 

"The Court will not disturb the trial court's findings unless they are found to be 

without evidence that reasonably supports those findings." Id. (quoting Temple, 

381 S.C. at 600, 675 S.E.2d at 415). "When legal and equitable actions are 

maintained in one suit, the court is presented with a divided scope of review, and 

each action retains its own identity as legal or equitable for purposes of review on 

appeal." Wright v. Craft, 372 S.C. 1, 17, 640 S.E.2d 486, 495 (Ct. App. 2006). "In 

an action at equity, tried by a judge alone, an appellate court may find facts in 

accordance with its own view of the preponderance of the evidence." Inlet 

Harbour v. S.C. Dep't of Parks, Rec. & Tourism, 377 S.C. 86, 91, 659 S.E.2d 151, 

154 (2008). 
 

 

 

 

 

 

 

 

Analysis7 

I. Enforcement of Security Interest/Existence of a Contract 

Classic first argues the circuit court erred in finding it liable for ARF's damages 

under section 36-9-607, in derogation of Classic's rights under section 36-9-404. 

We disagree. 

Regarding the rights acquired by—and the claims and defenses against—an 

assignee, § 36-9-404 states in pertinent part: 

(a) Unless an account debtor has made an enforceable 

agreement not to assert defenses or claims, and subject to 

subsections (b) through (e), the rights of an assignee are 

subject to: 

(1) all terms of the agreement between the account debtor 

and assignor and any defense or claim in recoupment 

arising from the transaction that gave rise to the contract; 

and 

(2) any other defense or claim of the account debtor 

against the assignor which accrues before the account 

debtor receives a notification of the assignment 

authenticated by the assignor or the assignee. 

(b) Subject to subsection (c) and except as otherwise 

provided in subsection (d), the claim of an account debtor 

against an assignor may be asserted against an assignee 

under subsection (a) only to reduce the amount the 

account debtor owes. 

7 ARF argues Classic failed to preserve most of its arguments because it filed no 

Rule 59(e), SCRCP, motion. We disagree. As Classic properly notes, Rule 52 

governs in this nonjury context. See Rule 52(b), SCRCP ("When findings of fact 

are made in actions tried by the court without a jury, the question of the sufficiency 

of the evidence to support the findings may thereafter be raised whether or not the 

party raising the question has made in the trial court an objection to such findings 

or has made a motion to amend them or a motion for judgment."). 
 

 

 

 

 

 

 

 

. . . . 

(d) In a consumer transaction, if a record evidences the 

account debtor's obligation, law other than this chapter 

requires that the record include a statement to the effect 

that the account debtor's recovery against an assignee 

with respect to claims and defenses against the assignor 

may not exceed amounts paid by the account debtor 

under the record, and the record does not include such a 

statement, the extent to which a claim of an account 

debtor against the assignor may be asserted against an 

assignee is determined as if the record included such a 

statement. 

. . . . 

S.C. Code Ann. § 36-9-404 (2003 & Supp. 2023). 

Under section 36-9-102(73)(A) and (D) of the S.C. Code Ann. (2003 & Supp. 

2023), a "secured party" means a "person in whose favor a security interest is 

created or provided for under a security agreement, whether or not any obligation 

to be secured is outstanding" or a "person to which accounts, chattel paper, 

payment intangibles, or promissory notes have been sold." An "account debtor" is 

"a person obligated on an account, chattel paper, or general intangible. The term 

does not include persons obligated to pay a negotiable instrument, even if the 

instrument constitutes part of chattel paper." S.C. Code Ann. § 36-9-102(a)(3) 

(2003 & Supp. 2023). In distinguishing a debtor from an account debtor, the UCC 

defines a "debtor" as "a seller of accounts, chattel paper, payment intangibles, or 

promissory notes." S.C. Code Ann. § 36-9-102(a)(28)(B) (2003 & Supp. 2023). 

Here, ARF is the assignee/secured party, Dunlap is the assignor/debtor, and Classic 

is the account debtor. Classic argues the work completion certification language is 

neither valid nor enforceable against Classic by ARF, but we find evidence 

supports the well-reasoned findings of the circuit court. 

VPO Gilbert testified that when ARF "factor[s] a receivable, our client provides us 

an invoice. Once we verify and confirm that invoice is a valid invoice, we will 

purchase that invoice and advance the money to our client." Gilbert explained that 

Classic emailed ARF directly regarding the Dunlap Invoices and attached both "a 

work completion form signed by Classic" and "a copy of the actual invoice 
 

 

 

 

 

submitted to Classic by Dunlap." He stated, "We funded each and every one of 

these invoices based on this confirmation." Prior to July 2016, ARF "had no 

reason to believe that [Classic] would not pay, since all confirmations prior to that 

had been paid." 

Regarding the Dunlap Invoices, Gilbert agreed on cross-examination that "nowhere 

on here does it say that [Classic] is waiving any defenses." This exchange 

followed: 

Q: Okay. If there is no waiver of the defenses in the 

contract and there is no indication that this is a 

complete—that this is a complete and final obligation for 

payment on behalf of Classic, would you agree with me 

that this does not waive any defenses? 

A: I do not agree with you. 

Q: Okay. Did you provide any consideration to Classic 

Industrial for waiving defenses? 

A: We provided funding for them for and to continue 

work. 

Q: You provided funding to Dunlap, correct? 

A: Correct. 

Q: Did you pay consideration to Classic Industrial 

Services, as required by the UCC? 

A: Nothing was paid to Classic Industrial. 

Q: In fact, you don't have any other agreement, other than 

these certifications, you had no other agreement with 

Classic Industrial Services, correct? 

A: Correct. 

Q: You didn't have them sign a guarantee, correct? 
 

 

 

 

 

 

 

 

 

 

 

A: No guarantee. 

Q: You didn't have them sign a promissory note? 

A: No note. 

Q: And there is nothing contained in this language that 

says you waive your defenses under the UCC, correct? 

A: Nothing that I read, no. 

On redirect, Gilbert stated, "If we didn't fund Dunlap, they would have no money 

to continue" and noted Classic benefitted from Dunlap continuing to work on the 

Project. Gilbert testified ARF would not have purchased any of the Dunlap 

Invoices without Classic's representations on the Work Completion Form. 

Controller Jessica DeLaune testified on behalf of Classic and admitted that even 

after Classic had notice Dunlap was not paying its subcontractors and suppliers in 

April 2016, Classic continued to certify to ARF that the work was complete and 

ARF should pay Dunlap. However, DeLaune explained, "We were of the 

understanding that Carboline had been paid and it was remedied." After being 

questioned about the definition of the word "should" and reading the definition 

from the Oxford English Dictionary, DeLaune agreed "should" is "used to indicate 

an obligation, duty, or correctness typically when criticizing someone's actions." 

DeLaune testified Classic did not certify any Dunlap Invoice after May 5, 2016. 

On re-cross, DeLaune testified, "I'm a CPA and I have been in business a very long 

time and this certification doesn't waive any of our rights of offset, based on my 

experience, so I don't know why they would rely on just the work completion 

certification." When asked whether ARF changed its position based on Classic's 

certification, she said, "I don't know that I can agree to that. I don't know." 

Initially, we note the existence of a contract is a question of fact and our scope of 

review in this action at law tried without a jury, "extends merely to the correction 

of errors of law." Miller Constr. Co., 418 S.C. at 195, 791 S.E.2d at 326 (quoting 

Pruitt, 343 S.C. at 339, 540 S.E.2d at 845). Here, secured party ARF offered to 

fund Dunlap's receivables and keep Dunlap at work on Classic's Project. ARF 

persuasively argues Classic accepted ARF's offer of payment on each of the 

Dunlap Invoices and received the benefit of Dunlap remaining at work on its 

Project. See Regions Bank v. Schmauch, 354 S.C. 648, 660–61, 582 S.E.2d 432, 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

439 (Ct. App. 2003) ("A contract is an obligation which arises from actual 

agreement of the parties manifested by words, oral or written, or by conduct."). In 

emailing each executed Work Completion Form to ARF, Classic represented that it 

had inspected Dunlap's work and that "complete payment should be processed." 

Although Classic admits "should" and "shall" share a common origin, and "should" 

is "technically" the past tense of "shall," Classic argues there is disagreement "as to 

whether and what extent 'should' carries the force of a mandate." While South 

Carolina courts have not specifically ruled on the meaning of the word "should" in 

this context, the Fourth Circuit has noted that when standing alone, the term "can 

express the notion of requirement or obligation." Casa De Maryland v. U.S. Dep't 

of Homeland Sec., 924 F.3d 684, 700 n.12 (4th Cir. 2019) (citing Should, Webster's 

Third New International Dictionary Unabridged (2002) ("used . . . to express duty, 

obligation, [or] necessity")). 

We find it problematic to construe "should" as discretionary in the context of 

processing a payment for work certified to be complete and payable in the course 

of an ongoing business relationship. Instead, it seems logical to construe "should" 

as a requirement or obligation in such a contractual context. See Bluffton Towne 

Ctr., LLC v. Gilleland-Prince, 412 S.C. 554, 569, 772 S.E.2d 882, 890 (Ct. App. 

2015) ("Generally, a contract is 'interpreted according to the terms the parties have 

used, and the terms are to be taken and understood in their plain, ordinary, and 

popular sense.'" (quoting Stanley v. Atlantic Title Ins. Co., 377 S.C. 405, 414, 661 

S.E.2d 62, 67 (2008))). Therefore, we find no error in the circuit court's 

determination that by emailing the work completion forms certifying Dunlap's 

work to ARF, Classic obligated itself to complete payment to ARF. We further 

agree with the circuit court's finding that ARF is entitled to enforce Classic's 

obligations under the Dunlap Invoices. See § 36-9-607(a)(1) (providing that if "so 

agreed, and in any event after default," a secured party "may notify an account 

debtor or other person obligated on collateral to make payment or otherwise render 

performance to or for the benefit of the secured party).

8 

8 Classic encourages us to follow the decision reached in Factor King, LLC v. 

Block Builders, LLC, which Classic argues is "substantially identical to the 

circumstances of the instant case in both law and fact." 192 F. Supp. 3d 690 (M.D. 

La. 2016). But we find Commercial Capital Holding Corp. v. Team Ace Joint 

Venture, 2000 WL 726880 (E.D. La. June 2, 2000), which Factor King 

distinguishes, more persuasive. There, the Louisiana district court granted 

summary judgment to the plaintiff (Commercial Capital), against the general 

contractor (Team Ace). Id. at *1. Team ACE had entered subcontracting 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Even if the Work Completion Forms did not contractually bind Classic, ARF and 

Classic mutually intended to be bound through their conduct. See Stanley Smith & 

Sons v. Limestone Coll., 283 S.C. 430, 433, 322 S.E.2d 474, 477 (Ct. App. 1984) 

("If agreement is manifested by words, the contract is said to be express. If it is 

manifested by conduct, it is said to be implied. In either case, the parties must 

manifest a mutual intent to be bound." (internal citations omitted)). ARF extended 

a line of credit to Dunlap for the completion of work on the Project and Classic 

availed itself of the benefits. Considering that ARF remitted payment to Dunlap 

on more than forty Dunlap Invoices certified by Classic—totaling over a million 

dollars from April 2014 through February 2016—we agree with the circuit court 

that a contract existed between Classic and ARF. The substance of this agreement 

was that ARF advanced money to Dunlap so Dunlap could complete the work 

Classic needed on the Project. When Classic failed to pay ARF on the Dunlap 

Invoices that Classic itself certified should be paid, Classic breached the 

agreement. Accordingly, we affirm the circuit court's finding that Classic is liable 

to ARF for the $202,390.92 owed on the unpaid invoices. See Miller Constr. Co., 

418 S.C. at 195, 791 S.E.2d at 326 (holding an appellate court will not disturb the 

trial court's findings unless there is no evidence to support those findings). 

II. Negligent Misrepresentation 

Next, Classic argues the circuit court erred in finding it liable to ARF under a 

common law theory of negligent misrepresentation. Classic contends the circuit 

agreements with SIMS, and SIMS assigned receivables from its Team Ace 

subcontract agreements to Commercial Capital in return for money advanced to 

SIMS pursuant to a factoring agreement. Id. Before Commercial Capital would 

advance funds to SIMS, Team Ace would approve the sub's request and "then 

execute the 'Invoice Acknowledgement Agreement' wherein Team Ace would 

acknowledge that the invoice presented would be paid and specifically waived any 

right of setoff, defense, counterclaim, or recoupments against SIMS in connection 

with that invoice." Id. Commercial Capital also required that SIMS sign the 

Invoice Acknowledgement Agreement and this process continued until SIMS 

breached its contract with Team Ace. Id. Team Ace then refused payment to 

Commercial Capital on forty-two invoices approved by Team Ace's project 

managers. Id. at *6. As Commercial Capital had advanced over a million dollars 

to SIMS based on representations made by Team Ace—and twenty-nine prior such 

invoices were submitted and approved by Team Ace project managers without 

question—the district court found Team Ace was "equitably estopped from 

avoiding the agreements it entered into with" Commercial Capital. Id. at *5. 
 

 

 

 

 

 

 

 

 

 

 

 

court misapplied the essential elements of this cause of action and failed to 

substantiate its determination of liability with evidentiary support. We disagree. 

In Quail Hill, LLC v. County of Richland, our supreme court explained that to 

prove a claim for the common law tort of negligent misrepresentation, a plaintiff is 

required to establish the following elements: 

(1) the defendant made a false representation to the plaintiff; (2) the 

defendant had a pecuniary interest in making the statement; (3) the 

defendant owed a duty of care to see that he communicated truthful 

information to the plaintiff; (4) the defendant breached that duty by 

failing to exercise due care; (5) the plaintiff justifiably relied on the 

representation; and (6) the plaintiff suffered a pecuniary loss as the 

proximate result of his reliance on the representation. 

387 S.C. 223, 240, 692 S.E.2d 499, 508 (2010) (quoting West v. Gladney, 341 S.C. 

127, 134, 533 S.E.2d 334, 337 (Ct. App. 2000)). 

"There is no liability for casual statements, representations as to matters of law, or 

matters which plaintiff could ascertain on his own in the exercise of due diligence." 

Id. (quoting AMA Mgt. Corp. v. Strasburger, 309 S.C. 213, 223, 420 S.E.2d 868, 

874 (Ct. App. 1992)). "[W]hile issues of reliance are ordinarily resolved by the 

finder of fact, 'there can be no reasonable reliance on a misstatement if the plaintiff 

knows the truth of the matter.'" Id. (quoting McLaughlin v. Williams, 379 S.C. 

451, 457–58, 665 S.E.2d 667, 671 (Ct. App. 2008)). "A determination of 

justifiable reliance involves the evaluation of the totality of the circumstances, 

which includes the positions and relations of the parties." Id. 

Here, Classic misrepresented to ARF on the work certification forms 

accompanying the fifteen unpaid Dunlap Invoices that "complete payment should 

be processed" despite learning as early as April 2016 that Dunlap had not paid its 

subcontractors or suppliers. Classic made these representations in the course of its 

business and had a pecuniary interest in making them. See, e.g., Winburn v. Ins. 

Co. of North America, 287 S.C. 435, 442, 339 S.E.2d 142, 146–47 (Ct. App. 1985) 

("The fact that the information is given in the course of the defendant's business, 

profession or employment is a sufficient indication that he has a pecuniary interest 

in it, even though he receives no consideration for it at the time." (quoting 

Restatement (Second) of Torts § 552, Cmt. d, at 129–30 (1977)). Hence, the 

circuit court properly found ARF satisfied the first two elements—"(1) the 

defendant made a false representation to the plaintiff [and] (2) the defendant had a 
 

 

 

 

 

 

 

 

 

 

 

pecuniary interest in making the statement"—of its negligent misrepresentation 

claim. Id. at 240, 692 S.E.2d at 508 (quoting West, 341 S.C. at 134, 533 S.E.2d at 

337). 

The duty of care necessary for a negligent misrepresentation claim does not require 

a defendant to take every possible care, but it is a duty to use the care necessary to 

communicate truthful information. Quail Hill, 387 S.C. at 240, 692 S.E.2d at 508. 

Classic had the specialized knowledge to determine any necessary offsets to the 

Dunlap Invoices as well as whether it would pay the Dunlap Invoices and 

underlying claims thereto. See AMA Mgmt., 309 S.C. at 223, 420 S.E.2d at 874 

("[I]f the defendant has a pecuniary interest in making the statement and he 

possesses expertise or special knowledge that would ordinarily make it reasonable 

for another to rely on his judgment or ability to make careful enquiry, the law 

places on him a duty of care with respect to representations made to plaintiff."). 

Even after learning Dunlap was not meeting its obligations, Classic represented to 

ARF on fifteen separate occasions that "complete payment should be processed." 

Classic's proper disclosure of Dunlap's breach would have enabled ARF to avoid 

the resulting foreseeable harm of advancing funds for invoices that went unpaid. 

As to the final elements of negligent misrepresentation—that "the plaintiff 

justifiably relied on the representation" and "the plaintiff suffered a pecuniary loss 

as the proximate result of his reliance on the representation"—there is evidence in 

the record that ARF justifiably relied on Classic's representations that the work had 

been completed and it should process payment just as it previously had on more 

than forty Dunlap Invoices certified by Classic. Quail Hill, 387 S.C. at 240, 692 

S.E.2d at 508. Evidence supports the finding that ARF suffered pecuniary loss as 

the proximate result of its reliance on Classic's representations. For these reasons, 

the circuit court properly awarded ARF damages for Classic's negligent 

misrepresentations. 

III. Promissory Estoppel 

Classic further contends the circuit court erred in finding for ARF on its 

promissory estoppel claim. Because we affirm the circuit court's findings as to 

ARF's breach of contract and negligent misrepresentation claims, and ARF may 

have only one damages recovery, we decline to further consider the promissory 

estoppel claim. See Futch v. McAllister Towing of Georgetown, Inc., 335 S.C. 598, 

613, 518 S.E.2d 591, 598 (1999) (noting a reviewing court need not address 

remaining issues when resolution of a prior issue is dispositive). 
 

 

 

 

 

 

 

 

 

 

IV. Damages 

Finally, Classic contends the circuit court erred in awarding damages by failing to 

consider that ARF's contract was with Dunlap and by disregarding the inequitable 

consequences resulting from an award of interest on the unpaid invoices from 

Classic to ARF. While we agree with the circuit court that ARF is entitled to some 

interest, we find problematic the circuit court's use of the 24.64% interest rate from 

the Factoring Agreement between ARF and Dunlap in calculating the interest due 

from Classic. 

Classic properly notes it was not a party to the Factoring Agreement or any other 

agreement to pay ARF at a specified interest rate. Because the record does not 

offer evidence to suggest that prior to this litigation Classic was aware of the 

interest terms in the Factoring Agreement, we vacate the interest award and 

remand for the circuit court to calculate the interest Classic owes on the 

$202,390.92 in unpaid invoices at the 8.75% statutory interest rate. See, e.g., 

Taylor, Cotton & Ridley, Inc. v. Okatie Hotel Grp., LLC, 372 S.C. 89, 99, 641 

S.E.2d 459, 464 (Ct. App. 2007) (remanding for determination of interest at 8.75% 

statutory rate where evidence in the record supported that general contractor and 

subcontractor contractually agreed to higher interest rate of 18% per annum but 

owner did not contract for the higher rate); S.C. Code Ann. § 34-31-20(A) (Supp. 

2023) (setting statutory interest rate of 8.75% in cases of accounts stated and 

monies due). 

Conclusion 

For the foregoing reasons, the circuit court's order is 

AFFIRMED IN PART, VACATED IN PART, AND REMANDED. 

THOMAS and HEWITT, JJ., concur.