THE STATE OF SOUTH CAROLINA 

In The Supreme Court 

Stevens and Wilkinson of South Carolina, Inc., Gary 

Realty Company, Inc., Garfield Traub Development, 

LLC, and Turner Construction Company, Plaintiffs, 

Of Whom Stevens & Wilkinson of South Carolina, Inc., 

Gary Realty Company, Inc., and Garfield Traub 

Development, LLC, are Respondents, 

v. 

City of Columbia, Paul C. "Bo" Aughtry III, 

Windsor/Aughtry Co., Inc., Vista Hotel Partners, LLC, 

and Hilton Hotels Corporation, Defendants, 

Of Whom the City of Columbia, is Petitioner. 

Appellate Case No. 2012-208490 

ON WRIT OF CERTIORARI TO THE COURT OF APPEALS 

Appeal from Richland County 

The Honorable George C. James, Jr., Circuit Court Judge 

Opinion No. 27434 

Heard January 21, 2014 – Filed August 20, 2014 

REVERSED 

Michael W. Tighe, D. Reece Williams, III, Richard C. 
 

Detwiler, and Kathleen M. McDaniel, all of Callison 

Tighe & Robinson, LLC, of Columbia, for Petitioner. 

Richard A. Harpootlian and Graham L. Newman, both of 

Richard A. Harpootlian, PA, of Columbia; Kenneth M. 

Suggs and Francis M. Hinson, IV, both of Janet Jenner & 

Suggs, LLC, of Columbia, for Respondents. 

JUSTICE HEARN: The respondents, two developers and an architectural 

firm, entered into a Memorandum of Understanding (MOU) with the City of 

Columbia as part of a larger project team to develop a publicly-funded hotel for the 

Columbia Metropolitan Convention Center. The City eventually abandoned its 

plan under the MOU, and the respondents brought suit on several causes of action 

including breach of contract and equitable relief. The City moved for summary 

judgment arguing the MOU was not a contract and therefore the contract claims 

failed. The circuit court agreed and, rejecting the equitable claims as well, granted 

summary judgment in favor of the City. The respondents appealed and the court of 

appeals affirmed in part and reversed in part. Stevens & Wilkinson of South 

Carolina, Inc. v. City of Columbia, 396 S.C. 338, 721 S.E.2d 455 (Ct. App. 2011). 

We reverse. 

FACTUAL/PROCEDURAL BACKGROUND 

In January of 2001, the City, seeking a team to develop a publicly-funded, 

full-service hotel adjacent to the convention center, issued a request for 

qualifications. The City settled on a project team in December of 2002 that 

consisted of the architectural firm of Stevens & Wilkinson of South Carolina, Inc. 

(S&W); Turner Construction Company; Hilton Hotels Corporation; the 

underwriter Salomon Smith Barney, Inc.; and three developers—Edens & Avant 

Real Estate Services LLC; Garfield Traub Development, LLC; and Gary Realty 

Company Inc. 

In April of 2003, the City and the project team members entered into the 

MOU. The MOU documented "the understandings reached with respect to the 

financing, development and operation of the Hotel." It contemplated multiple 

future agreements to fully define the duties of the parties—the Development 

Management Agreement, the Design/Build Agreement, the Qualified Management 

Agreement, and the HQ Hotel Room Block Commitment, a joint use agreement for 

parking, and a bond financing agreement. At the outset, the MOU provided: 
 

 

This MOU reflects the intent to proceed in good faith to execute 

definitive written agreements with respect to the business terms and 

conditions herein contained. Notwithstanding anything herein to the 

contrary, if the City determines that is it not feasible to proceed with 

the Hotel project it shall have no liability under this MOU. 

Additionally, the MOU illustrated the roles of the signatories. The City was to 

acquire the land and prepare it for construction, establish a non-profit corporation 

to own the Hotel and issue bonds for financing, and "retain [Salomon] and legal 

counsel to structure and issue approximately $60 million in tax exempt hotel 

revenue bonds." Under the MOU, the "Developer"—Edens, Garfield, and Gary— 

"will coordinate design, development, construction and delivery of Hotel in 

accordance with the terms of the Development Management Agreement to be 

finalized between the City or [non-profit corporation]." S&W, the architect, "shall 

develop and implement a design review process." 

The MOU also addressed payment of the project team, stating: 

The Project Team will be responsible for the costs incurred prior to 

closing the financing. . . . If Hotel financing fails to close as a result 

of the City not meeting its obligations outlined in the Development 

Management Agreement, . . . the City will reimburse the Project Team 

for actual, documented costs incurred to that point up to an amount to 

be agreed upon. 

Additionally, the MOU clarified any payment to S&W, Turner, or Salomon was 

contingent upon Salomon successfully closing the bond financing. The MOU also 

stated: "All studies, tests, plans and the like prepared or obtained by the Project 

Team will be assigned to and become property of the City." 

The parties began negotiating the contracts required under the MOU during 

the course of the next year. S&W completed its initial design thereby allowing 

Turner to determine the guaranteed maximum price of the project as envisioned 

under the MOU, and that price was approved by the City in July 2003. S&W 

informed the City it would cease design work for the ninety days remaining until 

the bond financing closed unless the City agreed to compensate it for work 

performed in the interim. S&W submitted an estimate of $650,000 to continue 

working until the anticipated bond closing and $75,000 per week after that. On 

July 30, 2003, the city council voted to approve "$650,000 for interim architectural 

design." 
 

Over the course of the negotiations, the bond issuance required to fund the 

project rose from the $60 million estimated in the MOU to $71 million by 

February 2004. Nevertheless, the non-profit organization accepted the financing 

plan for the $71 million and set the bond closing date as April 1, 2004. However, 

by mid-March the estimate had climbed to above $72 million. A little over a week 

after receiving this most recent financial report, the City issued a new request for 

proposals to develop a privately-funded hotel for the convention center. 

Ultimately Windsor/Aughtry Co., Inc. was chosen as the developer and it 

successfully constructed the Hilton. 

S&W sued the City for breach of contract based on the MOU and the July 30 

agreement, and on the equitable grounds of quantum meruit and estoppel.1

 Gary 

and Garfield also sued the City for quantum meruit and breach of the duty of good 

faith, later adding a breach of contract claim. The City moved for summary 

judgment arguing the MOU was not a contract, it retained no benefit from the work 

of the project team, and the MOU contained no promise to pay S&W. 

In a consolidated order, the circuit court granted summary judgment in favor 

of the City on all claims.2

 Specifically, the court found the MOU was not a 

binding contract, and instead was a nonbinding agreement to agree in the future. It 

further held that the respondents failed to present any evidence they had conferred 

a benefit on the City, and that S&W failed to prove a promise to pay existed within 

the MOU or that reliance on the MOU for payment was reasonable. 

S&W appealed the issue of whether the MOU was a contract and the issue 

of promissory estoppel. Gary and Garfield appealed the issue of whether the MOU 

was a contract and their claim for quantum meruit. The court of appeals affirmed 

in part and reversed in part. Stevens, 396 S.C. at 340, 338 S.E.2d at 456. The 

court affirmed the grant of summary judgment on S&W's claim for promissory 

1

 S&W moved for partial summary judgment arguing the July 30 agreement 

created a contract between it and the City. That case is the subject of our opinion 

in Stevens & Wilkinson of South Carolina, Inc. v. City of Columbia, Op. No. 27433 

(S.C. Sup. Ct. filed August 20, 2014).

2

 Turner Construction also filed suit against the City for breach of contract, 

quantum meruit, contract implied by law, and breach of the duty of good faith and 

fair dealing. Turner's case was consolidated with the respondents' cases and it 

simply joined the arguments of the respondents at the hearing. It did not file an 

appeal. 
 

 

 

 

estoppel. Id. It held the circuit court erred in granting summary judgment on the 

grounds the MOU is not a contract, finding there was conflicting evidence as to 

whether the parties intended to create a binding contract, and therefore reversed 

and remanded on that issue. Id. at 344, 721 S.E.2d at 458. The court of appeals 

also reversed the grant of summary judgment on Gary and Garfield's quantum 

meruit claims, stating it could not rule as a matter of law the City retained no 

benefit. Id. at 347, 721 S.E.2d at 460. The Court granted certiorari to review the 

court of appeals' opinion. 

ISSUES PRESENTED 

I.	 Did the court of appeals err in finding a genuine issue of material fact 

existed as to whether the MOU is a binding contract? 

II.	 Did the court of appeals err in reversing the circuit court's grant of 

summary judgment in favor of the City on Gary and Garfield's claim for 

quantum meruit? 

STANDARD OF REVIEW 

"The purpose of summary judgment is to expedite disposition of cases which 

do not require the services of a fact finder." Dawkins v. Fields, 354 S.C. 58, 69, 

580 S.E.2d 433, 438 (2003). On review from a grant of summary judgment, the 

Court applies the same standard applied by the circuit court pursuant to Rule 56(c), 

SCRCP. Knight v. Austin, 396 S.C. 518, 521–22, 722 S.E.2d 802, 804 (2012). 

Accordingly, summary judgment is appropriate when the pleadings, depositions, 

affidavits, and discovery prove there is no genuine issue of material fact and the 

movant must prevail as a matter of law. Id. In reviewing the evidence, all 

inferences must be viewed in the light most favorable to the non-moving party. Id. 

LAW/ANALYSIS 

I.	 MEMORANDUM OF UNDERSTANDING 

A. Extrinsic Evidence 

Initially, the City argues the court of appeals erred in looking outside the 

four corners of the MOU to determine whether it constituted a binding contract. 

Because we find the MOU is unambiguously not an enforceable contract, we 

agree. 
 

 

"Where an agreement is clear on its face and unambiguous, the court's only 

function is to interpret its lawful meaning and the intent of the parties as found 

within the agreement." Miles v. Miles, 393 S.C. 111, 117, 711 S.E.2d 880, 883 

(2011) (quotation omitted). Where the contract language is plain and capable of 

legal construction, that language alone determines the instrument's force and effect. 

Jordan v. Sec. Grp., Inc., 311 S.C. 227, 230, 428 S.E.2d 705, 707 (1993). 

The respondents argue the MOU is a complete contract, lacking no material 

terms and the MOU itself claims it fully "identifies the understandings of the 

parties." Although the majority of case law addressing extrinsic evidence pertains 

to contract construction and not the existence of a contract, the inquiry in both 

instances involves giving force and effect to the intent of the parties, and we 

discern no reason for different rules of analysis.3 As this Court has stated: 

When a writing, upon its face, imports to be a complete 

expression of the whole agreement, and contains thereon all that is 

necessary to constitute a contract, it is presumed that the parties have 

3

 The respondents rely heavily on Conner v. City of Forest Acres, 363 S.C. 460, 

611 S.E.2d 905 (2005), for the proposition that "when the existence of a contract is 

disputed or its terms are ambiguous, evidence that a party complied with the terms 

of the alleged contract or acted in conformity therewith is relevant and admissible 

on the issues of the contract's existence, the meaning of its terms, and whether the 

contract was breached." Id. at 473, 611 S.E.2d at 912. The facts of Conner are 

inapposite. Conner was a so-called "employee handbook claim" which dealt with 

the termination of an employee and posed the question of whether evidence of the 

employer's grievance procedures was admissible in determining whether the 

employee handbook provisions constituted contractual terms. Id. at 473, 611 

S.E.2d at 912. The employee contended the handbook modified the terms of her 

existing at-will employment contract, and therefore the Court held evidence that 

the employer followed the procedures within the handbook was probative of the 

intent to treat the handbook as contractual. Id. at 473, 611 S.E.2d at 911. 

Therefore, Conner addressed contract modification, not whether a single document 

constituted a contract. 
 

introduced into it every material item and term, and parol evidence is 

not admissible to add another term to the agreement, although the 

writing contains nothing on the particular item to which the parol 

evidence is directed. 

Gladden v. Keistler, 141 S.C. 524, 542, 140 S.E. 161, 167 (1927). We accordingly 

hold that where the language of a purported contract clearly expresses the intent to 

be non-binding, the analysis is limited to the four corners of the document.4 

B. Existence of Enforceable Contract 

The City also argues the court of appeals erred in holding a genuine issue of 

material fact exists as to whether the MOU is a contract. We agree. 

Although the existence of a contract is ordinarily a question of fact for the 

jury, where the undisputed facts do not establish a contract, the question becomes 

one of law. Capital City Garage & Tire Co. v. Elec. Storage Battery Co., 113 S.C. 

352, 362, 101 S.E. 838, 841 (1920). A valid and enforceable contract requires a 

meeting of the minds between the parties with regard to all essential and material 

terms of the agreement. Patricia Grand Hotel, LLC v. MacGuire Enters, 372 S.C. 

634, 638, 643 S.E.2d 692, 694 (Ct. App. 2007). Thus, for a contract to be binding, 

material terms cannot be left for future agreement. Aperm of S.C. v. Roof, 290 S.C. 

442, 447, 351 S.E.2d 171, 173 (Ct. App. 1986). "In a contract for services two 

essential terms are the scope of the work to be performed and the amount of 

compensation." W.E. Gilbert & Assocs. v. S.C. Nat. Bank, 285 S.C. 421, 423, 330 

S.E.2d 307, 309 (Ct. App. 1985). 

In reversing the circuit court, the court of appeals focused on the intent of 

the parties, noting that there were mutual promises within the MOU and some 

boilerplate contractual language that at least create a genuine issue of material fact 

as to whether the parties intended the MOU to be a contract. However, regardless 

4

 The dissent contends our holding in some way does violence to the parol 

evidence rule as well as the statute of frauds. We disagree. Of course the parol 

evidence rule involves actual contracts, not purported ones such as the written 

agreement here. We make only the unremarkable assertion that where a written 

document, by its own terms, unambiguously indicates it is meant to be nonbinding, we will not allow the introduction of extrinsic evidence in an attempt to 

contradict that clear expression. 
 

 

of intent, an agreement which leaves open material terms is unenforceable. Aperm, 

290 S.C. at 447, 351 S.E.2d at 173; 1 Corbin on Contracts § 2.8 (Rev. ed. 1993) 

("Even if an intention to be bound is manifested by both parties, too much 

indefiniteness may invalidate the agreement, because of the difficulty of 

administering the agreement."); 1 Corbin on Contracts § 4.1 ("A court cannot 

enforce a contract unless it can determine what it is. It is not enough that the 

parties think that they have made a contract. They must have expressed their 

intentions in a manner that is capable of being understood."). 

Examining the plain language of the document, we find there was no 

meeting of the minds as to all material terms and the MOU is therefore 

unenforceable. It is only an agreement to agree in the future outlining the 

framework under which the parties would proceed to negotiate the development of 

the hotel. By its own terms, it "reflects the intent to proceed in good faith to 

execute definitive written agreements with respect to the business terms and 

conditions herein contained." (emphasis added). The MOU expressly states the 

intention to enter into future "definitive" agreements, such as the Development 

Management Agreement, the Design/Build Agreement, the Qualified Management 

Agreement, and the HQ Hotel Room Block Commitment. Thus, the clear language 

of the MOU indicates the parties consciously agreed to finalize binding agreements 

at some point in the future. 

The respondents counter that the MOU provides clear guidelines for the 

subsequent agreement and therefore the MOU is enforceable under Aperm. In that 

case, Aperm of South Carolina, the owner of a roof coating composition and 

application method entered into an option agreement with Roof and granted him 

exclusive license to research, develop, manufacture and sell its invention. Aperm, 

290 S.C. at 444, 351 S.E.2d at 172. The agreement allowed Roof to terminate the 

contract upon written notice by August 1, otherwise the agreement would become 

fixed. Id. Under the agreement, Roof was also required to present Aperm with a 

comprehensive manufacturing and marketing program which conformed to the 

agreement's guidelines. Id. 

The program was required to include minimum royalty payments of 

$4,800.00 per month during the period August 1, 1981 to July 31, 

1982, and increased monthly royalty payments thereafter. The 

marketing and manufacturing program was subject to Aperm's 

approval, but disapproval had to be reasonably related to the 

guidelines set out. The contract stated specifically that if the program 

provided for the minimum royalties, then objections to the program by 
 

 

Aperm would be subject to arbitration, but if the program failed to 

provide for minimum royalties, Aperm could cancel the contract. 

Id. at 444–45, 351 S.E.2d at 172. Roof exercised his rights under the agreement to 

proceed therewith, but almost immediately defaulted for failing to pay the required 

royalties to Aperm. Id. at 445, 351 S.E.2d at 172. Aperm sued Roof for breach of 

contract and the trial court awarded damages pursuant to the licensing agreement. 

Id. at 446, 351 S.E.2d at 173. Roof appealed, arguing the licensing agreement was 

merely an agreement to enter into a contract after August 1 and was therefore 

unenforceable. Id. at 446–47, 352 S.E.2d at 173. The court of appeals disagreed, 

finding sufficient guidelines for drafting a subsequent manufacture and marketing 

agreement within the licensing agreement to enforce it. Id. at 447, 352 S.E.2d at 

174. The court stated that the sine qua non of the manufacture and marketing 

program was the payment of minimum royalties, noting Aperm agreed to arbitrate 

the other terms. Id. 

We find this case distinguishable from Aperm. In Aperm, the licensing 

agreement clearly set out the specific sum of minimum royalties and clarified that 

this payment was the salient factor for the program. Additionally, the Aperm 

agreement only contemplated one future document. Here, the MOU envisions the 

parties entering into multiple agreements and describes the intended agreements 

with a fluidity that renders it impossible for a court to anticipate the terms. For 

example, pursuant to the MOU, "The Developer will coordinate design, 

development, construction and delivery of the Hotel in accordance with the terms 

of the Development Management Agreement to be finalized between the City or 

[non-profit corporation] and the Developer." This leaves the scope of work to be 

performed by the Developer still undefined as it is as yet unclear how it will 

design, develop, and construct the hotel. We cannot see how merely stating a 

forthcoming document will dictate the terms of the "design, development, 

construction and delivery" does not plainly leave material terms undecided. The 

whole project is the design, development, construction, and delivery of the hotel.5 

5

 The respondents claim the Preliminary Development Management Scope of 

Services which was an attachment to the MOU, could have been the final 

Development Management Agreement. We disagree. That document also lacks 

significant material terms, including any duties of the City and caps on financial 

liability as contemplated in the MOU. 
 

Nor is the scope of S&W's duties clearly defined. The only description of 

the work S&W was to perform under the MOU is to "develop and implement a 

design review process" and contains no specific reference to an actual design. 

There are no guidelines as to what this process should look like, only that it should 

"provide the City, neighborhood and professional staff input into the design of the 

hotel." The MOU lacks any provisions on actual design duties of S&W and 

instead plainly envisions a subsequent contract between S&W and Turner. It is 

pursuant to this contract with Turner that S&W would be paid. 

Furthermore, although initially the parties' compensation appears 

ascertainable with some certainty, calculating the amounts requires unknown 

numbers. For example, the Developer "is to be paid a development fee of 4.75% 

of the project budget," which was undetermined. S&W was to be paid by Turner 

"a fee of 7.25% . . . based on hard construction costs together with [Turner's] 

general expenses and fees." Aside from the fact Turner, and not the City, was to 

pay S&W, that amount was based on a sum—costs and fees determined by 

Turner—that was yet to be determined. Additionally, the MOU specifically states 

in reference to Turner and S&W that "[i]f the Underwriter does not close the 

financing, the City will not be responsible for reimbursing any costs incurred 

[unless the City breached its duties in the Development Agreement]." The MOU 

further clarifies that "[t]he Project Team will be responsible for the costs incurred 

prior to closing the financing. . . . If the Hotel financing fails to close as a result of 

the City not meeting its obligations outlined in the Development Agreement, . . . 

the City will reimburse the Project Team for actual, documented costs incurred to 

that point in time up to an amount to be agreed upon." Thus, any possible liability 

of the City for costs incurred prior to closing the financing was to be agreed upon 

in a future agreement—the Development Agreement. This document would 

illustrate the obligations of the City and create liability for any breach. 

Furthermore, the document would contain an agreed upon limitation on liability. It 

appears the parties all acknowledged the City's liability would be predicated on the 

Development Agreement, a forthcoming contract that was never executed. 

Nevertheless, the respondents argue that focusing on the unfilled gaps of the 

agreement, such as the bond financing, ignores the fact that one of the duties under 

the MOU was to obtain the bond financing. Essentially, they argue the MOU is 

comprised of interdependent parts that are all promises to perform certain specified 

duties to develop a plan for a feasible, publicly-funded hotel. While we agree that 

the determination of many of the terms within the MOU necessarily depend on the 
 

execution of other portions of the MOU, we fail to see how that changes the 

analysis. 

Frequently, agreements are arrived at piecemeal with different terms 

and items being discussed and agreed upon separately. However, as 

long as the parties know there is an essential term not yet agreed on, 

there is no contract. The preliminary agreements on specific items are 

mere preliminary negotiation building up the terms of the final offer 

that may or may not be made. 

1 Corbin on Contracts § 2.8. From the plain language of the MOU, it is clear the 

parties knew material terms still remained to be agreed upon. They were also 

undoubtedly aware that payment and reimbursement was contingent upon 

obtaining bond financing, which never took place. The parties were in the process 

of negotiating a plan to develop the hotel and the MOU simply memorialized how 

the parties planned to proceed in those negotiations toward the execution of 

binding contracts. 

Because the MOU is simply comprised of agreements to execute further 

agreements, there was no meeting of the minds on numerous material terms which 

had not yet been defined. Accordingly, we reverse the court of appeals and hold 

the MOU is unenforceable as a matter of law. 

II. QUANTUM MERUIT 

The City also argues the court of appeals erred in reversing the circuit court's 

grant of summary judgment finding no evidence of a benefit conferred on the City 

to maintain Gary and Garfield's quantum meruit claim. We agree. 

Quantum meruit is an equitable doctrine which allows recovery for unjust 

enrichment under a quasi-contract theory. Columbia Wholesale Co. v. Scudder 

May N.V., 312 S.C. 259, 261, 440 S.E.2d 129, 130 (1994). "The elements of a 

quantum meruit claim are: (1) a benefit conferred upon the defendant by the 

plaintiff; (2) realization of that benefit by the defendant; and (3) retention by the 

defendant of the benefit under conditions that make it unjust for him to retain it 

without paying its value." Earthscapes Unlimited, Inc. v. Ulbrich, 390 S.C. 609, 

616–17, 703 S.E.2d 221, 225 (2010). 

Gary and Garfield point to plans and drawings prepared by the project team, 

as well as their expertise, to argue the City retained a benefit from their services. 

At oral argument, they focused on the site location and orientation of the hotel that 
 

was eventually used. Additionally, they highlight the deposition of the City's Rule 

30(b)(6) representative, the assistant city manager, who admitted the City gave a 

rendering of the original project team's proposed hotel to Windsor/Aughtry. It is 

unclear what Windsor/Aughtry then did with the rendering, but the City manager 

noted the rendering "looks much like the building, the hotel that we presently 

have." Additionally, Raymond Garfield, the founding member of Garfield Traub, 

stated in his deposition that Gary and Garfield's work "gave [the City] the ability to 

distinguish the different financing types, different hotel types" and the City was 

"educated significantly by [Gary and Garfield and their] team in all respects." 

The circuit court found this was insufficient to create a genuine issue of 

material fact, noting it was not enough to say the constructed building "looks like" 

the previous rendering, with no further detail as to specific "striking similarities." 

Furthermore, there was no evidence Windsor/Aughtry did anything with the plans 

or how that directly benefitted the City. The court also rejected the argument that 

the City benefitted from the project team's expertise, stating any benefit as to how 

these deals should be structured was conferred upon the other project members, not 

the City. However, the court of appeals reversed stating, "We do not believe it is 

possible to rule as a matter of law that the alleged benefit to the City had no value. 

Therefore, we reverse the circuit court's decision to grant summary judgment on 

this element of the quantum meruit claim." Stevens, 396 S.C. at 347, 721 S.E.2d at 

460. 

We agree with the circuit court's finding there was no genuine issue of 

material fact as to whether the City retained a benefit. An anecdotal visual 

comparison alleging the building Windsor/Aughtry constructed looks similar to the 

schematics for Gary and Garfield's proposed hotel and a vague assertion that Gary 

and Garfield imparted some knowledge to the City does not suffice to withstand 

the mere scintilla standard. There is no other evidence offered that 

Windsor/Aughtry used the plans in any way or, even if it did, how that benefitted 

the City. Likewise, we are unpersuaded that the City retained a benefit by learning 

from Gary and Garfield's expertise. To some extent any dealing with other 

professionals is educational, and this is certainly true in the context of business 

negotiations. We again, however, fail to find any intrinsic value to the City. 

Moreover, even if we were to find the City received some benefit, we find 

no evidence any enrichment was unjust. There is no evidence Gary and Garfield 
 

had any reason to expect the City would otherwise compensate them for any work 

they performed in the event the project was not completed. As the MOU makes 

plain, the parties were aware they were proceeding at risk until the bond financing 

closed. 

CONCLUSION 

Accordingly, we reverse the opinion of the court of appeals and reinstate 

summary judgment in favor of the City on the contract claims and on Gary and 

Garfield's quantum meruit claim. 

TOAL, C.J., BEATTY and KITTREDGE, JJ., concur. PLEICONES, J., 

dissenting in a separate opinion. 
 

JUSTICE PLEICONES: I respectfully dissent and would affirm the decision of 

the Court of Appeals as I agree that the circuit court erred in granting the City 

summary judgment on S&W's contract claim and on Gary and Garfield's quantum 

meruit claim. As explained below, I strongly disagree with that portion of the 

majority's opinion that would extend the applicability and scope of the parol 

evidence rule. 

The parol evidence rule is a substantive rule of law that prohibits the introduction 

of evidence to contradict, add to, alter, explain, or vary the terms of an 

unambiguous valid written contract. E.g. Garnett v. WRP Enterps., Inc, 380 S.C. 

206, 669 S.E.2d 591 (2008). The scope of this rule is limited to evidence of 

understandings and negotiations that preceded the making of the complete written 

agreement, not post-formation conduct or agreements. 6 Peter Linzer, Corbin on 

Contracts § 25.2 (Joseph M. Perillo ed. 2010). 

The majority would now expand the reach of the parol evidence rule in two ways. 

As explained above, the predicate for the application of the parol evidence rule is a 

valid and complete written contract: the majority now proposes to apply the rule to 

an incomplete writing. The majority would also expand the scope of the rule and 

hold not only that it bars pre-writing understandings of the parties, but all extrinsic 

evidence, whether ante- or post-writing. Explaining the effect of this newly 

expanded rule, the majority holds that when a writing "unambiguously fails to 

create an enforceable agreement," the determination whether that document is a 

valid contract is to be made by looking only within the four corners of the 

[unambiguously unenforceable] document. In other words, if parties place some 

part of their contract in writing, but that writing is insufficient to stand alone as a 

contract, then as a matter of law the parties have no contract. 

This new rule unintentionally affects the statute of frauds,6

 since, for example, no 

longer could evidence of part performance satisfy the statute where the written 

memoranda did not. E.g. Mims v. Chandler, 21 S.C. 480(1884) (written receipt 

insufficient to satisfy statute but part performance allowed court to order specific 

performance). Moreover this new rule fundamentally alters the law of contracts in 

this State. See e.g. Gladden v. Keistler, 141 S.C. 524, 140 S.E. 161 (1927) (while 

holding a receipt was a contract, opinion acknowledges parol evidence rule does 

not apply to incomplete written agreements). Further, the majority purports to 

6

 S.C. Code Ann. § 32-3-10 (2007). See also Corbin, supra at pp. 20-22, "The 

Statute of Frauds Compared with the Parol Evidence Rule." 
distinguish Conner v. City of Forest Acres, 363 S.C. 460, 611 S.E.2d 905 (2005), 

which reiterates and applies the here-to-fore well settled rule that evidence of 

conduct is admissible to decide an issue of contract formation. In the majority's 

view, Conner asked whether an employee handbook altered the employee's "at-will 

employment contract." As I understand Conner, there was no pre-handbook "atwill employment contract." Instead, the employee's at-will status resulted from 

South Carolina's continued recognition of the doctrine of at-will employment, that 

is, "employment at-will is presumed absent the creation of a specific contract of 

employment." E.g., Barron v. Labor Finders of S.C., 393 S.C. 609, 614, 713 

S.E.2d 634, 636 (2011). In my opinion, the majority errs when it holds that 

evidence found outside the four corners of an incomplete writing is no longer 

admissible to prove the existence of a contract. 

 I respectfully dissent and would affirm the decision of the Court of Appeals.