LOCKEMY, J.
In this breach of contract action, Tucker Oil Company (Tucker Oil) argues the trial court erred in finding the existence
Tucker Oil owns several convenience stores and supplies gasoline to numerous gas stations throughout South Carolina. Consignment Sales owns several gas stations and also services gasoline supply contracts. Pursuant to a gasoline supply contract, a gas station operator agrees to purchase gasoline exclusively from a supplier at an agreed upon price for a fixed period of time. These contracts are also assignable from supplier to supplier.
By contract dated June 27, 2005, Consignment Sales assigned twelve gasoline supply contracts to Tucker Oil for $20,000 and 50% of the "net profits" generated by each contract. Net profits were to be calculated pursuant to a formula set forth in an exhibit to be attached to the contract. No exhibit was ever attached.
The contract also required Consignment Sales to market Tucker Oil's products and give Tucker Oil the right of first refusal to any new gasoline supply contracts procured by Consignment Sales. The contract included a termination clause that stated:
In March 2006, Tucker Oil informed Consignment Sales it intended to terminate the parties' agreement because it "decided this is not the type of business that [it] want[ed] to deal with." Tucker Oil informed Consignment Sales it would continue paying on the accounts sold by Consignment Sales "based on the terms of [the] agreement." However, in July, Tucker Oil informed Consignment Sales it would stop paying on the existing supply contracts in December. Subsequently,
After a bench trial, the trial court found a valid and enforceable contract existed between the parties, and Tucker Oil breached its obligation to continue paying Consignment Sales for the life of the supply contracts. The trial court ordered an accounting because Tucker Oil was in exclusive control of the "information necessary to determine the amounts due" Consignment Sales. The trial court also declared Tucker Oil was obligated to pay Consignment Sales 50% of the net profits on the supply contracts "previously assigned or procured" by Consignment Sales for the life of the contracts. This appeal followed.
1. Did the trial court err in finding a valid and enforceable contract existed without finding an agreed upon definition of net profits?
2. Did the trial court err in finding Consignment Sales sufficiently established damages to recover for breach of contract?
3. Did the trial court err in ordering Tucker Oil to render an equitable accounting to establish Consignment Sales' damages?
4. Did the trial court err in ordering a declaratory judgment where Consignment Sales failed to establish rights that could be declared going forward?
"When legal and equitable actions are maintained in one suit, each retains its own identity as legal or equitable for purposes of the applicable standard of review on appeal." Corley v. Ott, 326 S.C. 89, 92 n. 1, 485 S.E.2d 97, 99 n. 1 (1997).
"An action for breach of contract is an action at law." Electro Lab of Aiken, Inc. v. Sharp Constr. Co. of Sumter,
Tucker Oil argues the trial court erred in finding a valid and enforceable contract existed between the parties because there was no agreed upon definition of net profits. We disagree.
In general, a binding contract requires a manifestation of mutual assent to its terms. Edens v. Laurel Hill, Inc., 271 S.C. 360, 364, 247 S.E.2d 434, 436 (1978). Terms such as price, time, and place are indispensable to a binding contract and must be set out with reasonable certainty. Id. Where a contract fails to fix a price, there must be a definite method for ascertaining it. Id. Here, the parties agreed on a price term: $20,000 and 50% of the "net profits" generated by each supply contract. Although the exhibit outlining the formula used to calculate net profits was never attached to the contract, Tucker Oil calculated net profit and paid Consignment Sales for eighteen months without objection. In fact, even in terminating the contract, Tucker Oil never expressed any difficulty in determining net profits. Tucker Oil's assertion that its contract with Consignment Sales is invalid because it lacked an agreed upon price term is inconsistent with its actions. Accordingly, we find the parties set forth the price term with reasonable certainty, and the trial court properly determined the contract was valid and enforceable.
Tucker Oil argues the trial court erred in finding Consignment Sales sufficiently established damages for recovery under a breach of contract claim. We disagree.
In order to recover for breach of contract, a plaintiff must allege and prove (1) the existence of a contract, (2) breach of the contract, and (3) damages caused by the breach.
Tucker Oil maintains that because Consignment Sales sought a remedy for breach of contract, it was error for the trial court to order an equitable accounting. We disagree.
An action for an accounting is an action in equity. Historic Charleston Holdings, LLC v. Mallon, 381 S.C. 417, 427, 673 S.E.2d 448, 453 (2009). Accordingly, this court "may review the record and make findings in accordance with [our] own view of the preponderance of the evidence." Id.
We find Tucker Oil's argument that Consignment Sales' "sole remedy is at law under the alleged contract" because it relied upon the existence of a binding contract is without merit. An accounting implies the defendant is responsible to the plaintiff for money or property as the result of a contract or some other fiduciary relationship. 1A C.J.S. Accounting § 6 (2010). Additionally, Tucker Oil's reliance on Charleston County Sch. Dist. v. Laidlaw Transit, Inc., is misplaced. 348 S.C. 420, 559 S.E.2d 362 (Ct.App.2001). The issue in Laidlaw was whether Laidlaw could assert equitable counterclaims for
Furthermore, the trial court found Tucker Oil was in exclusive control of the information needed to determine the amount Consignment Sales is owed. Tucker Oil knows which of the supply contracts procured by Consignment Sales are still in existence. Tucker Oil knows the amount of gasoline it delivered pursuant to the contracts and gross proceeds of the contracts. Consignment Sales had no access to this information except through Tucker Oil and is reliant upon Tucker Oil to make the proper calculations and render payment. An accounting may be appropriate where, as here, there is a need for discovery. Rogers, 299 S.C. at 144, 382 S.E.2d at 917 ("Equitable jurisdiction for an accounting may also be invoked. . . when there is a need for discovery."). Thus, we find the trial court did not err in ordering an accounting.
Tucker Oil argues the trial court erred in ordering a declaratory judgment because Consignment Sales failed to establish rights that could be declared going forward. Specifically, Tucker Oil maintains Consignment Sales failed to establish a positive legal duty owed by Tucker Oil because it failed to prove a method of calculating net profits. The gravamen of Tucker Oil's argument is that Consignment Sales lacks standing to maintain a declaratory judgment action. We disagree.
In order to determine the appropriate standard of review to apply in an appeal from a declaratory judgment
To state a cause of action under South Carolina's Declaratory Judgment Act,
Here, Consignment Sales is an interested party under its contract with Tucker Oil, and thus, has standing to maintain a declaratory judgment action. The trial court declared Tucker Oil had an obligation to pay Consignment Sales a portion of the net profits generated by the supply contracts assigned and procured by Consignment Sales for the term of the contracts. Any uncertainty in the method of calculating net profits does not affect Tucker Oil's continuing obligation to make such payment. Accordingly, the trial court properly declared the parties' rights pursuant to their agreement.
For the foregoing reasons, we hold the trial court properly found (1) a valid and enforceable contract existed between the
SHORT and THOMAS, JJ., concur.