THOMAS, J.
National Credit Systems, Inc. (NCS) appeals the dismissal of its counterclaim for civil conspiracy. NCS argues the circuit court erred in (1) finding it failed to state a claim upon which relief could be granted and (2) failing to provide an opportunity to amend its pleading. We reverse.
On May 8, 2007, Benedict College entered into an Amended and Restated Mortgage and Security Agreement (the Security Agreement) with its lenders in exchange for a loan of $8.4 million. Among other restrictions, the Security Agreement required the College to obtain the written approval of its bond insurer, Radian Asset Assurance, before selling its portfolio of certain student loans.
In 2008, the College filed an action against NCS for breach of contract, fraud, fraud in the inducement, and unjust enrichment. Following procedural matters and the addition of other parties, NCS counterclaimed against the College for breach of contract and civil conspiracy.
NCS's breach of contract claim asserted the College breached the Collection Agreement by failing to provide the number of accounts agreed to under its provisions, settling or deferring certain accounts directly with debtors, and failing to remit money due to NCS as a result of its collection efforts. The contract claim further alleged NCS had suffered actual and consequential damages "[a]s a direct and proximate result of these breaches of the Collection Agreement."
NCS also counter- and cross-claimed for civil conspiracy against Williams, Ford and the College. The civil conspiracy claim alleged the following
Williams and the College filed a motion to dismiss NCS's civil conspiracy cause of action under Rule 12(b)(6), SCRCP, arguing NCS failed to adequately plead two of the three elements of civil conspiracy: intent to harm and special damages. After arguments, the circuit court granted the motion. The court found NCS failed to allege Williams and Ford intended to harm NCS. It also found NCS failed to assert any special damages, specifically reasoning "costs and attorney's fees are not special damages" and the damages NCS sought to recover for civil conspiracy were the same damages it claimed for breach of contract. This appeal followed.
1. Did the circuit court err in finding NCS failed to state a claim for civil conspiracy?
2. Did the circuit court err in failing to provide NCS an opportunity to amend its pleadings?
Under Rule 12(b)(6), SCRCP, a defendant may move for the dismissal of a complaint on the basis that the plaintiff "fail[ed] to state facts sufficient to constitute a cause of action." In evaluating a motion to dismiss pursuant to this rule, the circuit court must view the facts alleged in the complaint and any reasonable inferences to be drawn therefrom in the light most favorable to the plaintiff. Gentry v. Yonce, 337 S.C. 1, 5, 522 S.E.2d 137, 139 (1999). If those facts and inferences would entitle the plaintiff to relief on any theory, then a dismissal for failure to state a claim is improper. Hackworth v. Greywood at Hammett, LLC, 385 S.C. 110, 115, 682 S.E.2d 871, 874 (Ct.App.2009). On appeal, the appellate court applies the same standard of review as the circuit court. Doe v. Marion, 373 S.C. 390, 395, 645 S.E.2d 245, 247 (2007). A complaint should not be dismissed merely because doubt exists that the plaintiff will ultimately prevail. Id. at 395, 645 S.E.2d at 248.
NCS argues the circuit court erred in dismissing its civil conspiracy claim. Specifically, NCS asserts the circuit court erred in finding NCS failed to (1) allege Williams and Ford intended to harm NCS and (2) raise sufficient claims for special damages. We agree.
"The tort of civil conspiracy has three elements: (1) a combination of two or more persons, (2) for the purpose of injuring the plaintiff, and (3) causing plaintiff special damage." Hackworth, 385 S.C. at 115, 682 S.E.2d at 874 (citing Vaught v. Waites, 300 S.C. 201, 208, 387 S.E.2d 91, 95 (Ct.App.1989)).
On appeal, NCS contends the circuit court erred in finding no allegation of intent to harm NCS because the complaint asserts Williams and Ford conspired to alter the terms of the Agreement and purport to bind NCS to those terms. We agree.
In a civil conspiracy claim, injury to the plaintiff need not be the only purpose behind the tortfeasor's conduct; many conspiracies will be at least partly motivated by the tortfeasor's desire to protect or benefit the tortfeasor's own lot. To be actionable, therefore, a conspiracy's "primary purpose or object" must be "to injure the plaintiff." Lee v. Chesterfield Gen. Hosp., Inc., 289 S.C. 6, 13, 344 S.E.2d 379, 383 (Ct.App. 1986); see also Pye v. Estate of Fox, 369 S.C. 555, 567, 633 S.E.2d 505, 511 (2006).
Viewed in the light most favorable to NCS, the allegations can reasonably be interpreted to mean Williams and Ford signed the Addendum with the primary purpose to eventually induce NCS to follow the Addendum's guaranteed refund provision without realizing the Addendum was unenforceable. Although it is clear that Williams and Ford may have signed the Addendum at least partly to protect the College from a claim by Radian, the specific intent alleged by NCS's pleading
NCS contends the circuit court also erred in dismissing its claim for failure to allege special damages. We agree.
NCS argues the circuit court erred in finding the costs and attorney's fees sought under the civil conspiracy claim were not special damages. NCS contends these items did not overlap with the damages sought under its breach of contract claim against the College and are otherwise special damages. We agree.
Unlike other torts, an action for civil conspiracy requires the tortious conduct in question to cause the plaintiff special damage. Hackworth, 385 S.C. at 115, 682 S.E.2d at 874. While general damages "are the immediate, direct, and proximate result of the" tortfeasor's conduct, special damages "are the natural, but not the necessary or usual, consequence of the" tortfeasor's conduct. Id. at 116-17, 682 S.E.2d at 875. Moreover, dismissal of a claim for civil conspiracy is appropriate when "a plaintiff merely repeats the damages from another claim instead of specifically listing special damages as part of their civil conspiracy claim." Id. at 117, 682 S.E.2d at 875.
Here, the damages NCS sought under the civil conspiracy claim did not overlap with the damages sought under its breach of contract claim against the College. Under its civil conspiracy claim, NCS sought to recover "the costs and attorney's fees associated with the defense of [the College]'s allegations." In its breach of contract claim, NCS sought consequential damages that were "a direct and proximate result of th[e College's] breaches of the Collection Agreement." The contract claim further enumerated the College's breaches of the Collection Agreement, and the breaches did not relate to Williams and Ford's conspiracy. Thus, while the contract
Moreover, the costs and attorney's fees incurred by NCS in defending the College's claims for payment pursuant to the Addendum's guaranteed refund provision were not the immediate, direct result of Williams and Ford's alleged intent that NCS abide by the Addendum without realizing it was unenforceable. A lawsuit brought by the College against NCS to obtain payment of the Addendum's guaranteed refund would have been foreseeable if NCS determined it was not bound by the Addendum. Yet under the pleadings, the College would know through Williams that the Addendum was unenforceable because Williams knew Ford lacked authority to sign it. See Sheek v. Lee, 289 S.C. 327, 328, 345 S.E.2d 496, 497 (1986) ("General damages are those which must necessarily result from the wrongful act upon which liability is based.... `Damages for losses that are the natural and proximate, but not the necessary, result of the'" tort are special damages (quoting Hobbs v. Carolina Coca-Cola Bottling Co., 194 S.C. 543, 549, 10 S.E.2d 25, 28 (1940)); Hackworth, 385 S.C. at 115-17, 682 S.E.2d at 874-75 (providing that special damages "are the natural, but not the necessary or usual, consequence of the defendant's conduct" (citing Loeb v. Mann, 39 S.C. 465, 469, 18 S.E. 1, 2 (1893)). Thus, the conspiracy would not have necessarily or usually resulted in the College's lawsuit, and the costs and fees sought by NCS would be special damages caused by Williams and Ford's combination.
As an additional sustaining ground, the College contends the circuit court's dismissal of NCS's civil conspiracy claim should be affirmed because the claim failed to allege special damages in accordance with Rule 9(g), SCRCP. We disagree.
NCS has alleged special damages with sufficient specificity to satisfy our rules of civil procedure. NCS's pleading asserts the College "initiated this lawsuit seeking payment of a guaranteed amount pursuant to the terms of the purported Addendum to the Collection Agreement." The civil conspiracy claim then explicitly incorporates that assertion
The College argues our decision in AJG Holdings LLC v. Dunn is controlling. We disagree.
In AJG Holdings, the circuit court granted summary judgment against the appellants' civil conspiracy claim. 392 S.C. at 168, 708 S.E.2d at 223. In the opinion, we explained the appeal's procedural posture in the following manner:
Id. We subsequently affirmed the circuit court "[b]ecause the Dunns failed to plead a sufficient claim for special damages unique to the civil conspiracy claim." Id. We explained that the damages actually pled in the Dunns' civil conspiracy claim could not constitute special damages because appellants conceded they were no different than the damages sought in another of their claims. Id. We declined to address the Dunns' argument that the circuit court erred in finding their allegations of costs and attorney's fees were insufficiently specific under Rule 9(g) because the Dunns raised an argument on appeal that was different from the argument presented below. Id.
AJG does not control this case. Unlike in AJG, NCS actually alleged costs and attorney's fees as special damages, and those damages did not overlap with NCS's breach of contract damages. Moreover, while this court in AJG refused to address whether the costs and fees alleged as special damages in that case were sufficiently specific to satisfy Rule 9(g), we hold the allegations of special damages in this case do satisfy the rule.
Because we find the circuit court erred in dismissing NCS's civil conspiracy claim, we need not reach this issue. See Futch v. McAllister Towing of Georgetown, Inc., 335 S.C. 598, 613, 518 S.E.2d 591, 598 (1999) (ruling an appellate court need not review remaining issues when its determination of a prior issue is dispositive of the appeal).
We find the circuit court erred in dismissing NCS's civil conspiracy claim, and as a result, we reverse the dismissal.
WILLIAMS, J., and CURETON, A.J., concur.