Thomerson v. DeVito

THE STATE OF SOUTH CAROLINA
In The Supreme Court

Johnny Thomerson, Plaintiff,

v.

Richard DeVito and Samuel Mullinax, both individually
and as Liquidating Shareholder Trustees of Lenco
Marine, Defendants.

Appellate Case No. 2019-000552

CERTIFIED QUESTION

ON CERTIFICATION FROM THE UNITED STATES
DISTRICT COURT FOR THE DISTRICT OF SOUTH CAROLINA
Richard M. Gergel, United States District Judge

Opinion No. 27972
Heard September 26, 2019 – Filed May 27, 2020

CERTIFIED QUESTION ANSWERED

Dan M. David, of Charleston, and O. Grady Query, of
Query Sautter & Associates, LLC, of Charleston, for
Plaintiff.

Mark W. McKnight, of Charleston, and W. Scott Turnbull,
of Crary Buchanan, PA, of Stuart, Florida, pro hac vice,
for Defendants.
 CHIEF JUSTICE BEATTY: The Court accepted the following question
certified to it by the United States District Court for the District of South Carolina:

Does the three-year statute of limitations of S.C. Code
Ann. § 15-3-530 apply to claims for promissory estoppel?

We take this opportunity to clarify state law in this regard and hold the statute
of limitations does not apply to promissory estoppel claims.

I. FACTS
Plaintiff alleges Defendants, the former owners of Lenco Marine (a
manufacturer of boat products), failed to give him a three-percent ownership interest
in Lenco that was promised to him as part of his compensation package. Plaintiff
was hired by Lenco no later than May 2007. Defendant Samuel Mullinax was the
CEO of Lenco and Defendant Richard DeVito was its president. Lenco was sold in
December 2016 to Power Products, LLC.

In his complaint, Plaintiff asserted claims against Defendants for (1) breach
of contract and the covenant of good faith and fair dealing, (2) promissory estoppel,
(3) quantum meruit and unjust enrichment, (4) negligent misrepresentation,
(5) constructive fraud, and (6) amounts due under the South Carolina Payment of
Wages Act. Defendants moved for summary judgment, arguing the claims were
time-barred.

Plaintiff testified that, during negotiations regarding his compensation with
Defendant DeVito prior to his start at Lenco, they discussed the fact that he and
another employee wanted to have an ownership interest in the company, and DeVito
told them they would "work on that as we go on down the road." Plaintiff stated
Defendant DeVito provided some detail about an equity plan in early 2009,
informing him and the second employee that Lenco was going to buy back a fifteen
percent interest from a minority shareholder, Matthew Muer, and distribute it as a
three percent share to each of five employees, including Plaintiff. Plaintiff believed
the five sets of three-percent equity shares would be issued contemporaneously with
the stock buyback.

In 2011, Plaintiff and the second employee had two conversations with
Defendant DeVito, in which they inquired about their equity shares. Each time,
Defendant DeVito abruptly ended the conversation. Defendant DeVito allegedly
told Plaintiff at one point that he did not want to distribute ownership shares in the
company while there was a lawsuit pending against Lenco by another company,
Bennett Marine. The second employee resigned shortly thereafter without receiving
an ownership share of Lenco.

The Bennett Marine litigation was concluded in September 2013 in Lenco's
favor; however, Plaintiff did not receive a three-percent equity share. Defendant
DeVito variously advised Plaintiff that he did not want to discuss the subject or that
they would talk about it later. Finally, at the end of 2016, Plaintiff again pressed
Defendant DeVito as to whether he was going to fulfill his promise to give him a
three-percent ownership interest, and Defendant DeVito stated he was not. Plaintiff
then brought this action against Defendants in the federal district court in 2018.

The district court granted summary judgment to Defendants on all of
Plaintiff's claims—except promissory estoppel—on the basis they were time-barred
by the three-year statute of limitations contained in S.C. Code Ann. § 15-3-530
(2005). The district court found Plaintiff should have known he potentially had a
claim against Defendants in 2013 (after the litigation concluded with Bennett Marine
and the equity shares were not distributed). The parties disagreed on whether the
claim for promissory estoppel was subject to the three-year statute of limitations.
The district court certified this question to the Court after finding it presented a
question of law that could be outcome determinative and there appeared to be no
controlling state precedent. The Court accepted the question pursuant to Rule 244,
SCACR.

II. STANDARD OF REVIEW
"In answering a certified question raising a novel question of law, this Court
is free to decide the question based on its assessment of which answer and reasoning
would best comport with the law and public policies of the state as well as the Court's
sense of law, justice, and right." Shaw v. Psychemedics Corp., 426 S.C. 194, 197,
826 S.E.2d 281, 282 (2019) (citation omitted).

III. DISCUSSION
Plaintiff contends this Court has held promissory estoppel is an equitable
claim and has expressly stated in long-standing precedent that the statute of
limitations is not applicable to equitable claims. As a result, the statute of limitations
in S.C. Code Ann. § 15-3-530 (2005) is not directly applicable to a claim for
promissory estoppel.1 Defendants, in contrast, assert Plaintiff is seeking monetary
damages, which they contend is legal, not equitable, relief. Defendants note

1
Plaintiff also asserts his claim should not be deemed untimely even if the statute of
limitations applies. This issue, however, is not before the Court.
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, either under the subsection governing contracts, obligations, or liabilities
(express or implied) in S.C. Code Ann. § 15-3-530(1), or the subsection applicable
to injuries to the rights of others not arising on contract or enumerated by law,
contained in S.C. Code Ann. § 15-3-530(5). We agree with Plaintiff that the statute
of limitations is not applicable to a claim of promissory estoppel. Our decision rests
on (A) an examination of our statute of limitations, and (B) the determination
whether a claim for promissory estoppel is properly characterized as legal or
equitable in nature.

A. The Statute of Limitations
This Court has long recognized that the statute of limitations now codified in
section 15-3-530 applies to actions at law, while the doctrine of laches2 applies to
suits in equity. Although the statute of limitations may be applied by analogy in a
court of equity, the court has the authority to extend that period if it believes a longer
period is warranted under the circumstances. This distinction logically flows from
the fact that equity transcends the direct application of legal restrictions such as the
statute of limitations to provide relief to wronged parties where the law otherwise
affords no relief:

This Court has held that the statute of limitations does not
apply to actions in equity. See Anderson v. Purvis, 211
S.C. 255, 44 S.E.2d 611 (1947); Anderson v. Purvis, 220
S.C. 259, 67 S.E.2d 80 (1951) (holding that the Court's
power to do equity transcends the limitations of the statute
of limitations).

Dixon v. Dixon, 362 S.C. 388, 400, 608 S.E.2d 849, 855 (2005); see also Parr v.
Parr, 268 S.C. 58, 67, 231 S.E.2d 695, 699 (1977) ("The action of the plaintiffs is
one in equity. Therefore, the trial judge correctly ruled that neither statute of
limitations is applicable."); McKinnon v. Summers, 224 S.C. 331, 336–37, 79 S.E.2d

2
Mid-State Tr., II v. Wright, 323 S.C. 303, 307, 474 S.E.2d 421, 423–24 (1996)
(defining laches as neglect in bringing a claim for an unreasonable period that results
in material prejudice to the opposing party and stating whether laches applies is
highly fact-specific, "so each case must be judged on its own merits").
146, 148 (1953) (observing the statute of limitations for law cases applies only by
analogy to a court of equity); Parrott v. Dickson, 151 S.C. 114, 122, 148 S.E. 704,
707 (1929) ("Certainly, the [s]tatute of [l]imitations is not applicable, since this is a
case in equity."); Fanning v. Bogacki, 111 S.C. 376, 381, 98 S.E. 137, 138 (1919)
(considering laches, not the statute of limitations, in an equitable matter); Blackwell
v. Ryan, 21 S.C. 112, 126 (1884) (observing "courts of equity are to be considered
as affected only by analogy [by] the statute of limitations" and applying laches to an
equitable claim); Kirksey v. Keith, 32 S.C. Eq. (11 Rich. Eq.) 33, 38–39 (1859) ("It
is plain that neither the statute of limitations nor the Act of 1787 applies, in express
terms, to the Court of Equity . . . ."); Mazloom v. Mazloom, 382 S.C. 307, 319, 675
S.E.2d 746, 752–53 (Ct. App. 2009) (citing Dixon for the proposition that the statute
of limitations does not apply to actions in equity and noting "[e]quitable causes of
action may be barred as untimely, however, by the doctrine of laches").

Defendants maintain section 15-3-530 is broadly drafted and if the South
Carolina General Assembly had wished to create an exception for equitable claims
involving a contract, obligation, or liability it could have done so. They also focus
on the language regarding "obligations" in subsection (1) and argue promissory
estoppel imposes an obligation that is subject to the statute or falls under what they
term the "catch-all" provision of subsection (5).

The statute of limitations has existed in virtually the same form in South
Carolina since this Court's earliest decisions interpreting the statute as applying to
actions at law. To date, the General Assembly has not seen fit to alter the statute on
this point in response to those decisions. The only subsection that expressly provides
that it applies to matters in equity is subsection (7) regarding fraud, which is not at
issue here.3 See Wigfall v. Tideland Utils., Inc., 354 S.C. 100, 111, 580 S.E.2d 100,
105 (2003) ("The Legislature is presumed to be aware of
this Court's interpretation of its statutes. When the Legislature fails over a forty-

3
See S.C. Code Ann. § 15-3-530(7) (2005) (applying a three-year limitations period
to "any action for relief on the ground of fraud in cases which prior to the adoption
of the Code of Civil Procedure in 1870 were solely cognizable by the court of
chancery, the cause of action in the case not considered to have accrued until the
discovery by the aggrieved party of the facts constituting the fraud" (emphasis
added)); see also Randolph R. Lowell, et al., South Carolina Equity: A
Practitioner's Guide 88 (S.C. Bar 2010) ("Unlike many equitable causes of action,
an action to set aside a fraudulent conveyance is subject to the statute of limitations
rather than the doctrine of laches. An action to set aside a fraudulent conveyance
falls within S.C. Code Ann. § 15-3-530(7) . . . ." (footnote omitted)).
year period to alter a statute, its inaction is evidence the Legislature agrees with
this Court's interpretation." (citation omitted)).

In addition, if "obligation" is read as broadly as urged by Defendants, it could
potentially envelope a multitude of claims, whether at law or in equity, erasing the
historic distinctions between the two. In our view, this interpretation would extend
the statute's reach much further than was ever intended by the General Assembly.
See Cain v. Nationwide Prop. & Cas. Ins. Co., 378 S.C. 25, 29–30, 661 S.E.2d 349,
351–52 (2008) (stating the primary purpose in interpreting statutes is to ascertain
the intent of the General Assembly and if the plain reading of a statute lends itself
equally to two logical interpretations, the Court must apply the rules of statutory
interpretation to discover the General Assembly's intent); see also Bell v. Mackey,
191 S.C. 105, 114–15, 3 S.E.2d 816, 820–21 (1939) (observing while there is now
but one form of action, a civil action, this change has not altered the inherent
distinctions between causes of action as legal or equitable that existed prior to this
change, and whatever was previously at law or in equity remains so).

While the dissent asserts only substantive, not procedural, differences should
remain between matters at law versus equity, particularly in light of the fact that
there is now only one form of civil action under Rule 2, SCRCP, we decline to adopt
this view.4 Cf. Maynard v. Bd. of Educ., 357 S.E.2d 246, 253–54 (W. Va. 1987)

4
The dissent contends none of the cases cited above for the proposition that the
statute of limitations does not apply to a court of equity (i.e., Dixon, Parr, et al.)
involve a claim for money damages. However, as the dissent acknowledges, the
issue before the Court is novel, and this does not negate the fundamental proposition
of these cases. Further, to the extent the dissent advances the view that procedural
distinctions between suits at law and in equity should be deemed "meaningless" in
light of Rule 2, SCRCP, we disagree. That distinction is one that has been
maintained by our General Assembly, and it is not the province of this Court to
judicially abolish that legislative directive. Because equity may provide relief where
the law does not, strict legal restrictions are not directly applicable. See generally
Kirksey, 32 S.C. Eq. at 38–39 (observing while the statute of limitations does not
apply to a court of equity in express terms, an equitable court can follow the statute
as to legal demands by analogy if the circumstances support its application). The
dissent's assertion that the distinction is the result of an "historical accident" is
unfounded supposition woven from whole cloth. See Stephen N. Subrin, How
Equity Conquered Common Law: The Federal Rules of Civil Procedure in
Historical Perspective, 135 U. Pa. L. Rev. 909, 914 (1987) ("Although they were
(explaining the fact that the state's civil procedure rules had abolished the procedural
distinctions between actions at law and in equity did not mean the distinctions
between its various statutes of limitations and the equitable doctrine of laches were
also abolished; rather, it is still true that "[l]aches applies to equitable demands[,]
where the statute of limitations does not" and, conversely, "statutes of limitations,
not laches, apply to demands at law" (alterations in original)). Thus, whether the
statute of limitations applies to a claim for promissory estoppel turns on the
characterization of the claim as legal or equitable.

B. Development and Characterization of Promissory Estoppel

It has been observed that "promissory estoppel" did not enter the general legal
lexicon as a labeled doctrine until the early twentieth century. Olson v. Synergistic
Techs. Bus. Sys., Inc., 628 N.W.2d 142, 149 (Minn. 2001). At that time, Samuel
Williston recognized the concept in his treatise on contracts, stating "since [the
promisee] relies on a promise and not on a misstatement of fact [as with equitable
estoppel], the term 'promissory' estoppel or something equivalent should be used to
mark the distinction."5 Id. at 149 n.3 (quoting Samuel Williston & George J.
Thompson, Williston on Contracts § 139 (rev. ed. 1936)) (first alteration in original);
see also 28 Am. Jur. 2d Estoppel and Waiver § 51 (2011) (stating a false
representation or concealment of material facts is not a required element of

complementary, law and equity courts each had a distinct procedural system,
jurisprudence, and outlook. The development of contemporary American civil
procedure cannot be understood without acknowledging these differences."); id. at
934 ("There are, however, critical differences between equity and the Field Code.
Discretion and flexibility were at the heart of historic equity practice. But judicial
discretion and legal flexibility were anathema to Field and his Commission."
(footnote omitted)).
5
In contrast to promissory estoppel, equitable estoppel is used defensively only and
is grounded on a party's misstatement of existing fact; the essence of equitable
estoppel is that the party invoking it was misled to his injury. See Rodarte v. Univ.
of S.C., 419 S.C. 592, 601, 799 S.E.2d 912, 916 (2017); Janasik v. Fairway Oaks
Villas Horizontal Prop. Regime, 307 S.C. 339, 345, 415 S.E.2d 384, 388 (1992); 31
C.J.S. Estoppel and Waiver § 76 (2008). The representation in equitable estoppel
"must relate to some present or past fact or state of things as distinguished from mere
promises or statements as to the future," as with claims for promissory estoppel. 28
Am. Jur. 2d Estoppel and Waiver § 49 (2011).
promissory estoppel, as "the reliance is on the promise rather than a
misrepresentation of fact").

American jurisdictions have adopted and applied "a theory of promissory
estoppel grounded, in some form, in Section 90 of the Restatements [First and
Second] of Contracts."6 Eric Mills Holmes, Restatement of Promissory Estoppel, 32
Willamette L. Rev. 263, 514 (1996). "[T]he drafters of the Restatement (Second)
made several important changes to § 90 of the Restatement (First) with the intent of
making promissory estoppel more available, the role of reliance more prominent,
and the remedies awarded to successful litigants more flexible . . . ." Marco J.
Jimenez, The Many Faces of Promissory Estoppel: An Empirical Analysis Under
the Restatement (Second) of Contracts, 57 UCLA L. Rev. 669, 669 (2010). The
Second Restatement does not require the promise to induce action or forbearance
that is "of a definite and substantial character," and it adds language indicating the
remedy "may be limited as justice requires" (e.g., reliance damages may be
appropriate instead of expectation damages).7 Id. at 669–70, 707–10.

In Higgins Construction Co. v. Southern Bell Telephone & Telegraph Co.,
276 S.C. 663, 665–66, 281 S.E.2d 469, 470 (1981), this Court noted it had never
used the term "promissory estoppel" before, but it had previously applied the
doctrine in a 1922 decision.8 In Higgins, the Court defined "promissory estoppel"

6
"Although Section 90 nowhere mentioned the term 'promissory estoppel,' courts
invoking the doctrine often referred to that section to determine the elements of a
valid claim." Phuong N. Pham, Note, The Waning of Promissory Estoppel, 79
Cornell L. Rev. 1263, 1265 (1994).
7
Compare Restatement (First) of Contracts § 90 (1932) ("A promise which the
promisor should reasonably expect to induce action or forbearance of a definite and
substantial character on the part of the promisee and which does induce such action
or forbearance is binding if injustice can be avoided only by enforcement of the
promise.") with Restatement (Second) of Contracts § 90(1) (1981) ("A promise
which the promisor should reasonably expect to induce action or forbearance on the
part of the promisee or a third person and which does induce such action or
forbearance is binding if injustice can be avoided only by enforcement of the
promise. The remedy granted for breach may be limited as justice requires.").
8
Furman Univ. v. Waller, 124 S.C. 68, 117 S.E. 356 (1922).
as a doctrine to avoid injustice by providing a remedy for a party's reliance on an
otherwise unenforceable promise:

That doctrine holds "an estoppel may arise from the
making of a promise, even though without consideration,
if it was intended that the promise should be relied upon
and in fact it was relied upon, and if a refusal to enforce it
would be virtually to sanction the perpetration of fraud or
would result in other injustice."

Id. at 665, 281 S.E.2d at 470 (quoting 28 Am. Jur. 2d Estoppel and Waiver § 48
(1966)).

In subsequent cases, our appellate courts enumerated the elements a party
must prove to obtain relief under the doctrine of promissory estoppel as follows:
(1) the presence of a promise unambiguous in its terms, (2) reasonable reliance upon
the promise by the party to whom the promise is made, (3) the reliance is expected
and foreseeable by the party who makes the promise, and (4) the party to whom the
promise is made must sustain injury in reliance on the promise. See, e.g., Davis v.
Greenwood Sch. Dist. 50, 365 S.C. 629, 634, 620 S.E.2d 65, 67 (2005); Woods v.
State, 314 S.C. 501, 505, 431 S.E.2d 260, 263 (Ct. App. 1993); Powers Constr. Co.
v. Salem Carpets, Inc., 283 S.C. 302, 306, 322 S.E.2d 30, 33 (Ct. App. 1984).

This Court has stated the basis of the doctrine lies not so much in contract, but
rather, it is an application of the equitable principle of estoppel:

The principle of promissory estoppel is viewed as a
substitute for, or an equivalent of, consideration. The basis
of the doctrine is not so much one of contract, with a
substitute for consideration, but an application of
the general principles of estoppel under appropriate
circumstances. The circumstances which may trigger the
application of promissory estoppel in this case cannot be
tortured into the requisite elements of a traditional
contract. A contract and promissory estoppel are two
different creatures of the law; they are not legally
synonymous; the birth of one does not spawn the other.

Duke Power Co. v. S.C. Pub. Serv. Comm'n, 284 S.C. 81, 100–01, 326 S.E.2d 395,
406 (1985) (citation omitted); see also Link v. Sch. Dist. of Pickens Cty., 302 S.C. 1,
7, 393 S.E.2d 176, 179 (1990) ("Promissory estoppel and contract are separate and
distinct causes of action.").

South Carolina courts have consistently characterized promissory estoppel as
an equitable claim. See, e.g., A&P Enters., LLC v. SP Grocery of Lynchburg, LLC,
422 S.C. 579, 587, 812 S.E.2d 759, 763 (Ct. App. 2018) (stating, in an appeal from
a special referee, that South Carolina courts recognize a remedy in equity for
promissory estoppel); Barnes v. Johnson, 402 S.C. 458, 469, 742 S.E.2d 6, 11 (Ct.
App. 2013) (observing promissory estoppel "is a flexible doctrine that aims to
achieve equitable results" and to provide "a remedy where contract law cannot");
Craft v. S.C. Comm'n for the Blind, 385 S.C. 560, 564, 685 S.E.2d 625, 627 (Ct.
App. 2009) ("Promissory estoppel is equitable in nature. In an action at equity, this
court can find facts in accordance with its view of the preponderance of the
evidence." (citation omitted)); West v. Newberry Elec. Coop., 357 S.C. 537, 542, 593
S.E.2d 500, 502 (Ct. App. 2004) ("The doctrine of promissory estoppel is equitable
in nature." (citing 28 Am. Jur. 2d Estoppel and Waiver §§ 1, 55 (2000))); Satcher v.
Satcher, 351 S.C. 477, 483, 570 S.E.2d 535, 538 (Ct. App. 2002) (observing "[o]ur
courts recognize a remedy in equity if the claimant can prove" the elements of
promissory estoppel).

It has also been observed that "[p]romissory estoppel is a quasi-contract
remedy." See, e.g., N. Am. Rescue Prods., Inc. v. Richardson, 411 S.C. 371, 379,
769 S.E.2d 237, 241 (2015) (citing Higgins). A "quasi-contract" has been defined
as "an obligation imposed by law because of some special relationship between the
parties or because one of them would otherwise be unjustly enriched"; it "is not
actually a contract but instead a remedy that allows the plaintiff to recover a benefit
conferred on the defendant."9 Quasi-Contract, Black's Law Dictionary (11th ed.
2019) (emphasis added). It is also termed an "implied-in-law contract." Id.

This Court has "used the terms quantum meruit, quasi-contract, and contract
implied by law as equivalent terms, to distinguish those situations where equity
would aid recovery from those where law provided the remedy, that is, express

9
See 1 Timothy Murray, Corbin on Contracts § 1.20, at 86–87 (rev. ed. 2018)
(explaining the term "quasi contract" is directly derived from Roman law and refers
to an obligation created by law for reasons of justice and suggesting "it might be
better not to use the word 'contract' at all" because its use has engendered much
confusion in the law).
contracts or contracts implied in fact."10 Myrtle Beach Hosp., Inc. v. City of Myrtle
Beach, 341 S.C. 1, 8, 532 S.E.2d 868, 872 (2000) (emphasis added).11 In Myrtle
Beach Hospital, Inc., the Court noted there had been confusion in prior case law as
to implied-in-fact versus implied-by-law contracts, and it adopted a three-part test
"as the sole test for a quantum meruit/quasi-contract/implied by law claim,"
overruling prior decisions employing a different analysis. Id. at 8–9, 532 S.E.2d at
872.

Defendants assert Plaintiff's claim is subject to section 15-3-530 because it "is
an equitable quasi-contractual remedy when it seeks money damages." They
contend claims for quantum meruit have been subjected to the statute of limitations
in South Carolina, citing Graham v. Welch, Roberts & Amburn, LLP, 404 S.C. 235,
743 S.E.2d 860 (Ct. App. 2013), and several federal district court decisions, so "the
logical extension of the quantum meruit precedent mandates that promissory
estoppel be subject to the applicable statute of limitations." Defendants assert this

10
There are two types of implied contracts, and the definitions have been conflated
in the jurisprudence of this (and other) states. See Stanley Smith & Sons v. Limestone
College, 283 S.C. 430, 434 n.1, 322 S.E.2d 474, 478 n.1 (Ct. App. 1984) ("The
unfortunate use of 'implied contract' to connote both true ('implied in fact') and quasi
('implied in law') contracts has led to much confusion."). "A contract 'implied in
fact' arises when the assent of the parties is manifested by conduct, not words." Id.
"A quasi contract, or one implied in law, is no contract at all, but an obligation
created by the law in the absence of any agreement between the parties." Id. The
statute of limitations has been interpreted by this Court as applying to implied in fact
contracts (true contracts), not implied by law contracts (quasi-contracts).
11
But see Corbin on Contracts, supra note 8, § 1.20, at 86 (observing "the term
quantum meruit is sometimes used as the equivalent of the term quasi contract"
although "it is not an equivalent term"); Quasi-Contract, Black's Law Dictionary
(11th ed. 2019) (defining quasi-contract and stating because claims for unjust
enrichment did not belong to either the category of contract or tort, they came to be
called quasi-contract; "[s]ome of them were originally characterized as being in
quantum meruit (as much as he deserved), a form of action used for claims [for]
payment for services," and this term "is sometimes used inexactly as a synonym for
the more general term quasi-contract, which refers to any money claim for the
redress of unjust enrichment" (quoting E. Allan Farnsworth, Contracts § 2.20, at 103
(2d ed. 1990))).
Court has the power to apply section 15-3-530 to claims of promissory estoppel even
if the claim is not specifically addressed in the statute.

In Graham, the appealing party did not dispute the application of the statute
of limitations to all of his claims, which included unjust enrichment, so neither the
application of the statute nor promissory estoppel was an issue before the court of
appeals. As a result, Graham cannot be "extended" to hold the statute of limitations
is applicable to claims of promissory estoppel, as urged by Defendants.12 Further,
the federal district court decisions cited by Defendants are unreported decisions
concerning quantum meruit or unjust enrichment, distinguishable claims, and none
cite reported decisions (other than Graham) from the South Carolina appellate courts
to directly support their determinations.13 Thus, the district court's decisions do not
aid this Court in its analysis of promissory estoppel.

Describing promissory estoppel as quasi-contractual is not dispositive of the
issue before us. Equitable estoppel has also been described by this Court as quasi-
contractual, but it is a defensive measure to which the statute of limitations
undoubtedly does not apply. See generally Rodarte v. Univ. of S.C., 419 S.C. 592,
604, 799 S.E.2d 912, 918 (2017) ("We agree with the Supreme Court of Rhode
Island that 'quasi-contractual remedies such as equitable estoppel are inapplicable
when the parties are bound by an express contract.'" (emphasis added) (citation
omitted)).

A request for monetary relief should not be viewed in isolation to convert
what is otherwise an equitable claim to a legal claim. See generally Watson v. Pub.
Serv. Co. of Colo., 207 P.3d 860, 865–66 (Colo. App. 2008) ("Even though a
plaintiff seeks to recover money damages, the plaintiff is not entitled to a jury trial
if the essence of the action is equitable in nature. Snow Basin, Ltd. v. Boettcher &

12
Defendants correctly note the statute of limitations has been applied to quantum
meruit in several cases, but quantum meruit is a distinguishable claim and the
propriety of the holdings as to quantum meruit is not currently before the Court.

13
See, e.g., Crossroads Convenience, LLC v. First Cas. Ins. Grp., No. 1:15-CV-
02544-JMC, 2017 WL 1135132 (D.S.C. Mar. 27, 2017); Brown v. Goodman Mfg.
Co., L.P., No. 1:13-CV-03169-JMC, 2015 WL 1006319 (D.S.C. Mar. 5, 2015);
Wells Fargo Bank, N.A. v. Carter, No. 9:14-127-SB, 2014 WL 11034776 (D.S.C.
July 22, 2014); Magwood v. Heritage Tr. Fed. Credit Union, No. 2:09-2751-DCN-
BM, 2010 WL 4604661 (D.S.C. June 4, 2010), adopted, No. 2:09-2751-RMG-BM,
2010 WL 4622454 (Nov. 4, 2010).
Co., 805 P.2d 1151, 1154 (Colo. App. 1990) (money damages sought on promissory
estoppel claim)."); Kim v. Dean, 135 P.3d 978, 981 (Wash. Ct. App. 2006) ("Under
the historical test, Washington courts determine the overall nature of an action by
'look[ing] to see whether the claims in question were within the exclusive
jurisdiction of the equity courts when the state constitution was adopted in 1889.'"
(alteration in original) (citation omitted)).

Monetary relief is not available at law for an unenforceable promise. Thus,
monetary relief is not properly characterized as legal if the source for its recovery
lies solely in a principle of equity. The claim—and the remedy—are still equitable
because the recovery does not exist at law but is provided solely to avoid injustice
in a court of equity. In this case, if Defendants had not sold the company, Plaintiff
would be seeking transfer of the promised equity shares. The relief awarded is
ultimately an equitable matter for the court to determine, not a jury. The fact that a
court might have to fashion some other equitable relief for the unmet promise
(assuming Plaintiff is able to establish his claim), does not lessen its overall nature
as equitable. See generally 28 Am. Jur. 2d Estoppel and Waiver § 51 (2011) (stating
"[a] trial court retains broad discretion under promissory estoppel to fashion
whatever remedies or damages justice requires"). As a result, equitable defenses
such as laches, not the statute of limitations, apply.

Defendants' assertion that the promissory estoppel claim could exist "in
perpetuity" in the absence of invoking the statute of limitations is wholly without
merit, as laches will prevent the pursuit of stale claims. See Kirksey v. Keith, 32 S.C.
Eq. (11 Rich. Eq.) 33, 39 (1859) (observing the statute of limitations may be applied
by analogy to matters of account and courts of equity will refuse to afford relief to
stale demands based on considerations of public policy and the difficulty of
providing justice when the transaction has become obscured by time and evidence
is lost; thus, the general rule is "where conscience, good faith and reasonable
diligence are lacking, a Court of Equity is passive and does nothing; and therefore
from the beginning of Equity Jurisdiction, there was always a limitation of suit in
that Court" (citation omitted)).

IV. CONCLUSION

Based on the foregoing, we answer the certified question in the negative. The
statute of limitations in S.C. Code Ann. § 15-3-530 does not apply to a claim for
promissory estoppel.

CERTIFIED QUESTION ANSWERED.
 KITTREDGE, HEARN and JAMES, JJ., concur. FEW, J.,
dissenting in a separate opinion.
JUSTICE FEW: I would apply the statute of limitations to all actions for
money damages. For this reason, I respectfully dissent.
The procedural differences between actions at law and suits in equity arose
centuries ago for accidental reasons hardly known to any modern South
Carolina lawyer or judge. Not long after the already outdated distinctions
arrived in the new world, states began refusing to recognize them. In New
York in 1848, for example, the legislature provided in the new "Field Code,"14
The distinction between actions at law and suits in
equity, and the forms of all such actions and suits
heretofore existing, are abolished; and there shall be in
this state, hereafter, but one form of action, for the
enforcement or protection of private rights and the
redress or prevention of private wrongs, which shall be
denominated a civil action.
Charles E. Clark, The Union of Law and Equity, 25 Colum. L. Rev. 1, 1 (1925)
(quoting N.Y. Laws 1848, c. 379 § 62).
The movement to do away with meaningless differences between actions at
law and suits in equity continued into the twentieth century. See Edward R.
Taylor, The Fusion of Law and Equity, 66 U. Pa. L. Rev. 17 (1917). Discussing
his view of how an "organized, civilized society" should approach a
meaningful unity of the divergent systems, this author wrote, "Until we have
taken steps to achieve that [unity] we are simply walking round and round like
one lost." Id. at 17; see also Charles T. McCormick, The Fusion of Law and
Equity in United States Courts, 6 N.C. L. Rev. 283, 285 (1927) ("Any
separation of the stream of equity from the main channel of legal
administration is today seen to be unjustifiable as an administrative device and
explainable only as a historical survival from an era of multitudinous separate
courts.").
The unification of the two systems—particularly the elimination of their silly
distinctions—hit its full stride in 1938 with Rule 2 of the Federal Rules of Civil
Procedure. Rule 2 then provided, "There shall be one form of action to be

14
I concede the irony that I cite the origin of code pleading in the United States in
support of simplicity and uniformity.
known as 'civil action.'" Rule 2 now provides, "There is one form of action—
the civil action." Fed. R. Civ. P. 2. South Carolina adopted Rule 2 in 1985.
"There shall be one form of action to be known as 'civil action.'" Rule 2,
SCRCP.
There remain substantive differences between law and equity, but the
differences remain because the differences make sense. As Professors Wright,
Miller, and Steinman stated, "The Rules have not abrogated the distinction
between equitable and legal remedies," but "the procedural distinctions have
been abolished." 4 Charles Alan Wright, Arthur R. Miller & Adam N.
Steinman, FEDERAL PRACTICE AND PROCEDURE § 1043 n.1 (4th ed. 2015).
These procedural distinctions were abolished because there was no reason to
have the distinctions in the first place.
There is likewise no reason to draw the distinction the majority makes in this
case. Whether labeled an action for promissory estoppel in equity or breach of
contract in law, Thomerson's action is one action in which he must prove the
promise, a breach, and his resulting damages. The consideration he must prove
in the law action is no different from the reliance he must prove in the equity
action. There is simply no substantive difference arising from the label he puts
on the claim.
The majority cites what looks like an impressive string of cases holding the
statute of limitations does not apply in equity cases going all the way back to
Kirksey v. Keith in 1859. Not one of those cases, however, involves an action
for money damages. The majority correctly calls the question before us
"novel" because it is a new question, different from any question we have
answered before. When we decide new questions, we should not be too quick
to rely on old answers to different questions, nor should we rely at all on
senseless, long-discarded procedural fictions that arose by historical accident.
We should answer novel questions on a substantive basis, or as the majority
states, "based on [our] assessment of which answer and reasoning would best
comport with the law and public policies of the state as well as the Court's
sense of law, justice, and right." See Buchanan v. S.C. Prop. & Cas. Ins. Guar.
Ass'n, 424 S.C. 542, 551-54, 819 S.E.2d 124, 129-30 (2018) (Few, J.,
concurring) (a majority of this Court explaining how we should approach
"novel questions of law not governed by statute or controlled by prior
decision").
I would not answer the certified question by merely reciting the answer we
used to give in different cases based on procedural distinctions that should no
longer exist.
How absurd for us to go on until the year [2020]
obliging judges and lawyers to climb over a barrier
which was put up by historical accident in 14th century
England . . . .
T. Leigh Anenson, Treating Equity Like Law: A Post-Merger Justification of
Unclean Hands, 45 Am. Bus. L.J. 455, 455 (2008) (quoting Zechariah Chafee
Jr., Foreword to Selected Essays on Equity iii, iv (Edward D. Re ed., 1955)).
I respectfully dissent.