Collins Entertainment Corp. v. Coats & Coats Rental Amusement
Collins Entertainment Corp. v. Coats & Coats Rental Amusement
Opinion of the Court
Collins Entertainment Corp. (Collins) brought this action against (1) Coats and Coats Rental Amusement, d/b/a Ponderosa Bingo and Shipwatch Bingo, (2) Wayne Coats, individually, and (3) American Bingo & Gaming Corp. (ABG), alleging various causes of action arising out of ABG’s removal of Collins’ coin machines from Ponderosa Bingo and Shipwatch Bingo. The case was referred to the Charleston County master-in-equity for trial with authority to enter a final judgment. ABG appeals (1) the master’s finding that it intentionally interfered in a lease for the placement of Collins’ video' poker machines in the two business establishments and (2) the punitive damages award. We affirm.
FACTS
T.A. Coats and his wife Darlene owned or operated a business known as Coats and Coats Rental Amusement.
Coats and Coats Rental Amusement operated two bingo halls, Ponderosa Bingo and Shipwatch Bingo, at two different locations. The locations had been procured by T.A. Coats subject to written real estate leases between him and the individual property owners.
On March 28, 1996, Collins entered into a six-year lease agreement with “Coats and Coats Rental Amusements d/b/a Ponderosa Bingo and Shipwatch Bingo and Wayne Coats, individually” for the exclusive right to lease video poker machines at both locations. The parties were to split the revenues from operating the machines. The agreement further provided that, if the premises were sold, the buyer was to assume the lease. Wayne Coats signed the agreement individually and on behalf of Coats and Coats Rental Amusement.
In 1997, ABG entered into negotiations with T.A. Coats to purchase the assets of the Ponderosa and Shipwatch businesses and to assume the ground leases to the properties on which they operated. The purchase and sale agreement required Coats and Coats to indemnify ABG in the event ABG was sued for interfering with the video poker machine contract. Although T.A. Coats made ABG aware of the agreement with Collins, ABG did not assume the lease and instead removed Collins’ machines from the premises.
Collins then brought this action against Coats and Coats, Wayne Coats, and ABG. In its complaint, Collins asserted a claim for breach of contract against Coats and Coats and Wayne Coats. Collins further asserted causes of action for intentional interference with a contract, civil conspiracy, and unfair trade practices against ABG.
At trial, the master dismissed the civil conspiracy cause of action and found in favor of ABG on the unfair trade practices claim. The master, however, determined ABG was liable for intentional interference with Collins’ contract and awarded actual damages of $157,449.66 and punitive damages of $1,569,013.0o.
I. Motion to Amend Answer
ABG first contends the master erred in denying its motion to amend its answer to conform to the evidence presented at trial. We find no error.
In its answer, ABG stated: “This Defendant admits purchasing the businesses known as Ponderosa Bingo and Ship-watch Bingo from Coats & Coats Rental Agreement and Wayne Coats individually.” Before calling any witnesses, Collins’ attorney read this statement into the record verbatim without objection from ABG. At trial, however, Wayne Coats testified that he had no ownership interest in either business when ABG acquired them.
After the close of ABG’s case, Collins’ attorney again read the answer into the record. This time, however, ABG moved to amend the answer to conform to the proof. In support of the motion, counsel for ABG claimed: “At the time the [ajnswer was drafted, that was the information provided us. We would ask that the [p]leadings be conformed to the proof presented.”
Citing Rule 15(b) of the South Carolina Rules of Civil Procedure, ABG argues the master should have permitted it to amend its answer to conform to the proof offered.
The rule covers two situations. First, if an issue not raised by the pleadings is tried by express or implied consent of the parties the court may permit amendment of the pleadings to reflect the issue. Second, if a party objects to the introduction of evidence as not being within the pleadings the court may permit amendment of the pleadings subject to a right to grant a continuance if necessary.4
Here, the issue prompting ABG’s motion to amend was raised in the complaint and admitted by ABG; therefore, the first situation did not apply. Moreover, because no objection was made as to any evidence being outside the pleadings, the master could not have permitted an amendment pursuant to the second part of the rule.
II. Interference with Contractual Relations
A.
ABG asserts Collins failed to prove the elements of intentional interference with contractual relations. In our view, however, the record has sufficient evidence to support a finding that Collins proved each of the necessary elements.
“The elements of a cause of action for tortious interference with contract are: (1) existence of a valid contract; (2) the wrongdoer’s knowledge thereof; (3) his intentional procurement of its breach; (4) the absence of justification; and (5) resulting damages.”
At trial, ABG contended (1) the parties to the contracts for placement of the video poker machines at Ponderosa Bingo and Shipwatch Bingo were Collins, Wayne Coats, and an entity called Coats and Coats Rental Amusement owned by Wayne Coats; (2) the entity known as Coats and Coats Rental
The master,' however, found that Coats and Coats was a business “consisting of Wayne Coats’ mother and father, T.A. Coats, Wayne Coats, and Darlene Coats” and that “T.A. Coats, Darlene Coats, and Wayne Coats operated various aspects of the Ponderosa and Shipwatch businesses under various trade names including Coats and Coats, Coats and Coats Rental Amusements, and Darlene’s Rental and Amusements, all of which were run and controlled by T.A. Coats.” The master then determined that the “contract between Collins and Coats and Coats was negotiated by T.A. Coats and signed by Wayne Coats at his direction and under the authority of T.A. Coats.” Finally, the master concluded that “T.A. Coats ratified this contract by his actions subsequent to the placement of Collins Machines at the Shipwatch and Ponderosa locations.”
In his deposition, T.A. Coats testified he negotiated the contracts for the video poker machines to be placed in the Ponderosa and Shipwatch locations.
B.
ABG next contends it had no knowledge of any contract between Collins and T.A. Coats and was told that Wayne had the video poker lease. The record, however, supports the finding that ABG knew that T.A. Coats was a party to the contract at issue.
T.A. Coats testified that he told Greg Wilson, Roy Stevens, Richard Henry, and Barry Goldstein, all of ABG, that he had a contract with Collins for the video poker machines. In addition, ten of Collins’ video poker machines were present in each location and, as required by state law, were clearly marked as belonging to Collins. T.A. Coats further stated he told individuals at ABG that he was not going to breach the agreement and that ABG had to remove Collins’ machines and contact Collins. Roy Stevens, ABG’s state manager, testified he knew of the video poker lease with Collins and ABG had a copy of the contract to review. Barry Goldstein testified that a copy of the Collins lease was passed around ABG “like the Sunday comic strip.”
C.
ABG further asserts there was no evidence presented at trial that it either induced or coerced T.A. Coats or Wayne Coats into breaching the video poker lease. We disagree.
D.
Finally, ABG argues it was justified in its actions because it believed that the Collins agreement was with Wayne Coats and that T.A. Coats held only the ground leases on the properties. As discussed above, however, there was ample evidence to show that T.A. Coats was a party to the Collins agreement and that ABG was aware of his involvement.
III. Expert Testimony
ABG asserts the testimony from Coffins’ economic expert, Dr. Woodside, regarding Coffins’ excess capacity of video poker machines was hearsay and, therefore, the master improperly relied on this testimony in calculating damages. We hold the admission of Dr. Woodside’s testimony was proper.
Dr. Woodside testified that Coffins maintained warehouses with additional machines. He testified that, although he did not know exactly how many machines Coffins had in its warehouses, individuals with Coffins had informed him that Collins had sufficient excess capacity to fulfill both the contract with T.A. Coats and any subsequent contracts. In addition, Dr. Woodside testified Coffins routinely rotated machines from one location to another.
ABG argues that what Collins’ employees had told Dr. Woodside was hearsay. We agree the information was hearsay, but hold, however, that it was nevertheless admissible under Rule 703 of the South Carolina Rules of Evidence.
The facts or data in the particular case upon which an expert bases an opinion or inference may be those perceived by or made known to the expert at or before the hearing. If of a type reasonably relied upon by experts in the particular field in forming opinions or inferences upon the subject, the facts or data need not be admissible in evidence.11
Here, Dr. Woodside relied on the information provided by Collins’ employees to determine how to calculate Collins’ damages. In order to do this, he needed to assess Collins’ excess inventory of machines vis-a-vis the number of locations it had available in which to place these machines. We therefore hold the hearsay testimony was the “type reasonably relied upon by experts in the particular field” when determining how to calculate damages and the master did not abuse his discretion in admitting the testimony.
IV. Lost Volume Seller Doctrine
ABG maintains the master erred in applying the “lost volume seller” doctrine and in holding Collins did not have to mitigate its damages. We disagree.
If the injured party could and would have entered into the subsequent contract, even if the contract had not been broken, and could have had the benefit of both, he can be said to have “lost volume” and the subsequent transaction is not a substitute for the broken contract. The injured party’s damages are then based on the net profit that he has lost as a result of the broken contract.13
South Carolina does not require a party to make an unreasonable effort to mitigate.
Y. Punitive Damages
ABG contends the master erred in awarding punitive damages because there was no evidence its actions were willful, intentional, or with reckless disregard of Collins’ rights. ABG further contends the amount of punitive damages violated the Due Process Clause of the Fourteenth Amendment. We find no error.
“The purposes of punitive damages are to punish the wrongdoer and deter the wrongdoer and others from engaging in similar reckless, willful, wanton, or malicious conduct in the future.”
South Carolina Code section 15-33-135 provides that “[i]n any civil action where punitive damages are claimed, the plaintiff has the burden of proving such damages by clear and convincing evidence.”
In Gamble v. Stevenson, the supreme court mandated the following procedure for appellate review of an punitive damages award:
[T]o ensure that a punitive damage award is proper, the trial court shall conduct a post-trial review and may consider the following: (1) defendant’s degree of culpability; (2) duration of the conduct; (3) defendant’s awareness or concealment; (4) the existence of similar past conduct; (5) likelihood the award will deter the defendant or others from like conduct; (6) whether the award is reasonably related to the harm likely to result from such conduct; (7) defendant’s ability to pay; and finally, (8) ... “other factors” deemed appropriate.20
The master based his conclusions on his findings that the actions taken by ABG demonstrated ABG’s culpability, awareness of the contract and ultimate concealment of its desire to
We hold there was evidence that ABG’s conduct was willful, intentional, and in disregard of Collins’ rights. Evidence was presented at trial of ABG’s intention to run T.A. Coats out of business if he did not agree to its request to purchase his business. ABG was made aware of the agreement between Collins and T.A. Coats, but nevertheless set up the purchase of the Ponderosa and Shipwatch locations in an attempt to avoid having to comply with the provisions of the lease.
As the master noted, ABG was “aware of the fact that Collins would suffer a serious economic loss if its contract was cancelled and Collins’ machines were removed.” Aso, ABG gained from procuring the breach of the contract because it would not have to share the revenues with Collins, but could instead install machines from another source and retain 100 per cent of the profits.
On appeal, ABG focuses on the fact the video poker industry no longer exists and, therefore, there is no opportunity for recidivism. Athough the video poker gaming industry is no longer legal in South Carolina, the conduct could nevertheless be continued in other industries. Furthermore, the possibility of future conduct is only one of several factors to consider. Given the egregious conduct by ABG and its total disregard for Collins’ rights, we uphold the master’s decision to award punitive damages.
B.
ABG also maintains the amount awarded is excessive and violates the Due Process Clause of the Fourteenth Amendment of the United States Constitution. Athough the punitive damages award greatly exceeded Collins’ actual damages, we hold the award does not violate due process.
“Punitive damages may properly be imposed to further a State’s legitimate interests in punishing unlawful
As noted by the Supreme Court, “unlimited jury discretion — or unlimited judicial discretion for that matter — in the fixing of punitive damages may invite extreme results that jar one’s constitutional sensibilities.”
In BMW of North America v. Gore, the Supreme Court provided the following factors for determining the reasonableness of a punitive damages award: (1) the degree of reprehensibility, (2) the ratio of the punitive damages award to the actual harm inflicted on the plaintiff, and (8) the comparison of the punitive damages award and the civil or criminal penalties that could be imposed for comparable misconduct.
“Perhaps the most important indicium of the reasonableness of a punitive damages award is the degree of reprehensibility of the defendant’s conduct.”
The second factor is the ratio of punitive to actual damages. ABG contends a ratio of 10 to 1 is excessive. We disagree. In his order, the master stated the award was “in part based upon [his] firm conviction that American Bingo and others must not be allowed to profit from misconduct of the type established in this case.” Given this reasoning and the ample authority to support it, we hold there was no due process violation.
Y. Motion to Supplement
ABG contends the master erred in failing to allow it to supplement the record with additional testimony regarding its financial condition and more recent financial statements. The record, however, does not indicate that ABG made a proffer of either the contents of the financial records or the testimony or otherwise attempted to include this matter in the record on appeal. This court has no basis for determining
AFFIRMED.
. The master awarded Collins damages for breach of contract against Wayne Coats and Coats and Coats Rental Amusement.
. At the hearing, ABG never specified exactly how it sought to have the answer amended. On appeal, ABG asserts it purchased the ground leases to the property from T.A. Coats and that Wayne Coats had no interest in the property.
. Rule 15(b), SCRCP, states in pertinent part:
When issues not raised by the pleadings are tried by express or implied consent of the parties, they shall be treated in all respects as if they had been raised in the pleadings. Such amendment of the pleadings as may be necessary to cause them to conform to the evidence and to raise these issues may be made upon motion of any party at any time, even after judgment; but failure so to amend does not affect the result of the trial of these issues. If evidence is objected to at the trial on the ground that it is not within the issues made by the pleadings, the court may allow the pleadings to be amended and shall do so freely when the presentation of the merits of the action will be subserved thereby and the objecting party fails to satisfy the court that the admission of such*146 evidence would prejudice him in maintaining his action or defense upon the merits.
. 301 S.C. 330, 334, 391 S.E.2d 868, 870-71 (Ct.App. 1990) (emphasis added).
. Camp v. Springs Mortg. Corp., 310 S.C. 514, 517, 426 S.E.2d 304, 305 (1993).
. T.A. Coals died before the final hearing, and his deposition was made part of the record.
. Indeed, ABG acknowledged in its brief that "[i]n January, 1997 Wayne Coats (the son of T.A. Coats) applied for a business license for a new business known as Coats and Coats Rental Amusements, a North
. See Townes Assocs. v. City of Greenville, 266 S.C. 81, 221 S.E.2d 773 (1976) (stating that, in an action at law, on appeal of a case tried without a jury, the findings of fact will not be disturbed on appeal unless found to be without evidentiary support).
. Dr. Woodside's testimony was also cumulative to other evidence previously admitted into the record without objection. Before Dr.
. Payton v. Kearse, 329 S.C. 51, 495 S.E.2d 205 (1998).
. Rule 703, SCRE.
. ABG also argues the testimony violated Rules 403 and 704, SCRE. Because, however, neither objection was raised at trial, the issues have not been preserved for review on appeal. See McKissick v. J.F. Cleckley & Co., 325 S.C. 327, 344, 479 S.E.2d 67, 75 (Ct.App. 1996) ("Failure to object when the evidence is offered constitutes a waiver of the right to have the issue considered on appeal.”).
. Restatement (Second) of Contracts § 347 cmt. f (1981); see also Gianetti v. Norwalk Hosp., 64 Conn.App. 218, 779 A.2d 847, 852 (2001) ("Many state courts, as well as judicial commentators, have determined that in appropriate circumstances, the Restatement’s lost volume seller theoiy should be used in awarding damages.”); C.I.C. Corp. v. Ragtime, Inc., 319 N.J.Super. 662, 726 A.2d 316 (App.Div. 1999) (approving the lost volume doctrine to determine damages relating to coin-operated machine contracts and holding that an instruction on mitigation of damages was reversible error).
. See Genovese v. Bergeron, 327 S.C. 567, 572, 490 S.E.2d 608, 611 (Ct.App. 1997) ("A party injured by the acts of another is required to do those things a person of ordinary prudence would do under the circumstances to mitigate damages; however, the law does not require unreasonable exertion or substantial expense for this to be accomplished.”).
.C.I.C. Corp. v. Ragtime, Inc., 726 A.2d at 320.
. Clark v. Cantrell, 339 S.C. 369, 378, 529 S.E.2d 528, 533 (2000).
. S.C.Code Ann. § 15-33-135 (Supp. 2002).
. See Miller v. City of W. Columbia, 322 S.C. 224, 230, 471 S.E.2d 683, 687 (1996) ("The award of actual and punitive damages remains within the discretion of the jury, as reviewed by the trial judge.”).
. 305 S.C. 104, 111-12, 406 S.E.2d 350, 354 (1991). The "other factors” are discussed in Pacific Mutual Life Insurance v. Haslip, 499 U.S. 1, 20, 111 S.Ct. 1032, 113 L.Ed.2d 1 (1991).
. BMW of N. Am. v. Gore, 517 U.S. 559, 568, 116 S.Ct. 1589, 134 L.Ed.2d 809 (1996).
. Id.
. Pac. Mut. Life Ins. Co. v. Haslip, 499 U.S. at 18.
. G. Ross Anderson, Jr., Punitive Damages: A Funny Thing Happened on the Way to the Courthouse, S.C. Trial Lawyer Bulletin, Fall 2002, at 12, 13.
. 517.U.S. at 575-76, 116 S.Ct. 1589; see also Welch v. Epstein, 342 S.C. 279, 307, 536 S.E.2d 408, 422 (Ct.App. 2000) (applying the BMW "guideposts” to an analysis of a punitive damages award).
. BMW of N. Am. v. Gore, 517 U.S. at 575, 116 S.Ct. 1589.
. See TXO Prod. Corp. v. Alliance Res. Corp., 509 U.S. 443, 460, 113 S.Ct. 2711, 125 L.Ed.2d 366 (1993) ("It is appropriate to consider the magnitude of the potential harm that the defendant’s conduct would have caused to its intended victim if the wrongful plan had succeeded, as well as the possible harm to other victims that might have resulted if similar future behavior were not deterred.”) (emphasis in original), quoted in Hundley v. Rite Aid of S.C., 339 S.C. 285, 315, 529 S.E.2d 45, 61 (Ct.App. 2000).
Although it did not formally designate this as a separate issue, ABG also vigorously argues in its brief that the award was unfair because all the employees involved in the events related to the lawsuit are no longer associated with the company. We agree with Collins, however, that this fact, even if true, is immaterial in view of the fact that ABG, as a corporation, “is a distinct legal entity.” Todd v. Zaldo, 304 S.C. 275, 278, 403 S.E.2d 666, 668 (Ct.App. 1991).
. See Greenville Mem’l Auditorium v. Martin, 301 S.C. 242, 391 S.E.2d 546 (1990) (stating the failure to make a proffer of excluded evidence precludes review of the evidence on appeal).
Case-law data current through December 31, 2025. Source: CourtListener bulk data.