CCC, Inc., a West Virginia Corporation, Defendant Below, Petitioner,
J Class Collision, LLC, a West Virginia limited liability company, Plaintiff Below, Respondent
Kanawha County 15-C-2159
CCC, Inc., by counsel L. Richard Dorsey II, appeals the
Circuit Court of Kanawha County's June 26, 2017, order
ruling on a "Petition for Interpleader." Respondent
J Class Collision, LLC, by counsel O. Gay Elmore Jr., filed a
response in support of the circuit court's order.
Petitioner filed a reply. On appeal, petitioner argues that
the circuit court erred in denying its claim for rent from
the period of January of 2017 through April of 2017 because
it constituted additional sanctions without an award of the
Court has considered the parties' briefs and the record
on appeal. The facts and legal arguments are adequately
presented, and the decisional process would not be
significantly aided by oral argument. Upon consideration of
the standard of review, the briefs, and the record presented,
the Court finds no substantial question of law and no
prejudicial error. For these reasons, a memorandum decision
affirming the circuit court's order is appropriate under
Rule 21 of the Rules of Appellate Procedure.
of 2013, petitioner and respondent entered into a lease
agreement whereby petitioner leased a commercial building
located in Dunbar, West Virginia, to respondent. According to
the lease agreement, petitioner gave respondent an
"absolute" right to the "Option to
Purchase" the subject property. During the course of the
lease agreement, respondent expressed the intent to exercise
the purchase option "on numerous occasions."
Ultimately, around the summer of 2015, petitioner agreed to
sell the property at issue, at which point respondent was
approved for financing to complete the purchase. However,
petitioner "refuse[d] to sell the Subject Property to
[respondent] citing negative tax ramifications." As a
result of petitioner's refusal to abide by the purchase
option in the lease agreement, respondent filed a complaint
seeking to compel petitioner to sell it the subject property
in December of 2015. Petitioner then filed an answer and
counterclaim asserting, among other things, that it was
entitled to unpaid rent from respondent.
a bench trial, the circuit court entered an order on July 11,
2016, in which it ruled that petitioner "shall abide by
the terms of the Lease Agreement herein, and execute a deed
to [respondent] thereby consummating the sale of the subject
property." However, by order entered on December 1,
2016, the circuit court granted petitioner's motion to
amend the judgment to include a ruling on petitioner's
counterclaim for unpaid rent. In that order, the circuit
court found that
[t]he remaining issues [petitioner] raised in its Motion to
Amend are moot based on [petitioner's] representations at
the hearing that it will close on the real estate transaction
pursuant to the lease agreement, assuming that the rental
payments are brought current. The transaction shall be closed
by December 31, 2016.
circuit court further "ORDERED that conditional upon
payment of such amount, [petitioner] shall consummate the
sale of the real property at issue in this case to
[respondent], pursuant to the terms of the Lease Agreement,
by December 31, 2016." It is undisputed that respondent
paid petitioner the full amount of money for unpaid rent that
the circuit court awarded.
January 17, 2017, due to petitioner's failure to
consummate the sale of the subject property, respondent filed
a motion to enforce the circuit court's prior order and
for attorney's fees and costs. Additionally, a
third-party, Gravely Tractor and Lawn Equipment, Inc.
("Gravely"), filed a motion to intervene in the
February of 2017, the circuit court held a hearing on the
outstanding motions. Turning first to the motion to
intervene, Gravely informed the circuit court that it did not
seek to intervene in order to force the sale at issue, but
rather to address issues concerning certain property rights
that petitioner was ordered to convey to respondent and the
effect such conveyance would have on its own property rights.
Ultimately, the circuit court found that Gravely's motion
to intervene was untimely, given that the matter had
previously been resolved by a bench trial, and denied the
same. Turning to respondent's motion, the circuit court
found that petitioner "failed to comply with the
December 1, 2016[, ] Order" and therefore granted the
motion to enforce that order and to award respondent
attorney's fees and costs in the amount of $4, 783.
Further, pursuant to Rule 70 of the West Virginia Rules of
Civil Procedure, the circuit court "execute[d] a Deed on
behalf of [petitioner] conveying the subject property to
[respondent] for the agreed upon consideration" as set
forth in the lease agreement. The circuit court's order
was entered on March 3, 2017.
March 8, 2017, petitioner filed a motion to amend the circuit
court's findings or make additional findings of fact, or,
alternatively, for a new trial or evidentiary hearing on the
issue of the form of the deed. By order entered on March 17,
2017, the circuit court denied petitioner's motion
without holding a hearing. As set forth above, petitioner
failed to appeal from any of these orders ruling on the
transfer of the property at issue.
April 21, 2017, Stephen L. Thompson, the escrow agent
handling the closing on the subject property, filed a
"Petition for Interpleader" seeking a ruling on the
distribution of funds held. On June 15, 2017, the circuit
court held a hearing upon the "Petition for
Interpleader." During the hearing, petitioner raised
issues with funds held in escrow for payments under the lease
from January of 2017 through closing, which the record
indicates did not take place "until April of 2017 . . .
." Because of the delay in closing, petitioner argued
that it was entitled to lease payments for the additional
time that respondent still had the benefit of the property.
Respondent, however, "argued that [petitioner] should
not benefit from its wrongful action and refusal to
comply" with the circuit court's prior orders.
Ultimately, the circuit court ruled that petitioner
"shall not be entitled to any of the funds held by this
Court for unpaid rents" and that the funds the circuit
court held as of the date of the hearing were "to be
paid unto Real Corp, LLC, care of Stephen L. Thompson . . .
." It is from the circuit court's June 26, 2017,
order ruling on the interpleader petition that petitioner
Court has previously established the following standard of
"In reviewing challenges to the findings and conclusions
of the circuit court made after a bench trial, a two-pronged
deferential standard of review is applied. The final order
and the ultimate disposition are reviewed under an abuse of
discretion standard, and the circuit court's underlying
factual findings are reviewed under a clearly erroneous
standard. Questions of law are subject to a de novo
review." Syllabus Point 1, Public Citizen, Inc. v.
First National Bank in Fairmont, 198 W.Va. 329, 480
S.E.2d 538 (1996).
Syl. Pt. 1, Valentine & Kebartas, Inc. v.
Lenahan, 239 W.Va. 416, 801 S.E.2d 431 (2017). On
appeal, petitioner argues that in denying its request for
rent payments for the period of January of 2017 through April
of 2017, the circuit court "levied additional sanctions
against [petitioner]" for the same issues that it
previously awarded sanctions in its March 3, 2017, order. We
note, however, that petitioner's ...