Penland Automotive, LLC v. Dealer Financial Holdings, LLC

THIS OPINION HAS NO PRECEDENTIAL VALUE. IT SHOULD NOT BE
CITED OR RELIED ON AS PRECEDENT IN ANY PROCEEDING
EXCEPT AS PROVIDED BY RULE 268(d)(2), SCACR.

THE STATE OF SOUTH CAROLINA
In The Court of Appeals

Penland Automotive, LLC, and Charles W. Penland, Jr.,
Respondents,

v.

Dealer Financial Holdings, LLC, Steve Lanzl, and Daniel
B. Haight, Appellants.

Appellate Case No. 2023-001053

Appeal From Greenville County
J. Derham Cole, Circuit Court Judge

Unpublished Opinion No. 2026-UP-021
Heard November 5, 2025 – Filed January 21, 2026

AFFIRMED

Robert Hope Jordan, of Parker Poe Adams & Bernstein,
LLP, of Charleston, and Emily Irene Bridges, of Parker
Poe Adams & Bernstein, LLP, of Greenville, both for
Appellants.

Jason Michael Imhoff, of Imhoff Law Firm, of Greenville,
for Respondents.
PER CURIAM: Appellants Dealer Financial Holdings, LLC; Daniel B. Haight;
and Steve Lanzl (collectively, Dealer Financial) appeal the circuit court's order
denying their motion to strike Respondents' jury demand. Appellants argue the
circuit court erred by finding that Respondents Penland Automotive, LLC and
Charles W. Penland, Jr. (collectively, Penland) did not waive their right to a jury
trial in a 2016 financing agreement. We affirm.

FACTS AND PROCEDURAL HISTORY

Appellants Daniel B. Haight and Steve Lanzl are, respectively, the president
and chief operating officer of Dealer Financial Holdings, LLC (Dealer Financial
Holdings), a financing company that offers floor-plan financing1 to car dealerships.
Respondent Charles W. Penland, Jr. (Mr. Penland) is the sole owner of Penland
Automotive, LLC (Penland Automotive), a used car dealership.2

On November 21, 2016, Penland and Penland Properties II, LLC entered into
a written loan and security agreement with Dealer Financial Holdings (the 2016
Agreement). Under this agreement, Dealer Financial Holdings provided floor-plan
financing to Penland Automotive in the form of cash advances. Section 17 of the
2016 Agreement addressed Penland's and Dealer Financial Holdings' rights to a jury
trial:

TO THE EXTENT PERMITTED BY APPLICABLE
LAW, EACH GRANTOR AND [DEALER FINANCIAL
HOLDINGS] HEREBY . . . WAIVE ANY AND ALL
RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING IN CONNECTION WITH THIS
AGREEMENT, ANY RELATED AGREEMENT, THE
LIABILITIES, ALL MATTERS CONTEMPLATED
HEREBY AND DOCUMENTS EXECUTED IN
CONNECTION HEREWITH, AND ANY AND ALL
CAUSES OF ACTION IN ANY WAY RELATING TO ANY
MATTER BETWEEN THEM WHETHER ARISING
FROM OR RELATING TO THIS AGREEMENT OR ANY
RELATED AGREEMENT, OR ARISING FROM

1
Floor-plan financing is a line of credit extended to car dealerships to purchase
vehicles or equipment and is usually paid back as the dealership sells its inventory.
See Floor-Plan Financing, Black's Law Dictionary (12th ed. 2024).
2
Mr. Penland is also the sole owner of Penland Properties II, LLC.
ALLEGED EXTRA-CONTRACTUAL FACTS PRIOR TO,
DURING, OR SUBSEQUENT TO THIS AGREEMENT
AND REGARDLESS OF THE LEGAL THEORY UPON
WHICH SUCH MATTER IS ASSERTED . . . .

(emphasis added). Additionally, Mr. Penland signed a demand note on behalf of
Penland Automotive and individually signed a guaranty; both documents noted that
Dealer Financial Holdings was or would continue making future advances to
Penland Automotive, indicated that the 2016 Agreement defined any terms
incorporated in but not defined in the documents, and included jury trial waiver
provisions identical to the provision in the 2016 Agreement.

The parties maintained their floor-plan financing arrangement under the 2016
Agreement for approximately three years.3 On February 20, 2019, Penland
Automotive told Dealer Financial Holdings that it no longer needed Dealer Financial
Holdings' services and to "close and deactivate [the] floor[]plan" associated with the
2016 Agreement. Dealer Financial Holdings subsequently closed Penland
Automotive's account.

In June 2020, Penland was in search of a new floor-plan financing company
due to financial constraints caused by the COVID-19 pandemic. Penland found that
Upstate Auto Auction (Upstate Auto) did not charge the same fees and costs as
Dealer Financial Holdings but before it would enter a contract with Penland, Upstate
Auto required Penland Automotive to remove an outstanding lien4 held by Dealer
Financial Holdings. Dealer Financial Holdings did not remove the lien; instead,
Penland and Dealer Financial began negotiating to renew their floor-plan financing
arrangement.

In a July 6, 2020 letter, Appellant Daniel B. Haight informed Penland that a
new floor-plan financing agreement would be prepared and available for Penland
Automotive and Dealer Financial Holdings to sign, but the companies never signed

3
The parties also altered the terms of the 2016 Agreement, either by email or written
agreement, but none of the amendments concerned the jury trial waiver provision.
4
Upstate Auto was concerned that the lien would give Dealer Financial Holdings
priority over Upstate Auto interest's in Penland's floor plan if Upstate Auto entered
into a contract with Penland.
a new written financing agreement.5 Penland expected the terms of the new
agreement to be identical to Upstate Auto's proposed terms, which Penland alleged
Dealer Financial Holdings promised to incorporate in the new agreement. Though
the parties did not execute a new written agreement, it is not disputed that Dealer
Financial Holdings resumed advancing money to Penland Automotive to purchase
vehicles and make loan payments back to Dealer Financial Holdings.

In an October 8, 2020 letter, Haight notified Penland that due to a change in
Penland Automotive's management structure, Dealer Financial Holdings was
accelerating repayment and demanding immediate payment of the remaining loan
balance, referencing Penland's payment obligations under the 2016 Agreement. The
parties disagreed on whether the 2016 Agreement governed the advances Dealer
Financial Holdings made after they renewed their financing arrangement in 2020;
Penland eventually filed this action against Dealer Financial. In its complaint,
Penland requested a jury trial and raised the following causes of action: (1) breach
of covenant of good faith and fair dealing; (2) unfair trade practices; (3) conversion;
(4) breach of verbal contract; (5) recission of verbal contract; (6) fraudulent
inducement to enter a contract; (7) negligent misrepresentation; and (8) defamation
per se.

Dealer Financial filed a motion to strike Penland's jury demand, arguing that
the jury trial waiver provision in the 2016 Agreement applied to all of Penland's
causes of action, and Penland subsequently filed a motion for partial summary
judgment that the 2016 Agreement did not govern the purported 2020 financing
arrangement. The circuit court, finding that a "genuine issue of material fact
exist[ed] relating to the continued applicability of the 2016 [l]oan [d]ocuments to the
reopened floor-plan financing relationship in 2020," denied both motions without
prejudice and with leave to renew the motions.

On September 28, 2022, Dealer Financial renewed its motion to strike
Penland's jury demand. The circuit court found that Penland "[did] not waive[] its
right to a trial by jury" and denied the motion by Form 4 order. This appeal followed.

ISSUE ON APPEAL

5
Though the July 6, 2020 letter included proposed terms, conditions, and guidelines
for the new floor-plan financing arrangement, none of the documentation referenced
the 2016 Agreement.
Did the circuit court err by finding that the 2016 Agreement did not waive
Penland's right to a jury trial in this case.

STANDARD OF REVIEW

"If a contract's language is plain, unambiguous, and capable of only one
reasonable interpretation, no construction is required and its language determines
the instrument's force and effect." Ecclesiastes Prod. Ministries v. Outparcel
Assocs., LLC, 374 S.C. 483, 499, 649 S.E.2d 494, 502 (Ct. App. 2007). While jury
trial waivers are strictly construed, they are nevertheless construed according to their
"plain, ordinary and popular meaning." Beach Co. v. Twillman, Ltd., 351 S.C. 56,
64, 566 S.E.2d 863, 866 (Ct. App. 2002), abrogated on other grounds by Deutsche
Bank Nat'l Tr. Co. v. Est. of Houck, 440 S.C. 409, 412-13, 892 S.E.2d 280, 281-82
(2023).

LAW AND ANALYSIS

Dealer Financial argues that the jury trial waiver provision in the 2016
Agreement applies to all of Penland's causes of action. We disagree.

In South Carolina, "[a] party may waive the right to a jury trial by contract."
Skywaves I Corp. v. Branch Banking & Tr. Co., 423 S.C. 432, 449, 814 S.E.2d 643,
652 (Ct. App. 2018) (alteration in original) (quoting Wachovia Bank, Nat'l Ass'n v.
Blackburn, 407 S.C. 321, 332, 755 S.E.2d 437, 443 (2014), abrogated on other
grounds by Deutsche Bank Nat'l Tr. Co., 440 S.C. at 412-13, 892 S.E.2d at 281-82).
"The right of trial by jury is highly favored, and waivers of the right are always
strictly construed and not lightly inferred or extended by implication." Keels v.
Pierce, 315 S.C. 339, 342, 433 S.E.2d 902, 904 (Ct. App. 1993); see also Wachovia
Bank, 407 S.C. at 325-27, 755 S.E.2d at 439-40 (finding, in a bank's foreclosure
action for failure to make payments under a note, a jury trial waiver provision was
enforceable against borrowers' counterclaims when the note and corresponding
guaranty waived borrowers' right to a jury trial in "any litigation based on . . . or in
connection with [the] note"); Beach Co., 351 S.C. at 63-64, 566 S.E.2d at 866
(finding, in a landlord's eviction action for a tenant's failure to pay rent, a jury trial
waiver provision was enforceable against the tenant's counterclaims when the lease
waived the right to a jury trial in any summary proceeding for nonpayment of rent
brought by the landlord and any counterclaims brought by the tenant). "In absence
of an express agreement or consent, a waiver of the right to a jury trial will not be
presumed." Keels, 315 S.C. at 342, 433 S.E.2d at 904.
Here, the jury trial waiver provision in the 2016 Agreement applied to claims
brought by either side "regardless of the legal theory" asserted under each claim.
Nevertheless, the provision only applied if such claims fell into the following
categories: (1) claims in connection with, arising from, or related to the 2016
Agreement; (2) claims in connection with, arising from, or related to any agreements
related to the 2016 Agreement; and (3) claims in connection with, arising from, or
related to any alleged extra-contractual facts before, during, or after the parties
executed the 2016 Agreement.

It is undisputed that in November 2016 the parties entered into an agreement
containing a jury trial waiver provision. It is also undisputed that around the time
the parties executed the 2016 Agreement, Mr. Penland signed a demand note and
guaranty, both of which referenced—and contained jury trial waiver provisions
identical to—the 2016 Agreement. Thus, the plain language of the jury trial waiver
provision would apply to claims concerning the 2016 Agreement and corresponding
demand note and guaranty. However, by closing Penland Automotive's floor-plan
account associated with the 2016 Agreement upon Penland Automotive's request in
2019, the parties effectively ended their financing arrangement and terminated the
2016 Agreement.

It is also undisputed that the parties intended to resume a floor-plan financing
arrangement in 2020; Dealer Financial Holdings resumed advancing funds to
Penland Automotive, and Penland Automotive used the funds and made payments
back to Dealer Financial Holdings. Regardless, nothing in the record indicates that
all parties intended to carry all the terms of the 2016 Agreement, including the jury
trial waiver provision, over to the 2020 financing arrangement between the parties.
Haight provided Penland with proposed terms, conditions, and guidelines for the
new arrangement, but none of the documentation Haight provided referenced the
2016 Agreement. Additionally, Penland alleges that Dealer Financial Holdings
promised the written contract for the 2020 arrangement would contain the same
terms offered by Upstate Auto, and nothing in the record shows that Upstate Auto's
terms included a jury trial waiver provision. Further, Penland's causes of action
revolve around either the inherent disagreements between the parties as to the
governing terms of the purported arrangement or the parties' conduct following such
disagreements.

Due to the lack of evidence supporting a conclusion that the parties integrated
the terms of the 2016 Agreement into the 2020 financing arrangement, we hold
Penland's claims are not in connection with, arising from, or related to the 2016
Agreement, the demand note, nor the guaranty. Further, we hold Penland's causes
of action in its complaint, which involve disagreements regarding the 2020
arrangement between the parties and their conduct following those disagreements,
do not concern extra-contractual facts surrounding the 2016 Agreement. Thus, the
circuit court's order is

AFFIRMED.

KONDUROS, GEATHERS, and VINSON, JJ., concur.