Wilson v. Gandis

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

David Wilson, individually and derivatively on behalf of
Carolina Custom Converting, LLC, Plaintiff,

v.

John Gandis, Andrea Comeau-Shirley, Zoi Films, LLC,
and Carolina Custom Converting, LLC, Defendants,

John Gandis and Andrea Comeau-Shirley, Third-Party
Plaintiffs,

v.

Carolina Custom Converting, LLC, Third Party
Defendant and Counterclaim Plaintiff,

v.

Dave Wilson, Steve Norvell, Neologic Distribution, Inc.
and Fresh Water Systems, Inc.,

Of Whom David Wilson, Neologic Distribution, Inc., and
Fresh Water Systems, Inc., are the Respondents,

and

John Gandis, Andrea Comeau-Shirley, and Carolina
Custom Converting, LLC, are the Appellants.

Appellate Case No. 2015-000476
Appeal From Greenville County
D. Garrison Hill, Circuit Court Judge

Unpublished Opinion No. 2018-UP-078
Heard November 8, 2017 – Filed February 7, 2018

AFFIRMED

Joseph Owen Smith, of Roe Cassidy Coates & Price, PA,
and D. Randle Moody, II, of Jackson Lewis, P.C., both of
Greenville, for Appellants John Gandis and Andrea
Comeau-Shirley; and Burl F. Williams, of Nexsen Pruet,
LLC, of Greenville, for Appellant Carolina Custom
Converting, LLC.

Bruce Bellinger Campbell, of Horton Law Firm, P.A., of
Greenville, for Respondents Neologic Distribution, Inc.
and Fresh Water Systems, Inc.; and W. Andrew Arnold,
of Horton Law Firm, P.A., of Greenville, for Respondent
David Wilson.

PER CURIAM: In this civil matter, Carolina Custom Converting, LLC (CCC),
John Gandis, and Andrea Comeau-Shirley appeal the circuit court's order finding
Gandis and Shirley "froze-out" David Wilson as the minority shareholder of CCC
and ordering Gandis and Shirley to buy out Wilson's interest in CCC. On appeal,
Gandis and Shirley argue the circuit court erred in (1) finding Wilson did not
breach his fiduciary duties to Gandis and Shirley, (2) finding Gandis and Shirley
froze-out and oppressed Wilson, (3) ordering them to buy out Wilson's interest
despite the absence of unconscionable conduct, and (4) awarding Wilson equitable
relief when he had unclean hands. CCC argues the circuit court erred in (1)
finding no trade secret existed under the South Carolina Trade Secret Act, (2)
finding CCC did not sufficiently safeguard its confidential information, (3) finding
CCC was not entitled to damages for trade secret misappropriation, and (4)
misapplying fiduciary duty law and the statute of limitations to the claims of
breach of fiduciary duty and usurpation of corporate opportunity. We affirm and
adopt the circuit court's order in full. See Byrd v. Livingston, 398 S.C. 237, 245,
727 S.E.2d 620, 624 (Ct. App. 2012) (adopting the circuit court's order as to some
issues); Grosshuesch v. Cramer, 367 S.C. 1, 6, 623 S.E.2d 833, 835 (2005)
(adopting the reasoning set forth in the circuit court's order as to some of the issues
on appeal).

AFFIRMED.

WILLIAMS, THOMAS, and MCDONALD, JJ., concur.