Ingles Markets Incorporated et al v. Maria LLC et al

Filing 101

ORDER denying 98 Motion to Alter Judgment Signed by Honorable Mary Geiger Lewis on 1/23/2017.(abuc)

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF SOUTH CAROLINA
SPARTANBURG DIVISION
INGLES MARKETS, INC. and SKY KING,
INC.,
Plaintiffs,
vs.
MARIA, LLC,
Defendant.

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Civil Action No. 7:14-4828-MGL

MEMORANDUM OPINION AND ORDER
DENYING DEFENDANT’S MOTION TO ALTER OR AMEND JUDGMENT
I.

INTRODUCTION
This is an action for specific performance and declaratory and injunctive relief seeking to

prevent Defendant from proceeding with certain commercial construction.

The Court has

jurisdiction over this matter under 28 U.S.C. § 1332. Pending before the Court is Defendant’s
Motion to Alter or Amend Judgment (Defendant’s Motion) under Rules 59(e) and 52(b) of the
Federal Rules of Civil Procedure.
In Defendant’s Motion, it requests the Court alter or amend its October 18, 2016, Order
(Order) entering judgment in favor of Plaintiffs on their claim for injunctive relief. Having
carefully considered Defendant’s Motion, the response, the reply, the record, and the applicable
law, it is the judgment of the Court Defendant’s Motion will be denied.

II.

FACTUAL AND PROCEDURAL HISTORY
The background facts relevant to this Motion are undisputed. Plaintiff Ingles Markets, Inc.

(Ingles) leases commercial retail space in a shopping center (the Shopping Center) in Spartanburg,
South Carolina, owned by Plaintiff Sky King, Inc. (Sky King). Jaylin Spartanburg South, LLC
(Jaylin) was the original owner of the Shopping Center. Jaylin recorded a Declaration of
Reciprocal Easements (REA) for the Shopping Center in the Spartanburg County Register of
Deeds on June 10, 2002.
The REA sets forth certain use and development restrictions for the Shopping Center.
Paragraph 5.3 is the portion of the REA at issue in this matter. It provides:
5.3 Restrictions Relating to Development. Development and use restrictions
shall limit the construction to be performed on Parcels 1, 2 and 3 to the construction
of one building of one story and no more than twenty-four (24) feet in height in the
locations, and with the requisite parking spaces, shown on Exhibit “E” attached
hereto.
ECF No. 1-3 at 7. Exhibit E, however, was not attached to the REA recorded in the Register of
Deeds.
Bill and Miriam Akkary (the Akkarys) are the controlling owners of Defendant. They have
operated two businesses in the Shopping Center since around 2001 when they first entered into
leases with Jaylin. On or about January 7, 2011, the Akkarys entered into a contract with Jaylin
for the purchase of .91 acres, which is the subject of this litigation (Subject Property). The REA
is included in the chain of title of the Subject Property, and Jaylin provided a copy of the REA to
the Akkarys. Jaylin did not, however, provide a copy of the Exhibit E referenced in ¶ 5.3 of the
REA to the Akkarys.
After owning the Subject Property for several years, the Akkarys, operating through
Defendant, entered into an agreement for the construction of a single building of approximately

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8,800 square feet on the Subject Property. Shortly after learning about Defendant’s proposed
construction, Plaintiffs filed their Complaint on December 22, 2014. ECF No. 1. In the Complaint,
Plaintiffs contend Defendant’s proposed development of the Subject Property violates the REA,
specifically ¶ 5.3 of the REA and Exhibit E referenced in that paragraph. The Complaint seeks,
among other things, a permanent injunction prohibiting Defendant from constructing any building
on the Subject Property in violation of the REA, including Exhibit E.
After the Court ruled on motions for summary judgment filed by Defendant and Plaintiffs,
the only issues remaining in the case were whether the document proffered by Plaintiffs as Exhibit
E to the REA was in fact agreed to by Jaylin and intended to be filed with the REA and whether
Defendant had actual or constructive notice of the document such that a permanent injunction
should be issued. See ECF No. 80.
The Court held a bench trial on August 17, 2016, and September 27, 2016, to resolve these
issues. ECF Nos. 85, 91. The Court issued its Findings of Fact and Conclusions of Law on October
18, 2016, holding for the Plaintiff on the remaining issues and permanently enjoining Defendant
from erecting any building on the Subject Property except in strict compliance with the REA and
Exhibit E. ECF No. 96.
Defendant filed its Motion to Alter or Amend Judgment on November 14, 2016. ECF No.
98. Plaintiffs responded on December 1, 2016, ECF No. 99, and Defendant filed a reply on
December 12, 2016, ECF No. 100. The Court, having been fully briefed on the relevant issues, is
now prepared to discuss the merits of Defendant’s Motion.

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III.

STANDARD OF REVIEW
There are only three limited bases for a district court to grant a Rule 59(e) motion to alter

or amend judgment: “(1) to accommodate an intervening change in controlling law; (2) to account
for new evidence not available at trial; or (3) to correct a clear error of law or prevent manifest
injustice.” Hutchinson v. Staton, 994 F.2d 1076, 1081 (4th Cir. 1993). A Rule 59(e) motion “may
not be used to relitigate old matters, or to raise arguments or present evidence that could have been
raised prior to the entry of judgment.” Exxon Shipping Co. v. Baker, 554 U.S. 471, 486 n.5 (2008)
(internal quotation marks omitted). Further, “mere disagreement [with a district court’s ruling]
does not support a Rule 59(e) motion.”

Hutchinson, 994 F.2d at 1082.

“In general[,]

reconsideration of a judgment after its entry is an extraordinary remedy which should be used
sparingly.” Pac. Ins. Co. v. Am. Nat’l Fire Ins. Co., 148 F.3d 396, 403 (4th Cir.1998) (internal
quotation marks omitted).
Rule 52(b) provides in relevant part: “On a party’s motion filed no later than 28 days after
the entry of judgment, the court may amend its findings—or make additional findings—and may
amend the judgment accordingly.” Fed. R. Civ. P. 52(b).

IV.

CONTENTIONS OF THE PARTIES
Defendant first argues in its Motion the Court should alter or amend its Order because the

finding that the document Plaintiffs proffered as Exhibit E was agreed to by Jaylin and intended
to be filed with the REA is unsupported by evidence from Jaylin. Defendant maintains only a
representative of Jaylin can establish Jaylin agreed to the document offered as Exhibit E, and
Defendant notes Plaintiffs failed to provide such evidence.

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Defendant next asserts the Court should alter or amend its Order because the Court’s
holding that Defendant had constructive notice of the contents of Exhibit E is unsupported by
South Carolina case law. Defendant further alleges it was improper for the Court to issue a
permanent injunction in favor of Plaintiffs because Plaintiffs failed to establish the four factors
required for a permanent injunction. Lastly, Defendant avers the Court failed to address its
equitable arguments, and Defendant requests the Court alter or amend its judgment to find in favor
of Defendant based on such arguments.
Plaintiffs repudiate each of Defendant’s arguments and contend Defendant’s Motion must
be denied because it is an impermissible attempt to re-litigate issues already decided.

V.

DISCUSSION AND ANALYSIS
Defendant fails to specify in its Motion or reply upon which basis for altering or amending

a judgment under Rule 59(e) it is relying. Defendant, however, has offered no analysis of a change
in controlling law or new evidence unavailable at trial. Therefore, Defendant appears to be relying
on the third basis for granting a Rule 59(e) motion—“to correct a clear error of law or prevent
manifest injustice.” Hutchinson, 994 F.2d at 1081. The Court will consider each of Defendant’s
arguments in turn.
Defendant’s position concerning whether Jaylin agreed to the document Plaintiffs offered
as Exhibit E amounts to nothing more than an attempt to re-litigate the issue. Defendant maintains
the testimony of Ephraim Spielman offered by Plaintiffs to show Jaylin agreed to Exhibit E is
incredible and inadmissible and that Plaintiffs have failed to provide sufficient evidence to prove
Jaylin agreed to the document. Defendant, however, argued these points extensively during day
one of the trial. See ECF No. 94. Defendant objected to the testimony of Spielman numerous

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times, and the Court carefully considered and overruled such objections. See, e.g., id. at 22, 26,
27, 29, 31-31, 37-38. Likewise, Defendant thoroughly set forth its position Plaintiffs have failed
to satisfy their burden of proving Jaylin agreed to the document. Id. at 83-89. The Court explained
its contrary holding in in its Order. ECF No. 96 at 5-7.
Defendant’s argument regarding the Court’s holding that Defendant had constructive
notice of the contents of Exhibit E is also an impermissible attempt to re-litigate a matter already
decided. Issues pertaining to whether Defendant had notice of Exhibit E were copiously debated
during day two of the trial, see ECF No. 95, and the Court fully explained its holding that
Defendant had constructive notice in its Order, ECF No. 96 at 9-13. In Defendant’s Motion, it
attempts to distinguish case law cited in the Court’s Order and argues the Court’s constructive
notice holding should therefore be altered or amended. The Court is unpersuaded by Defendant’s
analysis of the relevant case law. For the reasons set forth in the Order, the Court is the opinion
relevant case law, as well as the testimony from day two of the trial, support its holding Defendant
had constructive notice of the contents of Exhibit E. See id. at 7-13.
Like Defendant’s first two contentions, Defendant’s position the Court should alter the
portion of its judgment granting a permanent injunction in favor of Plaintiffs is primarily a rehashing of Defendant’s arguments previously presented and fails to constitute grounds for altering
or amending the judgment under Rule 59(e). The only arguably new points Defendant raises in its
Motion regarding the granting of a permanent injunction are: (1) the Court improperly relied on
evidence not before it during the trial; (2) the Court inappropriately relied on a case from another
jurisdiction; (3) the holding monetary damages are impractical is unsupported by evidence; and
(4) the Court wrongfully concluded Defendant would suffer no harm. Defendant’s positions lack
merit.

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Defendant maintains it was improper for the Court to rely on deposition testimony of James
Lanning when determining whether Plaintiffs would suffer irreparable harm in the absence of an
injunction because Lanning’s deposition testimony was not offered into evidence during the trial.
The Court first notes Defendant has failed to cite any support for the proposition the Court
improperly considered Lanning’s deposition testimony and has thus failed to satisfy its burden of
proving the Court’s holding constitutes a clear error of law or manifest injustice. Furthermore,
Lanning’s deposition testimony was not central to the Court’s holding Plaintiffs would suffer
irreparable harm in the absence of an injunction. The crux of the Court’s holding is “[i]nterests in
real property, including leasehold interests, are unique and their deprivation may therefore
commonly result in irreparable harm.” ECF No. 96 at 14. Because interests in real property are
unique, and Plaintiffs would be deprived of certain property rights if the Court were to deny their
request for an injunction, the Court remains steadfast in its holding Plaintiffs would suffer
irreparable harm if it refused their request for an injunction.
Defendant further claims the case cited by the Court in its analysis of whether Plaintiffs
would suffer irreparable harm in the absence of an injunction, K-Mart Corp. v. Oriental Plaza,
Inc., 875 F.2d 907 (1st Cir. 1989), should have been ignored by the Court because it is from another
jurisdiction. Although K-Mart Corp. is indeed a decision from another jurisdiction, it is highly
informative in this case because it was cited in a South Carolina Court of Appeals opinion, HHHunt
Corp. v. Town of Lexington, 699 S.E.2d 699, 707 (S.C. Ct. App. 2010), for the proposition
monetary damages would provide an inadequate remedy for a party whose property rights are
violated. Thus, K-Mart Corp. is instructive on the standard for granting an injunction for
interference with property rights under South Carolina law, and the Court properly considered the

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case. Moreover, the Court’s analysis of K-Mart Corp. in the Order serves merely to provide
additional support for its holding; the holding is not dependent upon the opinion.
Defendant contends the Court’s holding a remedy of monetary damages would be
impractical is unsupported by evidence. Defendant avers its finances were not part of the trial and
asserts “this Court calculates damages at $73,000 per year, yet cites no evidentiary support from
the bench trial for this proposition.” ECF No. 98 at 12. Defendant misapprehends the Court’s
holding. The Court noted Plaintiffs calculate damages at approximately $73,000 a year, but it held
“it is impossible to calculate the damage done to the shopping center should Ingles decide to vacate
due to the loss of visibility, loss of brand, etc.” ECF No. 96 at 15. The Court reasoned there is no
adequate monetary remedy precisely because it is impossible to calculate damages in this situation.
Id. The Court’s holding regarding the lack of a monetary remedy is supported by sound reasoning.
Defendant is mistaken in asserting the Court calculated damages without evidentiary support.
Defendant is likewise mistaken in its contention the Court “conclusively finds that
Defendant will suffer no harm without considering that the Defendant purchased the property to
construct a building substantially different from the depiction on the purported Exhibit E.” ECF
No. 98 at 12. Defendant’s statement is inaccurate. The Court recognized Defendant “will
undoubtedly suffer some harm” but concluded the harm “is not so substantial as to render the
remedy of injunction unwarranted on these facts.” ECF No. 96 at 15.
Defendant’s remaining arguments regarding the Court’s granting of Plaintiff’s requested
permanent injunction have been previously raised by Defendant and rejected by the Court, and the
Court will therefore refrain from addressing them once again. In its Order, the Court carefully
analyzed the four elements a plaintiff must prove to prevail on a claim for a permanent injunction

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and found for Plaintiffs on each one. ECF No. 96 at 13-16. For the reasons set forth in the Order,
the Court remains convinced a permanent injunction is warranted in this case.
The final point raised in Defendant’s Motion is the Court supposedly failed to address
Defendant’s equitable arguments. Defendant requests the Court address its equitable arguments
and alter the Order to find for Defendant on such grounds. Defendant’s position is erroneous. The
Court explicitly balanced the equities when determining whether to issue an injunction in favor of
Plaintiffs and held the overall balance of the equities favored Plaintiffs. ECF No. 96 at 15-16.
Defendant’s equitable arguments were considered when balancing the equities, and it was
unnecessary for the Court to analyze each of Defendant’s equitable arguments distinctly.
For the reasons set forth above, Defendant has failed to show clear error or manifest
injustice sufficient to warrant the extraordinary remedy of altering or amending a judgment under
Rule 59(e). Apart from stating the bases for altering or amending a judgment under Rule 59(e),
Defendant has notably failed to allege explicitly that the Court’s Order must be altered or amended
to correct a clear error or prevent manifest injustice. Instead, Defendant simply attempts to relitigate issues already decided.
Defendant has likewise failed to convince the Court it should exercise its discretion to
amend its Order under Rule 52(b). The Court therefore declines Defendant’s invitation to do so.

VI.

CONCLUSION
Wherefore, based on the foregoing discussion and analysis, it is the judgment of the Court

that Defendant’s Motion to Alter or Amend Judgment is DENIED.

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IT IS SO ORDERED.
Signed this 23rd day of January 2017 in Columbia, South Carolina.
s/Mary Geiger Lewis______________
MARY GEIGER LEWIS
UNITED STATES DISTRICT JUDGE

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