                          UNPUBLISHED

UNITED STATES COURT OF APPEALS
                 FOR THE FOURTH CIRCUIT


THOROUGHBRED INDUSTRIES,                  
INCORPORATED, formerly known as
Baltic Industries, Incorporated,
                    Plaintiff-Appellee,
                 and
LAMA, INCORPORATED,
               Defendant-Appellee,
                                                 No. 00-2475
                  v.
JAMES P. WARREN,
              Defendant-Appellant,
                 and
C. RICHARD WARREN,
                           Defendant.
                                          
            Appeal from the United States District Court
          for the District of South Carolina, at Charleston.
                   David C. Norton, District Judge.
                  (CA-00-724-2-18, BK-99-1506-B)

                        Argued: May 7, 2001

                       Decided: July 30, 2001

       Before WIDENER and WILKINS, Circuit Judges, and
        Arthur L. ALARCON, Senior Circuit Judge of the
       United States Court of Appeals for the Ninth Circuit,
                      sitting by designation.



Affirmed by unpublished per curiam opinion.
2             THOROUGHBRED INDUSTRIES, INC. v. WARREN
                             COUNSEL

ARGUED: Stephen E. Carter, BETHEA, JORDAN & GRIFFIN,
P.A., Hilton Head, South Carolina, for Appellant. William Harold
Short, Jr., HAYNSWORTH SINKLER BOYD, P.A., Columbia,
South Carolina, for Appellee Lama; William Earl Calloway, Sr.,
ROBINSON, MENDOZA, BARTON, MCCARTHY & CAL-
LOWAY, P.A., Columbia, South Carolina, for Appellee Thorough-
bred Industries. ON BRIEF: Tara E. Nauful, HAYNSWORTH
SINKLER BOYD, P.A., Columbia, South Carolina, for Appellee
Lama.



Unpublished opinions are not binding precedent in this circuit. See
Local Rule 36(c).


                             OPINION

PER CURIAM:

   In this adversary proceeding, James P. Warren appeals from a deci-
sion of the district court denying his breach of contract claim against
Lama, Inc. (Lama) arising from a stock purchase agreement, and par-
tially denying his claim against Thoroughbred Industries (Thorough-
bred) for unpaid wages.

   Warren was an officer and director of Thoroughbred. Lama
acquired an 80% interest in Thoroughbred as part of a stock purchase
agreement that required Lama to make two payments of $285,000
each to Warren. Following a trial, the bankruptcy court entered judg-
ment in favor of Warren on his claim for unpaid wages but denied
Warren’s claim for triple damages and attorney’s fees. It found in
favor of Lama with respect to Warren’s claims under the stock pur-
chase agreement in which Warren claimed he was paid only $315,000
out of $570,000 promised. Warren appealed to the district court,
alleging that the bankruptcy court erred on 92 separate issues. The
district court reviewed Warren’s assignments of error, and in a 36-
              THOROUGHBRED INDUSTRIES, INC. v. WARREN                3
page opinion, affirmed in part and reversed in part the decision of the
bankruptcy court.

   Warren now appeals the decision of the district court and alleges
error on three issues.

   First, on appeal Warren argues that the district court erred by con-
cluding that Lama properly discharged its debt to Warren under the
stock purchase agreement when it transferred funds to Thoroughbred,
where Warren exercised extensive control over Thoroughbred and did
not object to the mode of payment. Warren also challenges the district
court’s conclusion that his failure to pay himself, when he could have,
from Thoroughbred’s account, amounted to an involuntary loan. Such
funds transferred from Lama to Thoroughbred were used at Warren’s
direction to pay Thoroughbred’s creditors.

  The answer to the first and second questions is contained in the
opinion of the bankruptcy court, which was quoted by the district
court, in pertinent part, as follows:

    Jim Warren concedes that he received from Thoroughbred
    $315,000.00 pursuant to the Stock Purchase Agreement.
    Warren Direct, Vol. 2 at 310, lines 18-21. In addition,
    although Jim Warren claims not to have received the bal-
    ance of the sums owed him under the Agreement, he con-
    cedes that Lama advanced over $4 million dollars to
    Thoroughbred. He further concedes that he exercised wide
    discretion over the funds transferred by Lama, so much so
    that, without written authorization from the Thoroughbred
    Board, he was free to transfer $260,000.00 out of Thorough-
    bred’s Master account unto his own. He was also free to
    make a $5,000.00 loan to his brother, to pay his brother a
    $500.00 bonus, and to pay off a $100,000.00 note of his
    brother’s owed to Palmetto Federal. Based on the foregoing,
    this Court finds that the weight of the evidence supports a
    finding that Jim Warren had the funds at his disposal with
    which to pay himself under the Stock Purchase Agreement,
    but chose, instead to re-loan these sums to Thoroughbred.
    This court finds that from November 1996 to March 1998,
    Jim Warren made $255,000.00 in involuntary loans to Thor-
4              THOROUGHBRED INDUSTRIES, INC. v. WARREN
      oughbred. This court finds that these loans were not autho-
      rized by the Thoroughbred Board of Directors and no notes
      were executed evidencing these loans. Consequently, this
      Court finds that Jim Warren is not entitled to recover inter-
      est on the sums loaned.

                                 * * *

      This Court finds that Lama made all of the payments
      required under the Stock Purchase Agreement. Conse-
      quently, the Court finds as a matter of law, that Lama did
      not breach its obligations under the Stock Purchase Agree-
      ment, that Lama paid the Total Consideration, and that Jim
      Warren is not entitled to recover damages against Lama
      under the Stock Purchase Agreement.

   We agree with the bankruptcy court and affirm the decision of the
district court denying liability in that respect.

  Warren’s third claim is that the award to him of $40,000 in back
wages should have been tripled under South Carolina Code § 41-10-
80(C) which is, in pertinent part, that:

      In case of any failure to pay wages due to an employee as
      required by Section 4-10-40 or 41-10-50 the employee may
      recover in a civil action an amount equal to three times the
      full amount of the unpaid wages, plus costs and reasonable
      attorney’s fees as the court may allow.

   The district court held that the evidence in this case suggested that
there was a bonafide dispute over wages due, and in such event the
code section just referred to was not obligatory but was permissive.
It affirmed the holding of the bankruptcy court, that the permissive
application was proper, and we agree.

    The judgment of the district court is accordingly

                                                          AFFIRMED.
