685 Penn, LLC v. Stabilis Fund I, L.P.
316 Ga. App. 210
| Ga. Ct. App. | 2012Background
- BB&T sued 685 Penn, LLC, Adam Gaslowitz, and Gerie Gilbert for breach of a $1,500,000 promissory note and related guaranties.
- The note and security documents were executed October 2008; the loan was due October 2009 but not repaid; attempted extension discussions occurred late 2009.
- BB&T sold the note to Stabilis Fund I, L.P., which moved to substitute as real party in interest and renewed BB&T’s summary judgment motion.
- The trial court had previously granted BB&T’s summary judgment; after substitution, the court renewed the motion and granted summary judgment to Stabilis.
- Defendants appealed challenging lack of possession of the original note and whether promissory estoppel bar existed; the appellate court affirmed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Did Stabilis prove possession of the original note? | Stabilis relied on assignment of the loan documents and the grant of the security interest; transfer of the debtor obligation operates as assignment of the guaranty. | Stabilis failed to produce the original promissory note and therefore cannot establish standing. | No error; assignment of underlying obligation suffices; possession need not be proven. |
| Is there a genuine issue of material fact on promissory estoppel? | BB&T promised to extend or modify the loan terms, inducing reliance by defendants. | Promises were vague/indefinite, lacking definite terms such as interest rate, thus not supporting promissory estoppel. | No; promises were too vague, and no reasonable reliance established; summary judgment upheld. |
Key Cases Cited
- Matjoulis v. Integon Gen. Ins. Corp., 226 Ga. App. 459 (Ga. App. 1997) (illustrates real party in interest concepts)
- Austell Bank v. Nat. Bondholders Corp., 188 Ga. 757 (Ga. 1939) (early authority on representation and standing)
- Ga. Investments Intl. v. Branch Bank & Trust Co., 305 Ga. App. 673 (Ga. App. 2010) (failure to establish promise undermines promissory estoppel)
- Reuben v. First Nat. Bank of Atlanta, 146 Ga. App. 864 (Ga. App. 1978) (promise to make loan with no terms considered vague)
- Jones v. White, 311 Ga. App. 822 (Ga. App. 2011) (guidance on evidentiary standards in pleadings and proof)