American Management Services East, LLC v. Fort Benning Family Communities, LLC
333 Ga. App. 664
| Ga. Ct. App. | 2015Background
- Georgia Court of Appeals reviews two summary judgments in a complex PMA-based dispute between Pinnacle (AMSE) and project Owners FBFC/FBRC over termination, fiduciary duties, fraud, RICO, and unjust enrichment.
- Pinnacle claimed wrongful termination of PMAs for Fort Benning and Fort Belvoir, asserting notice/cure rights and disputed misconduct.
- Owners sought declaratory judgment and several tort claims (fiduciary duty, aiding/abetting, fraud, RICO) arising from Pinnacle’s management of the projects.
- Evidence included alleged misconduct by Pinnacle employees in falsifying work-order data to inflate incentive fees.
- The trial court granted partial summary judgment to Owners on two Pinnacle wrongful termination claims and denied Pinnacle’s other motions; appellate review followed.
- Court holds judgment in part affirmed and in part reversed and remands for further analysis, applying Virginia/Georgia law where indicated.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether PMAs terminate automatically upon certain misconduct. | Pinnacle claims discretionary/notice-based termination. | Owners argue automatic termination under explicit default clauses. | PMAs terminate automatically for defined misconduct; summary judgment affirmed for those terms. |
| Whether Virginia’s economic loss rule bars tort claims. | Pinnacle contends tort claims independent of contract. | Owners seek tort remedies for fiduciary duties arising from contract. | Rule applied; rights reserved; issue remanded for Virginia/choice-of-law application. |
| Whether AMSE owed fiduciary duties and if they were breached. | FBRC asserts common-law fiduciary duties independent of contract. | Any fiduciary duty existed solely by contract; no independent tort duty. | Affirmed/held that fiduciary duty claim could not proceed independently under Georgia law for certain PMAs; reversed as to others. |
| Whether unjust enrichment survives express contract. | Owners seek recovery despite contracts. | Unjust enrichment not available where express contracts exist; against AMSE, reversed. | Unjust enrichment rejected against AMSE; dismissed; some claims against AMS reversed. |
Key Cases Cited
- Lau’s Corp. v. Haskins, 261 Ga. 491 (1991) (summary-judgment standards and admissibility discussed)
- Holden v. Smith, 236 Ga. App. 205 (1999) (default remedies require explicit intention to forfeit; forfeiture not automatic)
- White v. Shamrock Bldg. Systems, 294 Ga. App. 340 (2008) (tort/fiduciary-duty claims and stranger doctrine discussed)
- Pfeiffer v. Ga. Dept. of Transp., 275 Ga. 827 (2002) (new-arguments not raised below; summary judgment standards)
- Alexander v. GMC, 219 Ga. App. 660 (1995) (public policy/public policy exceptions to lex loci delicti)