Brazeal v. Newpoint Media Group, LLC
340 Ga. App. 689
| Ga. Ct. App. | 2017Background
- Brazeal was hired as CFO under a one-year employment agreement (with automatic one-year renewals absent 90-days’ written non-renewal).
- The agreement also allowed NewPoint to terminate employment at any time with 30 days’ written notice (with or without cause) and included a severance provision payable on a termination without cause.
- In March 2013 NewPoint notified Brazeal it would not renew his initial term under the Agreement’s non-renewal provision (Section 1); NewPoint had been searching for his replacement earlier but did not inform Brazeal.
- Brazeal sued claiming breach of contract (severance) and breach of the implied covenant of good faith and fair dealing, alleging NewPoint used non-renewal to avoid severance obligations under the termination provision (Section 6/7).
- On prior appeal (Brazeal I) the Court upheld summary judgment against Brazeal’s contract/severance claim but left the implied-covenant claim unresolved; on remand the trial court granted summary judgment to NewPoint on the implied-covenant claim and this appeal followed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether NewPoint’s invocation of the Agreement’s non-renewal clause violated the implied covenant of good faith and fair dealing | Brazeal: NewPoint opportunistically chose non-renewal instead of terminating without cause to avoid severance, breaching implied duty | NewPoint: Parties bargained for multiple termination mechanisms; NewPoint had the express contractual right to non-renew and may choose available remedies | Court: Affirmed summary judgment for NewPoint — using an expressly provided contract option is not a breach of the implied covenant |
Key Cases Cited
- Brazeal v. NewPoint Media Group, LLC, 331 Ga. App. 49 (769 S.E.2d 763) (prior appellate decision in the same case)
- Hunting Aircraft, Inc. v. Peachtree City Airport Auth., 281 Ga. App. 450 (636 S.E.2d 139) (implied duty requires good faith in performance and discretionary decisions)
- Martin v. Hamilton State Bank, 314 Ga. App. 334 (723 S.E.2d 726) (parties may enforce expressly negotiated contractual remedies; good faith does not bar use of express rights)
- ULQ, LLC v. Meder, 293 Ga. App. 176 (666 S.E.2d 713) (discretion limited by contract language like "best interests," requiring good-faith exercise)
- Automatic Sprinkler Corp. v. Anderson, 243 Ga. 867 (257 S.E.2d 283) (no breach of implied covenant where party does what contract expressly allows)