CALDWELL Et Al. v. CHURCH
341 Ga. App. 852
| Ga. Ct. App. | 2017Background
- Emil and Joanne Caldwell sold the assets of Sugar Daddy’s Bar and Grill to Virginia Church under a written asset-purchase contract containing a merger ("Entire Agreement") clause. Purchase closed September 15, 2014.
- The contract required that inventory, equipment, and fixtures be located at the business address at closing and not removed without the buyer’s written consent. Church operated the business after closing (using Joanne Caldwell’s liquor license) until January 10, 2015.
- On January 10, 2015, the Caldwells reentered the premises, ejected Church, changed the locks, operated the business themselves, and later removed inventory and equipment to private storage.
- Church sued Emil Caldwell for breach of contract and fraud, and sued both Caldwells for trespass, conversion, attorney fees (OCGA § 13-6-11), and punitive damages; the Caldwells counterclaimed for breach based on an alleged contemporaneous oral modification requiring Church to obtain licenses/insurance.
- The trial court granted summary judgment to Church on breach of contract, granted judgment on the pleadings to Church on trespass and conversion, granted judgment on the pleadings to Church on attorney fees and punitive damages, dismissed the Caldwells’ counterclaim, and denied a protective order limiting discovery of Emil Caldwell’s net worth.
- The Court of Appeals affirmed summary judgment on breach, affirmed judgment on the pleadings for trespass and conversion, reversed the grants as to attorney fees and punitive damages (those are for the trier of fact), affirmed dismissal of the counterclaim, and affirmed denial of the protective order.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Emil breached the written contract by removing equipment | Church: contract forbids removal without her written consent; testimony shows Emil removed equipment | Caldwell: alleged contemporaneous oral agreement required Church to obtain licenses/insurance and thus altered rights/ownership | Court: Summary judgment for Church; merger clause bars using oral contemporaneous agreement to modify written contract; no triable issue raised by Caldwell |
| Whether the Caldwells’ retaking constituted trespass to personalty | Church: Caldwells admitted changing locks and operating business using her property without permission | Caldwells: retaking authorized by Church’s alleged failure to obtain licenses/insurance under oral agreement | Court: Judgment on the pleadings for Church; pleadings + contract (incorporated) show Church owned property and no authorization for takeover |
| Whether the Caldwells’ conduct was conversion | Church: ejecting her, changing locks, and exercising dominion over inventory/equipment is conversion | Caldwells: conduct justified by alleged oral agreement breach | Court: Judgment on the pleadings for Church; undisputed acts establish conversion; alleged oral defense invalid under merger clause |
| Whether attorney-fee and punitive-damages claims could be resolved on the pleadings | Church: pleaded OCGA § 13-6-11 fees and punitive damages (requested jury determination) | Caldwells: sought judgment on pleadings dismissing these claims | Court: Reversed court’s judgment on these claims — both issues are for the trier of fact and cannot be resolved on pleadings/motion for summary judgment |
Key Cases Cited
- First Data POS v. Willis, 273 Ga. 792 (2001) (prior or contemporaneous oral representations are merged into a written contract with an entire-agreement clause and cannot vary its terms)
- Cowart v. Widener, 287 Ga. 622 (2010) (de novo review and summary judgment standards)
- Lau’s Corp. v. Haskins, 261 Ga. (1991) (nonmovant cannot rest on pleadings when movant meets summary-judgment burden)
- Covington Square Assoc. v. Ingles Mkts., 287 Ga. 445 (2010) (attorney-fee awards under OCGA § 13-6-11 are for the jury; summary judgment inappropriate)
- Metro Atlanta Task Force for the Homeless v. Ichthus Community Trust, 298 Ga. 221 (2016) (determination of bad faith under OCGA § 13-6-11 is normally for the jury)