Nebo Ventures, LLC v. Novapro Risk Solutions, L.P.
324 Ga. App. 836
| Ga. Ct. App. | 2013Background
- Nebo Ventures, LLC sued NovaPro Risk Solutions, L.P. for breach of contract and fraud; trial court granted partial summary judgment to NovaPro; Nebo appeals.
- Appellate review is de novo and views evidence in favor of Nebo as nonmovant.
- Nebo was entitled to a 5% fee of adjusted gross revenues under the Nebo Services Agreement for the City of Atlanta contracts.
- City contracts: 2004 City Contract (two-year term with renewal option) and 2009 City Contract; 2009 contract is not a renewal of 2004 contract.
- NovaPro paid Nebo 5% of the City contracts’ revenues through Miles; NovaPro sold assets to Carl Warren & Company in 2011 and ceased operations; Nebo alleged NovaPro breached by ceasing payments and misrepresenting bonuses.
- Nebo amended complaint to include a fraud claim alleging misrepresentation and concealment of approximately $1 million in performance bonuses from the City; Nebo discovered in discovery that bonuses were paid in 2005–2006.
- Trial court granted some summary judgments but denied others; issues remained for trial, including whether there was an enforceable extension of the Nebo Services Agreement and the forward-looking breach claims.
- The court ultimately remanded the forward-looking breach claims for trial and vacated the portion addressing them; judgment was affirmed in part and reversed in part.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Fraud viability against NovaPro | Nebo asserts NovaPro made false statements regarding bonuses to mislead Nebo. | NovaPro argues no justifiable reliance or fraud element. | Fraud claim viable; issues of material fact remain. |
| Punitive damages tied to fraud | Punitive damages depend on fraud finding. | If fraud fails, punitive damages fail. | Punitive damages remain viable with fraud. |
| Backward-looking breach outside statute of limitations | Some underpayment claims pre-date 2005 and are timely? | Statute bars older backward-looking claims. | Time-barred for pre-2005 claims; forward-looking remains. |
| Forward-looking breach and extension of Nebo Services Agreement | There was an enforceable extension; 2009 City Contract may trigger fee obligations. | 2009 City Contract not a renewal; need extension analysis. | Remand to determine if an enforceable extension existed and effect on forward-looking claims. |
Key Cases Cited
- Lakeside Investments Group v. Allen, 253 Ga. App. 448 (2002) (fraud elements and reliance standards)
- Dasher v. Davis, 274 Ga. App. 788 (2005) (fraud elements; reliance; knowledge)
- Everson v. Franklin Discount Co., 248 Ga. 811 (1982) (slight circumstances can prove fraud)
- Young v. W. S. Badcock Corp., 222 Ga. App. 218 (1996) (breach can be fraud when tortious duty exists)
- Cistola v. Daniel, 266 Ga. App. 891 (2004) (due diligence in fraud reliance; confidential relationships)
- Northwest Plaza v. Northeast Enterprises, 305 Ga. App. 182 (2010) (whether concealment affects due diligence and reliance)
- Power v. Ga. Exterminators, 243 Ga. App. 355 (2000) (defects not obvious; discovery rules in diligence)
- Brannen/Goddard Co. v. Sheffield, Inc., 240 Ga. App. 667 (1999) (renewal vs. new contract in commission disputes)
- A. B. & E. v. Bd. of Regents, 182 Ga. App. 671 (1987) (renewal concept in leases; whether terms remain substantially the same)
- Livoti v. Aycock, 263 Ga. App. 897 (2003) (renewal concept; continuation of same obligation)
- McKenna, Long & Aldridge v. Hall, Not cited in this excerpt; used in reasoning about remand scope (2013) (remand principles for appellate review)