331 Ga. App. 360
Ga. Ct. App.2015Background
- Netsoft and Flairsoft formed a business relationship after Netsoft sought a qualified SBA 8(a) partner following the death of its SBA 8(a) qualifying majority shareholder.
- Netsoft helped Flairsoft obtain government introductions and support, with Netsoft’s income to come from Flairsoft contracts secured through Netsoft’s introductions.
- In 2009 the parties entered into a Teaming Agreement for sharing work on Netsoft’s contract and its amendments; the 2009 Teaming Agreement was later said to have met its purpose and been completed.
- After Netsoft lost SBA 8(a) status, the parties entered subcontract agreements under Flairsoft’s prime contracts, with Netsoft providing specific employees for a percentage of Flairsoft’s work.
- Flairsoft later executed a 2012 Teaming Agreement draft (never signed by Flairsoft) that the parties acted as if executed for joint proposals and work allocation.
- Netsoft sued Flairsoft for breach of a quid pro quo contract; Flairsoft moved for summary judgment, which was granted at trial, prompting Netsoft’s appeal.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether there was a genuine fact question about a quid pro quo agreement. | Netsoft contends conduct created an independent, enforceable quid pro quo. | Flairsoft contends no quid pro quo agreement existed. | Yes; factual dispute precluded summary judgment. |
Key Cases Cited
- Thompson v. Floyd, 310 Ga. App. 674 (2011) (elements of contract and mutual assent in Georgia)
- Bedsole v. Action Outdoor Advertising JV, LLC, 325 Ga. App. 194 (2013) (course of conduct and mutual assent evidence)
- Durham v. Marchman, 246 Ga. 645 (1980) (conflicting affidavits present material issues of fact)
- City of Acworth v. John J. Harte Assoc., Inc., 165 Ga. App. 438 (1983) (conflicting affidavits indicate material factual issue)