Sean McElvaney v. Roumelco, LLC
331 Ga. App. 729
| Ga. Ct. App. | 2015Background
- McElvaney sued Roumelco and its principal for breach of contract, unjust enrichment, fiduciary duties, and related claims over a $300,000 investment in Roumelco's Park Vista project.
- Trial court granted summary judgment to Roumelco on all claims except unjust enrichment, concluding no enforceable ownership agreement existed.
- McElvaney and Roumelco allegedly formed an oral agreement in fall 2010 with 50% ownership and shared control, later supported by post-closing writings indicating McElvaney owned 47%.
- Documents and conduct show Roumelco admitted McElvaney’s 47% ownership in fall 2010 and December 2011, despite initial uncertainty about terms.
- McElvaney contributed funds (roughly $300k total, including $138k of his own money and $144k borrowed) to fund the purchase, with funds allegedly moving through Armada and Roumelco accounts.
- Court considered whether the agreement’s terms were definite enough to be enforceable and whether a receiver should be appointed for Roumelco.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether there was an enforceable ownership agreement | McElvaney: records show 47% ownership; post-closing memoranda confirm intent | Roumelco: initial terms were indefinite and not enforceable | Question of fact; summary judgment reversed |
| Whether the trial court abused discretion in denying a receiver | McElvaney seeks appointment to protect funds/assets | No owner interest shown; no standing | Remand for reconsideration; not moot |
Key Cases Cited
- Lau’s Corp. v. Haskins, 261 Ga. 491 (1991) (summary judgment standards; contract formation)
- Razavi v. Shacklford, 260 Ga. App. 603 (2003) (profit-sharing vague; performance does not cure indefiniteness)
- Green v. Zaring, 222 Ga. 195 (1966) (uncertainty cured by conduct; enforceability depends on certainty)
- Mon Ami Intl. v. Gale, 264 Ga. App. 739 (2003) (definite employment-based ownership interest sufficient to enforce)
- Kitchen v. Insuramerica Corp., 296 Ga. App. 739 (2009) (indefiniteness may be cured by subsequent words or actions)
- Crook v. Citizens Bank of Blakely, 153 Ga. 301 (1922) (receiver appointments in equitable title scenarios)