Singh v. Sterling United, Inc.
326 Ga. App. 504
| Ga. Ct. App. | 2014Background
- Singh leased part of his commercial tract to Sterling United (gas station/convenience store) in 2004; lease included a $350,000 goodwill payment and a 10-year purchase option for certain "Real Property."
- Sterling United exercised the Purchase Option on March 14, 2011 and requested an appraiser designated by Singh to set fair market value; Singh responded that Sterling United was in default.
- Singh filed a magistrate dispossessory action; the case was transferred to superior court, Singh dismissed the dispossessory claim and pursued breach of contract and declaratory relief.
- Jury found Sterling United was not in default (as of March 14, 2011), awarded nominal damages ($1) and $266,218.09 in attorney fees/costs to Sterling United, and answered an interrogatory favoring specific performance; the trial court ordered specific performance (enforcing the Purchase Option).
- Singh appealed, challenging enforceability of the Purchase Option, the attorney-fee award, admissibility rulings, and certain crediting of rent; on cross-appeal he challenged a contempt finding and the trial court’s lease clarifications.
Issues
| Issue | Singh's Argument | Sterling United's Argument | Held |
|---|---|---|---|
| Enforceability of Purchase Option by specific performance | Option fails for uncertainty: property to be sold is not identified with sufficient definiteness | Option is clear (Exhibit A and lease language locate the property) | Reversed: option ambiguous/insufficiently definite for specific performance |
| Award of nominal damages plus decree of specific performance | Specific performance and damages could be double recovery | Damages sought independent for repair-related loss; no double recovery here | No double recovery problem because damages were for separate repair claims (affirmed as to nominal damages) |
| Attorney-fee award under OCGA § 13-6-11 | Fees improperly included costs of defending Singh’s claims and fees attributable to compulsory counterclaims | Fees authorized by statute/nominal-damages status and evidence of bad faith | Reversed: fees improperly awarded; fees for defending plaintiff’s claim and compulsory counterclaim not recoverable under § 13-6-11 |
| Contempt finding and lease clarification (cross-appeal) | Singh: trial court erred; Sterling United not ready/willing to close and court impermissibly modified judgment | Sterling United: Singh failed to comply with court order to provide lender/loan information and authorization | Contempt affirmed (Singh failed to provide required loan info); other relief/misc. clarifications moot given reversal on specific performance |
Key Cases Cited
- Smith v. Wilkinson, 208 Ga. 489 (classic rule: contract for land must be certain for specific performance)
- Plantation Land Co. v. Bradshaw, 232 Ga. 435 (specific performance not granted if land not clearly identified)
- Scheinfeld v. Murray, 267 Ga. 622 (land must be identified with reasonable definiteness or by a key to extrinsic evidence)
- Marshall v. Floyd, 292 Ga. App. 407 (option unenforceable where purchase provision fails to specify quantity of property)
- Byers v. McGuire Properties, 285 Ga. 530 (attorney fees under OCGA § 13-6-11 limited for plaintiff-in-counterclaim; compulsory counterclaims bar recovery)
- Sanders v. Brown, 257 Ga. App. 566 (defendant/counterclaimant cannot recover § 13-6-11 expenses for compulsory counterclaims)
- King v. Brock, 282 Ga. 56 (recovery of only nominal damages can establish prevailing-party status for some fee-shifting clauses)