Tela Investments, LLC v. Ehsan Razavi
831 S.E.2d 175
Ga. Ct. App.2019Background
- Tela Investments (landlord) and Ehsan Razavi (tenant) entered a residential lease with an option to purchase; amended in 2014 to set option price at $138,000 and lease expiration May 30, 2017.
- Tela notified Razavi in Oct. 2016 that the lease was terminated for unpaid amounts (~$2,919); Razavi delivered checks for the arrearage and November rent in Nov. 2016.
- Tela filed a dispossessory affidavit Nov. 30, 2016; Razavi answered and counterclaimed for breach of contract, specific performance, fraud, and related claims.
- At summary judgment the trial court granted Razavi summary judgment on Tela’s dispossessory action and attorney-fee claim under the lease, denied Tela summary judgment on several of Razavi’s counterclaims, and ordered Razavi to deposit $138,000 into the court registry.
- On appeal this Court affirmed the summary judgment rulings for the parties except it reversed the order requiring deposit of the full purchase price into the registry as defeating the parties’ intent under the option.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Right to dispossess after alleged lease termination for nonpayment | Tela: default allowed termination and dispossessory action | Razavi: Tela accepted/retained rent checks after alleged termination, waiving forfeiture | Court: Held for Razavi — landlord’s acceptance of rent after breach waives forfeiture and defeats dispossession |
| Enforceability of lease attorney-fee provision | Tela: fee provision enforceable because lease was commercial in nature | Razavi: lease is residential; OCGA § 44-7-2(c) voids unilateral fee provisions | Court: Held for Razavi — lease is residential and unilateral fee clause is unenforceable |
| Tenant’s breach-of-contract counterclaims (failure to maintain) | Tela: tenant obligated by lease to make certain repairs; thus no landlord liability | Razavi: landlord has non-waivable duty to repair under OCGA § 44-7-2(b) and related statutes | Court: Denied Tela summary judgment — genuine issues of fact exist on landlord’s repair obligations and damages |
| Specific performance of option to purchase | Tela: Razavi failed to tender purchase price, so no specific performance | Razavi: tender was excused because Tela declared the contract terminated and would not accept tender | Court: Denied Tela summary judgment — factual dispute whether tender was excused/would have been futile |
| Fraud counterclaim | Tela: allegations amount to mere contract dispute | Razavi: alleged misrepresentations, promises not intended to be kept, and scheme to strip option rights | Court: Denied Tela summary judgment — evidence suffices to raise triable issues on fraud elements |
| Payment into court registry | Tela: N/A (appellant) | Razavi: deposit of full purchase price defeats option’s intent and practical ability to obtain financing | Court: Reversed trial court’s order requiring deposit — would frustrate parties’ intent under option agreement |
Key Cases Cited
- C & A Land Co. v. Rudolf Inv. Corp., 163 Ga. App. 832 (landlord’s acceptance of rent after breach waives forfeiture)
- Kunian v. Mangel Stores Corp., 140 Ga. App. 244 (acceptance of rent after default precludes dispossessory proceedings)
- Cowart v. Widener, 287 Ga. 622 (nonmoving party must point to record evidence to avoid summary judgment)
- Nowlin v. Davis, 245 Ga. App. 821 (tender excused where seller’s conduct shows refusal to accept)
- Fox Run Props. v. Murray, 288 Ga. App. 568 (seller waived tender by notifying buyer it would not attend closing)
- Brown v. Morton, 274 Ga. App. 208 (elements of fraud defined)
- JTH Tax, Inc. v. Flowers, 302 Ga. App. 719 (fraud generally a jury question; slight circumstances may suffice)
- Roach v. Roach, 237 Ga. App. 264 (appellant must show error affirmatively by the record)
- Cook v. Smith, 349 Ga. App. 16 (appellate brief and record-citation requirements; deficient briefs risk forfeit of claims)