375 Ga. App. 567
Ga. Ct. App.2025Background
- Toll Brothers (Toll) and The Larkabit Partnership (Larkabit), along with associated individuals, entered into an agreement for Toll to purchase property owned by Larkabit and other parties.
- The agreement required an additional document (Exhibit B) to specify critical terms: the exact acreage to be conveyed, easements, and grading plans; this was never executed despite repeated requests.
- Toll paid deposits, began rezoning efforts, and attempted to close on the property, but Larkabit insisted on strict compliance with the agreement, including the execution of Exhibit B.
- Larkabit did not attend the scheduled closing, and Toll sued for breach of contract, fraud, negligent misrepresentation, promissory estoppel, unjust enrichment, and attorney fees; Larkabit sought summary judgment on all claims.
- The trial court granted summary judgment for Larkabit on the contract and tort claims but allowed the equitable claims (promissory estoppel, unjust enrichment, attorney fees) to proceed.
- Both parties appealed: Toll challenged the adverse rulings on its claims, and Larkabit appealed the denial of summary judgment on the equitable claims.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Breach of Contract | Parties assented to all terms; contract enforceable | No agreement on essential terms; contract unenforceable | For Larkabit: No enforceable contract as to property description |
| Fraud / Negligent Misrepresentation | Larkabit made false statements inducing reliance | Any statements were conditional or not false; Toll failed due diligence | For Larkabit: No actionable misrepresentation or justified reliance |
| Promissory Estoppel | Larkabit promised to convey; Toll relied to its detriment | No reasonable reliance; no enforceable promise | For Larkabit: No reasonable reliance, just an agreement to agree |
| Unjust Enrichment (deposits) | Larkabit retained $145K in deposits; unjustly benefitted | Deposits were per contract; Toll assumed risk | For Toll (partial): Issue of fact re: deposits survives summary judgment |
Key Cases Cited
- Makowski v. Waldrop, 262 Ga. App. 130 (addresses Statute of Frauds property description requirements)
- Scheinfeld v. Murray, 267 Ga. 622 (agreement void if property description insufficient)
- Miami Heights LT v. Home Depot U.S.A., 283 Ga. App. 779 (unenforceability of agreements to agree)
- Morris v. Britt, 275 Ga. App. 293 (unjust enrichment and expectations for recovery)
- Farmer v. Farmer, 371 Ga. App. 156 (survival of unjust enrichment claim where benefit conferred but contract unenforceable)