Thompson v. Floyd
310 Ga. App. 674
Ga. Ct. App.2011Background
- Thompson sued Floyd for breach of contract, promissory estoppel, and fraud related to Thompson’s work on Healthlogic’s sale to Bank of America.
- Healthlogic’s sale closed for $40 million; Thompson claimed fee as compensation for helping close the deal.
- Trial court granted Floyd summary judgment, holding any contract was with Healthlogic, not Floyd personally.
- Evidence included an envelope signed by Floyd with terms, Thompson’s testimony of an agreement with Floyd, and later communications about compensation.
- Bank of America acquisition proceeded in 2006; Thompson became Healthlogic CFO and later asserted he had a personal obligation from Floyd.
- Thompson sought $300,000 based on a 50,000 plus 5% of amount over 35 million; Floyd argued no binding personal obligation and that terms were too indefinite.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether a binding contract existed and whether Floyd was personally liable | Thompson | Floyd | Jur y must decide; material facts dispute personal vs. corporate liability. |
| Whether the contract terms were sufficiently definite | Thompson | Floyd | Evidence could show definite terms; not enough for summary judgment. |
| Whether promissory estoppel supports Thompson’s claim | Thompson | Floyd | Genuine issues preclude summary judgment on promissory estoppel. |
| Whether Thompson’s fraud claim survives summary judgment | Thompson | Floyd | Evidence supports elements of fraud; issue for the jury. |
Key Cases Cited
- Wojcik v. Lewis, 204 Ga.App. 301, 419 S.E.2d 135 (1992) (agent personal liability when binding self to principal or not)
- Whitlock v. PKW Supply Co., 154 Ga.App. 573, 269 S.E.2d 36 (1980) (agent’s disclosure duty in principal-agent contracts)
- Chambliss v. Hall, 113 Ga.App. 96, 147 S.E.2d 334 (1966) (whether contract can be impliedly with agent in individual capacity)
- Balmer v. Elan Corp., 278 Ga. 227, 599 S.E.2d 158 (2004) (employment promise for indefinite term not sufficient; distinction in promissory estoppel)
- Barker v. CTC Sales Corp., 199 Ga.App. 742, 406 S.E.2d 88 (1991) (indefiniteness issues in contract enforcement)
- 20/20 Vision Center v. Hudgens, 256 Ga. 129, 345 S.E.2d 330 (1986) (promissory estoppel elements and enforcement)
- Sun-Pacific Enterprises v. Girardot, 251 Ga.App. 101, 553 S.E.2d 638 (2001) (promissory estoppel against contract enforcement)