City Group, Inc. v. Ehlers, A90A2305

• Decision Date: 25 February 1991
• Docket Number: No. A90A2305,A90A2305
• Citation: 402 S.E.2d 787,198 Ga.App. 709
• Parties: CITY GROUP, INC. et al. v. EHLERS.
• Court: Georgia Court of Appeals

Page 787

402 S.E.2d 787

198 Ga.App. 709

CITY GROUP, INC. et al. v. EHLERS.

No. A90A2305.

Court of Appeals of Georgia.

Feb. 25, 1991.

Cofer & Beauchamp, Charles V. Choyce, Jr., Bryant K. Smith, Atlanta, for appellants.

Harman, Owen, Saunders & Sweeney, Timothy J. Sweeney, David C. Will, Atlanta, for appellee.

BANKE, Presiding Judge.

The appellee, Ehlers, brought this action to collect the balance allegedly due on a promissory note executed by one of the appellants, City Group, Inc., and guaranteed by the other appellant, Gresham. Both appellants denied liability, and, in addition, City Group filed a counterclaim seeking damages for the appellee's alleged breach of a severance agreement executed contemporaneously with the promissory note. The case is before us on appeal from the grant of Ehlers' motion for summary judgment.

The note and severance agreement were executed in connection with Ehlers' resignation as president of City Group. The agreement obligated City Group to pay him $20,000 immediately and to give him a promissory note for an additional $80,000, payable in eight monthly installments of $10,000. The agreement further provided that the parties would "refrain from any disparagement of the character, personal, professional or business conduct, and personal, professional or business activities of each other...."

City Group made the first three monthly payments called for by the note but failed to make the fourth payment. City Group and Gresham contend that they are not obligated for the balance because Ehlers violated the "no disparagement" clause in the agreement by making certain "false and disparaging" comments concerning them which were reported in an article appearing in the Atlanta Business Chronicle. In this article, the appellee was quoted as saying that he had resigned from City Group due to "philosophical differences." He continued: "I didn't agree with the partners. It was hard to define the direction of the company. (Gresham) had other outside interests, and it was politics. Legislators don't have the luxury of going to the legislature for a few months and that's it. It's a demanding job." City Group seeks in its counterclaim to recover for loss of business it allegedly suffered as a result of these comments. The trial court granted summary judgment to the appellee based on a determination that the comments could not be considered disparaging. Held:

1. The term, "disparagement," is defined in Webster's Third New Intl....