Eagle Jets, LLC. v. Atlanta Jet, Inc.

• Decision Date: 09 October 2018
• Docket Number: A18A1194
• Citation: Eagle Jets, LLC. v. Atlanta Jet, Inc., 347 Ga.App. 567, 820 S.E.2d 197 (Ga. App. 2018)
• Parties: EAGLE JETS, LLC. v. ATLANTA JET, INC.
• Court: Georgia Court of Appeals

347 Ga.App. 567

820 S.E.2d 197

EAGLE JETS, LLC.

v.ATLANTA JET, INC.

A18A1194

Court of Appeals of Georgia.

October 9, 2018

Donald R. Andersen, Gary Alan Barnes, Catherine Myra Banich, Atlanta, Ellen M. Taylor, for Appellant.

Brandee Jarski Kowalzyk, Atlanta, John C. Dabney Jr., Cumming, Jeffrey Lyle Mapen, Richard B. North Jr., Atlanta, for Appellee.

Miller, Presiding Judge.

Eagle Jets, LLC sued Atlanta Jet, Inc. for breach of contract and other claims.After a jury trial at which Atlanta Jet prevailed, the trial court entered judgment in favor of Atlanta Jet, but denied its motion to recover attorney fees under a fee-shifting provision in the parties’ contract.On appeal, we affirmed the judgment in favor of Atlanta Jet, but reversed the denial of attorney fees and remanded for the trial court to determine the proper amount of fees to which Atlanta Jet was entitled.Eagle Jets v. Atlanta Jet, Inc. , 321 Ga. App. 386, 740 S.E.2d 439(2013).

On remand, Atlanta Jet sought $1,973,049.19 in attorney fees that it incurred in defending against Eagle Jets’ claims, including the non-contract claims.The trial court granted Atlanta Jet the full amount requested, ruling that although Atlanta Jet was contractually entitled only to attorney fees related to Eagle Jets’ breach of contract claim, that claim was too intertwined with the non-contract claims to permit the separation of the fee amount for the work performed.Eagle Jets now appeals.

After a thorough review of the record, we conclude that the trial court properly ruled that Atlanta Jet’s fee recovery is not limited by OCGA § 13-1-11 and that the parties’ contract permitted recovery only of contract-related attorney fees, but that fees related to tort claims that were intertwined with the contract claims also could be recovered.However, we are unable to conclude that the trial court properly exercised its discretion in awarding Atlanta Jet the full amount of requested fees.We therefore vacate the fee award and remand this case for further proceedings.

Our prior opinion in this case contains a detailed recitation of the factual background, which we need not repeat here.SeeEagle Jets , supra, 321 Ga. App. at 386-391, 740 S.E.2d 439.For present purposes, we note that Atlanta Jet—acting as a broker—located a helicopter in Bolivia, purchased it, and immediately resold it to Eagle Jets for $1.025 million.Seeid.The resale was memorialized in an Airline Purchase Agreement ("APA") entered into between Atlanta Jet and Eagle Jets.An inspection of the helicopter revealed the need for several repairs, some of which would be performed in Bolivia before the sale and others in Florida thereafter.Id. at 389, 740 S.E.2d 439.After Eagle Jets remitted the purchase price, a ferry flight was arranged to transport the helicopter from Bolivia to Florida.Id. at 390, 740 S.E.2d 439.On board were three people—Sergio Rodrigo, "a key person involved in the helicopter purchase"; a Bolivian pilot; and the pilot’s friend.Id. at 386, 740 S.E.2d 439.The helicopter crashed in Bolivia, killing Rodrigo and the pilot and injuring the friend.Id.

Eagle Jets sued Atlanta Jet, claiming that the crash resulted from negligence on the part of Rodrigo and the pilot, who were acting as agents of Atlanta Jet.¹Eagle Jets asserted a claim for breach of the APA, alleging that "[a]s a proximate result of the pilot error and negligence of [Atlanta Jet’s agents], the helicopter was destroyed thus preventing [Atlanta Jet] from delivering the helicopter to [Eagle Jets]."Eagle Jets also asserted claims for promissory estoppel, negligence, and unjust enrichment.Eagle Jets sought recovery of the purchase price and incidental expenses, as well as attorney fees and expenses.Eagle Jets later amended its complaint, retaining the breach of contract claim but omitting any reference to the APA.Eagle Jets contended that because it never signed the APA, the sale transaction was governed by an oral agreement between the parties rather than by the APA.SeeEagle Jets , supra, 321 Ga. App. at 392 (2), 740 S.E.2d 439.In the amended complaint, Eagle Jets also added claims for bailment, fraud, contribution, indemnity,² and punitive damages.

The case proceeded to a jury trial.Using a special verdict form, the jury found that the APA governed Atlanta Jet’s sale of the helicopter to Eagle Jets and that Atlanta Jet did not breach the APA.The jury also found that Rodrigo acted as a dual agent of both Atlanta Jet and Eagle Jets, thus foreclosing Eagle Jets’ negligence claim, and it rejected Eagle Jets’ other theories of recovery.Atlanta Jet then filed a motion for attorney fees under a provision of the APA permitting the prevailing party to recover such fees "[i]f litigation is instituted to enforce this Agreement."The trial court denied the motion, finding that Eagle Jets had not instituted the litigation to enforce the APA because it had amended its complaint to assert theories of liability under a different agreement.

Eagle Jets appealed from the judgment against it on the merits, and Atlanta Jet appealed from the trial court’s denial of its motion for attorney fees.We affirmed the trial court’s judgment in favor of Atlanta Jet, but reversed the denial of Atlanta Jet’s motion for attorney fees.Eagle Jets , supra, 321 Ga. App. at 386, 740 S.E.2d 439.We concluded that Eagle Jets’ complaint, despite subsequent amendments, had been instituted to enforce the APA, that Atlanta Jet was the prevailing party, and that Atlanta Jet was therefore entitled to attorney fees under the APA.Id. at 400-403, 740 S.E.2d 439.Accordingly, we remanded the case"for further proceedings to determine the proper amount of fees to be awarded."Id. at 403, 740 S.E.2d 439.

On remand, the trial court considered Atlanta Jet’s original request for attorney fees and expenses, as well as a supplemental request that Atlanta Jet filed seeking fees and costs incurred on appeal.Atlanta Jet took the position that it was entitled to attorney fees and costs associated with its defense of all of Eagle Jets’ claims, totaling $1,973,049.19.Eagle Jets, on the other hand, argued that the APA permitted recovery only of fees and costs associated with the breach of contract claim, that Atlanta Jet bore the burden of proving which of its requested fees were allocated to the contract claim, and that an evidentiary hearing was necessary to determine this allocation and the reasonableness and necessity of Atlanta Jet’s requested fees.

At the hearing on the motion for attorney fees, the parties argued at length about whether testimony should be heard on the issue of the reasonableness of the fees and allocation of fees attributable to the contract claim.The trial court, with the agreement of the parties, decided to defer the issue of whether testimony should be had until it ruled on legal issues that might render the need for such testimony moot.The trial court subsequently entered an order awarding Atlanta Jet the full amount of its requested fees and costs.Based upon its written ruling that the claims were too intertwined to allow allocation, the trial court apparently concluded that testimony on the issue was unnecessary.

The trial court concluded that the APA’s attorney fee provision limited recovery to fees incurred in litigation over breach of contract and excluded fees related to tort claims.Nevertheless, the trial court ruled that recovery for legal work on tort claims would be permissible if those claims were "intertwined" with the contract claim.The trial court recognized that Eagle Jets’ "tort claims were distinct from the agreement," but nevertheless concluded that the claims were intertwined:

[T]he foundation of the litigation was the purchase of the helicopter and delivery to the purchaser.The trial of the case involved the presentation of evidence which supported both the tort claims and the breach of contract claims.The APA was central to the dispute and the tort and contract issues were closely intertwined, and are not easily (if at all) capable of being distinguished.

Finally, the trial court rejected Eagle Jets’ contention that the amount of Atlanta Jet’s fee request was not reasonable.

Eagle Jets filed an emergency motion to stay the judgment and for reconsideration, arguing that OCGA § 13-1-11 either barred Atlanta Jet’s fee request or capped any fee recovery at a percentage of the contract amount.The trial court granted the motion and vacated its fee order pending a hearing on that issue.After the hearing, the trial court entered an order ruling that OCGA § 13-1-11 did not apply and reinstating its fee order.The trial court then entered judgment in favor of Atlanta Jet for $1,973,949.19, and Eagle Jets appeals.

1.Eagle Jets argues that OCGA § 13-1-11 applies to this case and either prohibits Atlanta Jet’s attorney fee recovery entirely, because Atlanta Jet failed to give the required statutory notice of its intention to seek fees, or at least limits that recovery to a statutory percentage of the contract amount.We agree with the trial court, however, that OCGA § 13-1-11 does not apply here.

Under our well-established rules of statutory construction, we presume that the General Assembly meant what it said and said what it meant.To that end, we must afford the statutory text its "plain and ordinary meaning,"we must view the statutory text in the context in which it appears, and we must read the statutory text in its most natural and reasonable way, as an ordinary speaker of the English language would.

(Citation and punctuation omitted.)Patton v. Vanterpool , 302 Ga. 253, 254, 806 S.E.2d 493(2017).

OCGA § 13-11-1 provides that "[o]bligations to pay attorney’s fees upon any note or other evidence of indebtedness ... shall be valid and enforceable and collectable as part of such debt if such note or other evidence of indebtedness is collected by or through an attorney after maturity[.]"OCGA § 13-1-11 (a)."The purpose of OCGA § 13-1-11 is to...