Ekeledo v. Amporful, No. S06A1846.

• Court: Supreme Court of Georgia
• Writing for the Court: Melton
• Citation: 642 S.E.2d 20,281 Ga. 817
• Docket Number: No. S06A1846.
• Decision Date: 05 February 2007
• Parties: EKELEDO et al. v. AMPORFUL et al.

281 Ga. 817 642 S.E.2d 20 EKELEDO et al.
v.
AMPORFUL et al. No. S06A1846. Supreme Court of Georgia. February 5, 2007. Reconsideration Denied March 27, 2007.

[642 S.E.2d 21]

Walter J. Lane, Jr., Macon, Lane & Jarriel, LLP, for Appellants.

John Ellsworth Hall, IV, John Flanders Kennedy, Hall, Bloch, Garland & Meyer, Macon, for Appellees.

MELTON, Justice.

In 1996, Dr. Sam G. Amporful, M.D., and his wife, Sabina B. Amporful, purchased an office building in Macon, Georgia, and Dr. Amporful conducted his medical practice there. On June 16, 2003, as [281 Ga. 818] a result of certain financial difficulties, the Amporfuls entered into a sales contract with their friend Dr. Brown N. Ekeledo, Jr. for the purchase of the office building.¹ The contract contained a merger or "entire agreement" clause stating: "This contract constitutes the sole and entire agreement between the parties and no modifications of this contract shall be binding unless attached hereto and signed by all parties to this agreement." On or about June 17, 2003, the sales transaction was closed, and the property was transferred to Ekeledo.²

The Amporfuls contend that, although the sales contract and associated documents set forth a standard sale of real estate, the documents do not truly represent the transaction intended by the parties. To the contrary, the Amporfuls maintain that, as a friendly gesture, Ekeledo agreed to loan 525,000 to the Amporfuls, and the Amporfuls, in turn, agreed to temporarily convey the office building to Ekeledo until the loan was repaid. The Amporfuls further contend that the transaction was completed with the oral agreement that Ekeledo would not hold legal and equitable title to the property and that

642 S.E.2d 22

the Amporfuls could retake the property at any time by paying off the loan.

In accordance with their understanding that they remained the owners of the property, the Amporfuls placed it on the market following the sale to Ekeledo. A buyer for the property was found, and the Amporfuls entered into a sales agreement on May 28, 2004. The Amporfuls then informed Ekeledo about the pending sale. Ekeledo objected, however, and, relying on the sales contract and closing documents, he asserted full ownership of the property.

As a result of this disagreement, the Amporfuls brought suit against Ekeledo, alleging, among other things, fraud in the inducement and the breach of a fiduciary duty arising out of a partnership by estoppel. The Amporfuls also requested that an implied or constructive trust be imposed upon the property in their favor and that they be awarded attorney fees. A jury trial ensued, and, prior to sending the case to the jury, the trial court directed a...