Keyfer & Assocs. Inc. v. Brock
| Decision Date | 29 March 2010 |
| Docket Number | CIVIL ACTION NO. 1:07-CV-2297-CC |
| Parties | KEYFER & ASSOCIATES INC., Plaintiff, v. Steven BROCK, Brock Built, LLC, Brock Construction Company and American Gables, Inc., Defendants. |
| Court | U.S. District Court — Northern District of Georgia |
Attorneys and Law Firms
Richard J. Storrs, Mills Paskert Divers, Atlanta, GA, for Plaintiff.
Joseph C. Sharp, William Bradley Hill, Jr., Polsinelli, P.C., Justin M. Scott, Buckley Law Firm, LLC, Yonette Sam-Buchanan, U.S. Attorneys Office, Atlanta, GA, for Defendants.
*1 This copyright infringement action is before the Court on Plaintiff's Amended Motion for Partial Summary Judgment [Doc. No. 97] and the Brock Defendants' Revised Motion for Summary Judgment [Doc. No. 100].1 For the reasons stated herein, the Court DENIES Plaintiff's Amended Motion for Partial Summary Judgment [Doc. No. 97] and GRANTS in part and DENIES in part the Brock Defendants' Revised Motion for Summary Judgment [Doc. No. 100].
Plaintiff Keyfer & Associates Inc. ("Keyfer") is an architectural firm in the business of designing residential and commercial construction projects. Since its formation, Keyfer has been owned solely by Ara Keyfer. Emile Picard, an architect, is a former employee of Keyfer. From 1998 or 1999 until around February 2005, Mr. Picard was employed by Keyfer.
Defendant Brock Built, LLC ("Brock Built") is primarily in the business of building single-family homes. Defendant Steven Brock is the president, CEO and owner of Brock Built. Defendant Brock Construction Company ("BCC") was primarily in the business of building single-family homes.
Keyfer has had a business relationship with Mr. Brock since 1999, and until Spring 2005, was providing architectural services to the Brock Defendants on a continuous basis. Keyfer provided services to the Brock Defendants related to developments known as "Parkview at Bolton Road," "Dupont Commons" and "West Highlands." During his employment with Keyfer, Mr. Picard was the Brock Defendants' primary contact at Keyfer.
In or around Spring 2005, Mr. Keyfer wanted to limit his architectural work and decided to semi-retire. In or around April 2005, he moved Keyfer's operations to his home. Emile Picard left Keyfer when Mr. Keyfer decided to retire. However, Mr. Keyfer and Mr. Picard wanted Mr. Picard to be able to continue on with Keyfer's ongoing projects as a new entity, Picard Associates, Inc. ("Picard Associates"). Accordingly, Picard Associates and Keyfer entered into an agreement dated July 29, 2005 (but signed on December 29, 2005) under which Picard Associates agreed to purchase certain assets of Keyfer (the "July 29, 2005 Agreement"). The July 29, 2005 Agreement allowed Picard Associates to use certain work product of Keyfer.
*2 Picard Associates has provided services to the Brock Defendants on an ongoing basis since its formation. Specifically, Picard Associates has provided services to the Brock Defendants related to developments known as "Dupont Commons" and "West Highlands."
Over the course of the relationship between the Brock Defendants and Keyfer, the Brock Defendants paid Keyfer hundreds of thousands of dollars. Over the course of the relationship between the Brock Defendants and Picard Associates, the Brock Defendants have paid Picard Associates hundreds of thousands of dollars.
On August 31, 2001, Keyfer offered to create ten residential designs and grant BCC a license to build the ten residential designs (the "August 31, 2001 Proposal"). The August 31, 2001 Proposal requested a fee of $40,000.00 for a license to construct ten residential designs that could be re-built for a re-use fee between $200.00 and $500.00 per home. The August 31, 2001 Proposal does not state the designs are "specifically intended" for any project. The August 31, 2001 Proposal was rejected by BCC.
On January 30, 2002, Mr. Picard, on behalf of Keyfer, and Mr. Brock, on behalf of BCC, entered into a contract for architectural services entitled "PROPOSAL FOR ARCHITECTURAL SERVICES: HOUSE DESIGNS," which Mr. Picard drafted. Thereafter, the contract was amended. (The January 30, 2002 Contract and Amendment will be referred to herein as the "Parkview Contract.") On January 30, 2002, Mr. Brock, on behalf of BCC, paid Keyfer a deposit of $5,000.00 related to the Parkview Contract, although the Parkview Contract did not specifically provide for the payment of such a deposit.
Pursuant to the Parkview Contract, Keyfer, the "Architect," agreed to provide four (4) single-family home designs and two (2) town home designs to the "Owner," BCC, which were intended for use at the "Parkview at Bolton Road" development ("Parkview"). Section I.(A.) of the Parkview Contract, entitled "Scope of the Project," under the heading "Parkview at Bolton Road" states, in part, "All residential designs provided by the Architect are intended for the use for this specific project." The Parkview Contract required BCC to pay a basic service fee of $8,500.00, which included the use of each plan to construct one home. Section I. of the Parkview Contract also states, in part, "Residential designs provided by the Architect specifically for this project as described in (A.) above may be re-built for a re-use fee of $375.00 per home paid to the Architect...." (Id.)
The Brock Defendants intended to use the house designs developed pursuant to the Parkview Contract both inside and outside Parkview. Mr. Brock told Mr. Picard, when Mr. Picard was an employee of Keyfer, that the Brock Defendants intended to use and re-use the house designs in developments other than Parkview. Mr. Picard told Mr. Brock, when Mr. Picard was an employee of Keyfer, that he wanted the Brock Defendants to use the house designs both inside and outside Parkview so that Keyfer could obtain additional fees.3
*3 Mr. Picard and Keyfer had limited experience in preparing "Craftsman" style, narrow-lot, single-family house designs, the type of designs that the Brock Defendants wanted prepared pursuant to the Parkview Contract. Mr. Keyfer conceded, however, that "Craftsman" style, narrow-lot, single-family homes were "not a novel idea." (Deposition of Ara Keyfer "Keyfer Dep." at 46:19-24.) To show Mr. Picard the type and style of residences the Brock Defendants wanted, Mr. Brock brought Mr. Picard to a development known as "Adams Crossing," which had been previously constructed by the Brock Defendants. Mr. Brock provided Keyfer with the home designs used to construct the Adams Crossing Craftsman, narrow-lot, single-family homes. Mr. Brock provided Keyfer with the specifications that the Brock Defendants required for the home designs, including the Brock Defendants' requirements that the homes must have three bedrooms and two bathrooms, they must be Craftsman style and must be narrow-lot, single-family homes. Narrow lots imposed spatial limitations on the single-family home designs, including room placement within the homes.
Mr. Brock met with Mr. Picard on numerous occasions to discuss the preparation of the home designs. At these meetings, Mr. Brock was intimately involved in and provided significant input regarding the designs, including providing sketches to Mr. Picard. When drafts of the home designs were evaluated in these meetings, representatives of the Brock Defendants made changes, revisions, and modifications to the drafts. In addition to Mr. Brock, Mike Benz, an employee of the Brock Defendants, and Joanne Zuraw, a real estate agent who worked with the Brock Defendants, had input into the home designs. Benjamin Robbins, an intern architect employed by Keyfer, also had input into the preparation of the single-family home designs and was present at the meetings the Brock Defendants had with Mr. Picard regarding the home designs. The Brock Defendants' specifications, changes, revisions, and modifications were incorporated into the final versions of the single-family home designs. Mr. Brock had final approval over the single-family home designs.
On or around September 27, 2002, Keyfer produced final versions of four (4) narrow-lot, single-family home designs pursuant to the Parkview Contract. One of the designs is entitled "Parkview At Bolton Road City of Atlanta, Georgia, House # 202 The Grover." Exhibit H-17 to Keyfer's Motion for Partial Summary Judgment is a "Grover" design and identically depicts the "Grover" plan given to the Brock Defendants pursuant to the Parkview Contract.4 On "Grover" plans provided to the Brock Defendants during and throughout the development of the "Grover," there is language, in small font at the top right hand corner of the page, that reads, 5 Moreover, the completed "Grover" plans provided to the Brock Defendants include language that reads:
(Ex. H-17 to Keyfer's Motion for Partial Summary Judgment.) However, this identical language appears on the designs that Keyfer issued for construction of a house built by the Brock Defendants outside Parkview using the "Grover," which will be discussed in more detail below....
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