Price & Co. v. Majors Mgmt., LLC
| Decision Date | 14 February 2022 |
| Docket Number | A21A1503 |
| Citation | 869 S.E.2d 587 |
| Parties | PRICE & CO. v. MAJORS MANAGEMENT, LLC et al. |
| Court | Georgia Court of Appeals |
Louis Richard Cohan, Atlanta, for Appellant.
Gerald Davidson Jr., Brian Tanner Easley, Lawrenceville, for Appellee.
In this case, Price & Co., a wholesaler of goods commonly stocked and sold in convenience stores, alleges that Scott Moon and the management company for which he works, Majors Management, should be held liable for the cost of certain inventory Price sold to Haroon Anwar and Anwar's business, HR Associates, Inc. (collectively "Anwar") to stock six convenience stores operated by Anwar. In proceedings below, the trial court granted summary judgment to Moon and Majors Management on all of Price's claims. Because Price has failed to prove any evidence of either an enforceable contract or enforceable promise from Moon or Majors Management to pay Anwar's past-due debts, we affirm.
The standards for summary adjudication are well settled.
Summary judgment is proper if the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law. A summary judgment ruling enjoys no presumption of correctness on appeal, and an appellate court must satisfy itself de novo that the requirements of OCGA § 9-11-56 (c) have been met. Importantly, it is not the role of this Court to sort through the evidence, resolve conflicts, and make findings of fact based on the evidence it finds credible. Rather, in our de novo review of a trial court's denial of a motion for summary judgment, we must determine whether there is a genuine issue of material fact and whether the undisputed facts, viewed in the light most favorable to the nonmoving party, warrant judgment as a matter of law.
(Citations and punctuation omitted.) Patel v. 2602 Deerfield, LLC , 347 Ga. App. 880, 883-884, 819 S.E.2d 527 (2018). This standard guides our consideration.
In highly summarized form, the relevant facts show that Price sold goods to Anwar to stock a total of 22 convenience stores leased and operated by Anwar in Louisiana. Price sold this inventory without retaining a security interest in the goods, and the invoices issued by Price state that the inventory was "[s]old to: HR Associates, Inc."1 Complicating the management structure of the 22 convenience stores, each one was held at the time of the transactions in issue by two separate limited liability companies – an "ownership" LLC that held the real property associated with each store and an "operating" LLC that was used to purchase alcohol for the stores and handle day-to-day business.
Majors Management is a company providing management services for gas stations and convenience stores, including the stores involved in this litigation.2 Moon is a manager for Majors Management, and, in this capacity, oversees a large number of businesses, including hundreds of convenience stores owned or operated by Marvin Hewatt Enterprises and its subsidiaries.3 Majors Management is not a member or a manager of any of the LLCs related to this case and has no interest in them, and, although Moon was a manager of the operating LLCs for the 22 convenience stores, he had no ownership interest in them. It is undisputed that the sole member of each operating LLC is Dustin Hewatt, the son of Marvin Hewatt (who owns Marvin Hewatt Enterprises).4
Money earned by each of the convenience stores in issue here (as well as the hundreds of others owned by Marvin Hewatt Enterprises) was initially funneled into a single account managed by Majors Management (the "Majors Pool Account"). From this account, Majors Management could allocate funds to individual stores as needed to pay expenses. Moon, in his capacity as a manager of the operating LLCs, opened a bank account for each operating LLC involved in this matter. Majors Management also paid certain taxes and filed tax returns on behalf of the operating LLCs.
Over time, Anwar began defaulting on his obligations as lessor of the convenience stores. Between October and November 2015, all 22 stores previously leased by Anwar, including inventory, were transferred to Louisiana GX, LLC.5 $920,219.89 was paid by Louisiana GX for the inventory contained in these 22 stores and deposited into the Majors Pool Account.6 On October 5, 2015, Majors Management wired $321,466.77 from the Majors Pool Account to Price as payment for inventory held in 8 of Anwar's 22 former stores. On October 19, 2015, Majors Management wired Price an additional $218,408.30 from the Majors Pool Account as payment for merchandise Price had sold to 8 more of Anwar's stores. On Monday, November 2, 2015, Moon asked Price to provide statements indicating the remaining amount owed for the merchandise provided to Anwar's final 6 stores.7 This remaining balance was determined to be $397,964.05.8
In the underlying action, Price contends that it has never been paid the balance owed. Price further contends that Majors Management and Moon should be found liable for the cost of its goods under a "kitchen sink" assortment of bases, including: (1) suit on open account; (2) unjust enrichment; (3) quantum meruit; (4) promissory estoppel; (5) money had and received; (6) fraud; (7) fraudulent/voidable transfers; (8) conversion; and (9) constructive trust. In addition, Price sought attorney fees.9
On January 29, 2020, Price moved for partial summary judgment against Majors Management and Moon on its claims for suit on open account, unjust enrichment, promissory estoppel, money had and received, fraud, and attorney fees. To support its motion, Price contended that Moon and Marvin Hewatt made the decision not to pay Price the remaining $397,964.05. Price further contended that the six operating LLCs, along with Majors Management and Moon, remain obligated to pay Price for the inventory it alleges they should be considered to have received (as opposed to Anwar). On April 8, 2020, Majors Management and Moon moved for summary judgment on all of Price's claims. Following a hearing, the trial court denied Price's motion for summary judgment and granted Majors Management and Moon's motion for summary judgment on all claims. This appeal ensued.
1. Before delving into each of Price's individual claims, it is instructive to note that the contentions raised against Moon and Majors Management can be classified into two main categories: (1) claims that Moon, on behalf of himself and Majors Management, openly and affirmatively obligated themselves to pay Price for the inventory provided to Anwar to sell in his stores (open account, enforceable promise to answer for the debt of another, and promissory estoppel) and (2) claims that Moon and Majors Management should be legally or equitably required to pay for the inventory because they employed some sort of artifice and trickery to prevent Price from receiving funds as to which Price claims entitlement (conspiracy, alter ego liability, unjust enrichment, fraud, fraudulent transfer, conversion, money had and received and constructive trust). Because Price never contracted directly with Moon or Majors Management for the provision of the inventory or payment therefor (Moon and Majors Management were managing middlemen), because Price failed to retain a security interest in the inventory, and because there is no evidence that Moon or Majors Management acted in any way to abscond with Price's unsecured inventory, neither category of claims can survive summary judgment. Each group of Price's claims will now be separately considered.
2. Price's first grouping of claims are all based on the same proposition: Moon, on behalf of himself and Majors Management, made an affirmative, legally enforceable promise to Price that they would be liable for the payment for inventory even if Anwar (or the operating LLCs) did not pay. These claims, however, have a common debilitating infirmity – such a guaranty would have to be in writing to be legally enforceable under the Statute of Frauds.10
Price premises almost all of its arguments that Moon promised to pay for inventory sold to Anwar on testimony from Misbah Chaudry, a corporate representative of Price. Chaudry stated that, in October of 2015, Chaudry further stated: "Scott Moon from Majors Management called me and assured me that he will take care of all these stores." But these promises are consistent with Moon and Majors Management acting in a management role for the underlying companies, as they had done for some time. And, up to that point, it is clear that Price sold its goods to and invoiced Anwar.11 Price has produced no invoice that was ever directed to Majors Management or Moon in any capacity, which, of course, makes perfect sense if Majors Management and Moon were acting in a managerial function as opposed to an ownership function. So, the reality is that Price began looking to Moon and Majors Management to become guaranties of unsecured property after Price completed the sale of those goods to Anwar and after Anwar defaulted on payments with regard to those goods.12 And, despite the fact that Price contends that Moon advised Price to continue delivering goods to the stores after Anwar was removed, this suit does not involve any such items sold at a later date.
With all of this in mind, each of Price's claims in this category are quickly discounted, as follows:
(a) Open Account : Price contends that Moon and Majors Management should be held liable for the cost of the inventory provided to Anwar based on the creation of an open account. But an action for open account is not suitable for Price's...
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