Stoker v. Bellemeade, LLC
| Decision Date | 16 February 2005 |
| Docket Number | No. A04A2109.,No. A04A2108.,A04A2108.,A04A2109. |
| Citation | 615 S.E.2d 1 |
| Parties | STOKER et al. v. BELLEMEADE, LLC et al. Bellemeade, LLC et al. v. Stoker et al. |
| Court | Georgia Supreme Court |
Martin, Snow, Grant & Napier, John T. McGoldrick, Jr., Michael M. Smith, William H. Larsen, Walter E. Harrington, Jr., Shirley R. Watson, Macon, for appellants.
Walker, Hulbert, Gray, Byrd & Christy, John G. Walker, Charles W. Byrd, Perry; Gambrell & Stolz, Robert G. Brazier, Steven G. Hall, Seaton D. Purdom, Atlanta, for appellees.
These appeals arise from a suit brought by Jerry W. Stoker and The Stoker Group, Inc. (the Stokers) alleging that various entities and individuals breached written and oral agreements to develop real property located in Houston County. The suit named as defendants Westbury Properties, Inc.; Casa Cajco, Inc.; Benjh, LLC; Edward E. Faircloth; and James Pleydell-Bouverie (collectively referred to as the Westbury group), and included claims asserting breach of contract; unjust enrichment; breach of fiduciary duty; and defamation. The Westbury group answered and filed various counterclaims against the Stokers. The Stokers' suit also asserted claims against the following limited liability companies (LLCs) formed by the Stokers and various members of the Westbury group as part of the development process: Bellemeade, LLC; Jerusalem Church Road, LLC; Hatcher Road, LLC; Bousto, LLC; Westo, LLC; and Willis Creek, LLC (collectively referred to as the LLC group). Although the Stokers subsequently dismissed without prejudice all of their claims against the LLC group, the LLC group filed various counterclaims against the Stokers prior to the dismissal, which remained pending.1 The present appeal in Case No. A04A2108 and the cross-appeal in Case No. A04A2109 are from the trial court's order on the parties' cross motions for summary judgment on various claims and counterclaims.
We review the trial court's summary judgment rulings under the following standards: To prevail on a motion for summary judgment "the moving party must demonstrate that there is no genuine issue of material fact and that the undisputed facts, viewed in the light most favorable to the nonmoving party, warrant judgment as a matter of law." Lau's Corp. v. Haskins, 261 Ga. 491, 405 S.E.2d 474 (1991). This burden may be carried by producing evidence which negates an essential element of the nonmoving party's claim, or by pointing out the absence of evidence supporting an essential element of that claim. Lau's Corp., supra. We review de novo the trial court's ruling on a motion for summary judgment, construing the evidence in the light most favorable to the nonmoving party. Durben v. American Materials, 232 Ga.App. 750, 503 S.E.2d 618 (1998).
The Stokers appeal from the trial court's order granting summary judgment against them on various claims brought against members of the Westbury group.
1. We find no error in the trial court's grant of summary judgment against the Stokers on their unjust enrichment claim against Casa Cajco, Inc. set forth in Count 3 of their restated complaint.2 Members of the Westbury group, including Casa Cajco, were owners, managers, and developers of a large tract of real property located in Houston County. The Stokers, who were in the business of developing real property, entered into various joint venture agreements with members of the Westbury group pursuant to which the parties formed LLCs to develop various parcels of the tract for residential purposes. The Stokers claim that, to induce them to enter into the LLC agreements and jointly develop the residential parcels, members of the Westbury group orally agreed to allow the Stokers to participate in the future development of all the residential and commercial development in the larger tract.
The Stokers concede they have no enforceable contract with respect to promised participation in the future development of the portion of the tract designated for commercial development. They contend, however, that when the Westbury group refused to recognize they had any such contractual right, this had the effect of unjustly enriching Casa Cajco, the owner of the commercially designated property. Under the Stokers' theory, development of the residential parcels increased the market value of the adjacent commercially designated property and conferred a benefit which unjustly enriched the owner, Casa Cajco. Accordingly, the Stokers claim they are entitled to restitution from Casa Cajco for the portion of the increased commercial property value attributable to their participation in the development of the residential parcels.
Unjust enrichment applies when as a matter of fact there is no legal contract, but when the party sought to be charged has been conferred a benefit by the party contending an unjust enrichment which the benefitted party equitably ought to return or compensate for.
Engram v. Engram, 265 Ga. 804, 807, 463 S.E.2d 12 (1995) (Citation and punctuation omitted). Under the unjust enrichment doctrine, a party is not allowed to enrich itself inequitably at another's expense. White v. Arthur Enterprises, Inc., 219 Ga.App. 124, 464 S.E.2d 225 (1995).
The Stokers claim Casa Cajco and others induced them to jointly develop the residential parcels by the oral promise of future participation in adjacent commercial development, but they do not contend they were not fairly compensated for the development work they did on the residential parcels under the written LLC agreements. Although the Stokers conferred a benefit on Casa Cajco to the extent their work on the residential developments increased the market value of the commercial property, they were compensated for the work done, and the benefit conferred by the work did not unjustly enrich Casa Cajco at the Stokers' expense. See Rodriguez v. Vision Correction Group, 260 Ga.App. 478, 479-480, 580 S.E.2d 266 (2003); Scott v. Mamari Corp., 242 Ga.App. 455, 458-459, 530 S.E.2d 208 (2000).
Even where a person has received a benefit from another, he is liable to pay therefor only if the circumstances of its receipt or retention are such that, as between the two persons, it is unjust for him to retain it. The mere fact that a person benefits another is not of itself sufficient to require the other to make restitution therefor. Thus, one who improves his own land ordinarily benefits his neighbors to some extent, and one who makes a gift or voluntarily pays money which he knows he does not owe confers a benefit; in neither case is he entitled to restitution.
Restatement of Restitution § 1, Unjust Enrichment, cmt. c (1937); accord Restatement (Third) of Restitution and Unjust Enrichment § 2, cmt. e (Discussion Draft, 2000). Under the circumstances, there is no basis to conclude that it was unjust for Casa Cajco to retain the benefit of the increased market value of the commercial property. Although the trial court may have granted summary judgment in favor of Casa Cajco and the other Westbury group members on this issue for other reasons, a decision right for any reason will be affirmed. Rodriguez, 260 Ga. App. at 480, 580 S.E.2d 266; Lau's Corp., supra.
2. The Stokers alleged in Count 1 of their restated complaint that, after they entered into the LLC agreements to jointly develop various residential parcels in the larger tract, the Westbury group breached a separate oral agreement to allow them to jointly develop the other residential property in the tract. They contend the trial court erred by granting summary judgment in favor of the Westbury group on this claim.
In the various residential developments in which the Stokers participated, the Stokers and members of the Westbury group entered into joint venture agreements pursuant to which they created a number of LLCs and entered into LLC operating agreements. The written LLC agreements were created for the purpose of developing portions of the larger tract, but none of the agreements contained a description of the land to be acquired and developed. Nevertheless, it is undisputed that, pursuant to the LLC agreements, the Stokers and members of the Westbury group purchased, possessed, and improved identifiable parcels. Accordingly, at least as to these parcels, the purchase, possession and development of the land supplied the equivalent of a written description and satisfied the requirement of the Statute of Frauds that every essential element of "[a]ny contract for sale of lands, or any interest in, or concerning lands" must be in writing to be enforceable. OCGA § 13-5-30(4); see Smith v. Cox, 247 Ga. 563, 277 S.E.2d 512 (1981); OCGA §§ 13-5-31; 23-2-131(b).
The Stokers contend that, when members of the Westbury group separately developed other parcels in the larger tract without including them in the developments, this breached an oral agreement to allow them to jointly purchase and develop all the residential land in the larger tract on the same terms that were set forth in the written LLC agreements. However, as the Westbury group asserted in support of their motion for summary judgment, any such oral agreement necessarily included the Stokers' acquisition of an interest in the land to be developed and required a writing to be enforceable under the Statute of Frauds. East Piedmont 120 Assoc. v. Sheppard, 209 Ga.App. 664, 665, 434 S.E.2d 101 (1993); OCGA § 13-5-30(4). The Stokers acknowledge this but contend there was a part performance of the oral agreement which satisfied the Statute of Frauds.
The writing requirement of the Statute of Frauds does not apply "[w]here there has been such part performance of the contract as would render it a fraud of the party refusing to comply if the court did not compel a performance." OCGA § 13-5-31(3). The Stokers contend that the written LLC agreements pursuant to which they and members of the...
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