Brown v. Sullivan et al

Filing 97

ORDER denying Plaintiff's 54 Motion for Summary Judgment; denying Plaintiff's 57 Motion for Summary Judgment; granting in part and denying in part Defendant's 66 Motion for Summary Judgment. Signed by Chief Judge J. Randal Hall on 08/10/2017. (pts)

IN THE

UNITED

FOR THE

STATES

DISTRICT

SOUTHERN DISTRICT

OF

COURT

GEORGIA

AUGUSTA DIVISION

BRANDON BROWN,

Plaintiff,
*

v,

*

CV

115-035

SAMUEL SULLIVAN, individually
and as acting President
of Paine College, and
PAINE COLLEGE,
Defendants.

*

ORDER

Before

resigning

as

President

of

Paine

College,

George

Bradley offered Plaintiff a four-year employment contract with
Paine College, which Plaintiff accepted.

then

signed

an

addendum to

the

Plaintiff a severance package.

fired Plaintiff,

Bradley and Plaintiff

contract,

intending

for

and Plaintiff filed this

summary

judgment.

give

Paine College soon thereafter

lawsuit seeking the

money he claims he was owed under the contract.
move

to

(Docs.

54,

57,

The parties now
66.)

The Court

GRANTS IN PART AND DENIES IN PART Defendants' motion, and DENIES
Plaintiff's motion.

I.

Background

Bradley hired Plaintiff in
President

of

Institutional

changed to Vice
to

Senior

be Paine College's Vice

Development.

President of

Vice

2008 to

His

title

was

later

Institutional Advancement and then

President

of

Institutional

Advancement.

Plaintiff was responsible for

fundraising for Paine College and

reported directly to Bradley.

Each year, Plaintiff received and

signed

letters

from

employment contracts.
typically

sent

was

Plaintiff's

employee.

employed

contracts

offering

Plaintiff

one-year

(See, e.g., Doc. 87-7 at 16-22.)

Plaintiff

fiscal year on June 15.
Plaintiff

Bradley

offer

letters

(See, e.g.,
at

Paine

specifically

near

id. )

College,

the

Bradley

end

of

the

In some of the years
including

designated

him

an

in

2013,

at-will

(See, e.g., Doc. 87-3 at 181.)

In July 2014, however, Bradley shook things up: he offered
Plaintiff a four-year contract that did not contain the typical

at-will language.

(Doc. 87-7 at 10.)

Then, in September 2014,

Bradley offered Plaintiff an addendum to the July 2014 contract.

(Id. at 12.)
a

"severance

The addendum states that Plaintiff is entitled to
package

or

compensation

for

any

premature

termination" in the amount owed "under the terms of the contract

that was agree [d] to and signed on July 23, 2014."

(Id. at 12.)

It also states that the agreement "will be subject to the laws
and Jurisdiction of the Courts in the State of South Carolina."

(Id. )

Bradley

contracts.

The

Bradley

(See Doc.

same

day

resigned

Acting President
at

3.)

that,

offered

from his

of

his

view,

similar

eliminating

the

were

Advancement.

(Doc.

July

of

87-7

four-year

(See

Doc.

2014

and

attached

at

Doc.

at

and

the

he

was

President
6-9.)

of

Sullivan

President

formal

87-8

explaining

that

Vice
a

3;

contract

and

87-9

addendum,

Sullivan became

Vice

as

the

Plaintiff

Senior

Plaintiff

Advancement

Samuel

unenforceable

position

reinstating

and

signed

Sullivan wrote

Plaintiff's

addendum

Institutional

Plaintiff

position,

later,

accompanying

proposed

and

Paine College.

weeks

Institutional

employees

96-1 at 42-43.)

Bradley

Three

in

other

offer

of

letter,

offering Plaintiff a reduced salary and returning him to an at-

will position.

(Id.

at 10-11.)

Plaintiff rejected Sullivan's

offer, and Sullivan terminated Plaintiff's employment on October
9, 2014.

(Doc.

Plaintiff

87-3 at
filed

Carolina state court,
the

Doc.

District

1.)

Court.

Court

Defendants'
(Doc. 18.)

10.)

request

this

lawsuit

in

October

2014

in

South

and Defendants timely removed the case to

for

Defendants

(Doc.

187.)

the

District

of

South

Carolina.

(See

then moved to transfer the case to this

The South Carolina District Court granted

and transferred

the

case

in March

The parties now move for summary judgment.

2015.

II.

Summary

genuine

56(a).
the

judgment

dispute

entitled

to

U.S.

in

941

to

judgment

under

Liberty Lobby,

the

party,

as

is

appropriate

any

as

a

material

matter

only

fact

of

if

"there

and

law."

Fed.

no

movant

the

is

is

R.

Civ.

P.

Facts are "material" if they could affect the outcome of

suit

view

Summary—Judgment Standard

the

Inc.,

facts

in

Matsushita

574,

[its]

587

477

substantive

Elec.

U.S.

242,

light

the

(1986),

favor."

F.2d

governing

most

Indus.

(1986).

favorable

Co.

v.

v.

The Court must

to

Zenith

Anderson

the

non-moving

Radio

Corp.,

475

and must draw "all justifiable inferences

United States

1428,

248

law.

1437

(11th

v.

Four

Cir.

Parcels

1991)

(en

of Real

banc)

Prop.,

(internal

punctuation and citations omitted).

The

Court,
motion.

by

moving

party

reference
Celotex

has

the

initial

to materials

Corp.

v.

Catrett,

How to carry this burden depends

proof at trial.
1115 (11th Cir.

Fitzpatrick v.
1993) .

on

burden

file,
477

of

the

U.S.

showing

basis

317,

323

the

for the
(1986).

on who bears the burden of

City of Atlanta,

2 F.3d 1112,

When the non-movant has the burden of

proof at trial, the movant may carry the initial burden in one
of two ways -

by negating

an essential

element

of the non-

movantf s case or by showing that there is no evidence to prove a

fact necessary to the non-movant' s case.

Clark,

Inc.,

929 F.2d 604,

606-08

See Clark v.

(11th Cir.

1991)

Coats &

(explaining

Adickes
Corp.

v.

evaluate

v.

S.H.

Catrett,

the

consider

is

City

of

meet

the

U.S.

the

there

398

317

entitled to

120

U.S.

no

met

genuine

judgment

(1970)

Before

its

issues

as

248,

it

of

Celotex

Court

must

initial

can

first

burden

of

material

fact

of

a matter

254

and

the

in opposition,

has

F.3d

144

(1986)).

response

movant

are

Columbus,

curiam).

Co.,

non-movant's

that

that

&

477

whether

showing
it

Kress

Jones

(11th

law.

Cir.

1997)

and
v.

(per

A mere conclusory statement that the non-movant cannot
burden

at

trial

is

insufficient.

Clark,

929

F.2d

at

608.

If — and only if — the movant carries its

the

non-movant

"demonstrat[ing]
that

precludes

may

avoid

summary

response

judgment

summary

judgment."

Id.

When

the

If the movant

negating

a material

evidence

sufficient

fact,
to

material fact,

non-movant

carried its

presents evidence affirmatively

the

withstand

non-movant
a

directed

"must

respond

verdict

trial on the material fact sought to be negated."
2 F.3d at 1116.

by

the non-movant must tailor

to the method by which the movant

initial burden.

only

that there is indeed a material issue of fact

bears the burden of proof at trial,

its

initial burden,

with

motion

at

Fitzpatrick,

If the movant shows an absence of evidence on a

the non-movant must either show that the record

contains evidence that was "overlooked or ignored" by the movant

or

"come

forward

with

additional

evidence

sufficient

to

withstand

alleged

cannot

a

evidentiary

carry

repeating
See

directed

v.

the

motion

deficiency."

burden

conclusory

Morris

Rather,

its

verdict

Ross,

non-movant

trial

at

on

the

based

1117.

relying

by

Id.

allegations
663

at

F.2d

contained

1032,

must

the

(11th

with

the

non-movant

pleadings

in

1033-34

respond

The

on

or

by

complaint.
Cir.

affidavits

1981).

or

as

otherwise provided by Federal Rule of Civil Procedure 56.
In

this

action,

the

Clerk

of

the

Court

gave

the

parties

notice of the motions

for summary judgment and informed them of

the

rules,

summary-judgment

the

other materials in opposition,
(Docs.

56,

Wainwright,

67.)

The

right

to

file

or

and the consequences of default.

notice

requirements

772 F.2d 822, 825 (11th Cir. 1985)

thus satisfied.

affidavits

of

Griffith

v.

(per curiam),

are

The time for filing materials in opposition has

expired, and the motion is now ripe for consideration.
Ill.

Discussion

In his complaint, Plaintiff asserts five claims:
of contract;

act;

(4)

(3)

law.

misrepresentation;

Plaintiff

Carolina

breach of contract accompanied by a fraudulent

a claim for back wages under S.C.

negligent

duty.

(2)

law,

(1) breach

and

(5)

contends that the Court

Code Ann. 41-10-50;

breach

of fiduciary

should apply South

and Defendants urge the Court to

apply Georgia

Plaintiff moves for summary judgment on two of his claims,

and Defendants move for summary judgment on all of Plaintiff's

claims.

Below,

the

Court

addresses

the merits of the parties'
A. Choice

As

July

the

choice-of-law

issue

and

addendum to

the

arguments.

of Law

noted,

2014

Plaintiff

contract

and

that

Bradley

states

signed

that

the

an

contract

"will

be

subject to the laws and Jurisdiction of the Courts in the State
of

South

Carolina."

(Doc.

87-7

at

12.)

Plaintiff

that the Court should apply South Carolina law.
the

other

because

hand,

it

therefore

contend

was
that

not

that

supported

choice-of-law

the

by

addendum

argues

Defendants,
is

require

on

unenforceable

consideration.

principles

thus

They
the

argue

Court

to

apply Georgia law.
1. Choice-of-Law Provision

A

choice-of-law

provision

does

not

determine

the

law

a

court should apply "until it is determined that the parties have

agreed

to

and

are

Trilegiant Corp.,

bound

by"

the

provision.

Schnabel

697 F.3d 110, 119 (2d Cir. 2012).

v.

Applying a

choice-of-law provision before determining its validity "would

presume the applicability of a provision before its adoption by
the parties has been established."
M/V Harmony

Container,

518

F.3d

Id. ; see Trans-Tec Asia v.
1120,

1124

(9th

Cir.

2008)

("[W]e cannot rely on the choice of law provision until we have

decided, as a matter of law, that such a provision was a valid
contractual

term

and

was

legitimately

incorporated

into

the

parties1
law

contract.").

provision,

Daugherty
2357732,

v.
at

evaluates

In deciding the validity of a

courts

MAPCO
*14

whether

apply

Express

(N.D.

the

law

of

Co.,

No.

1:10-CV-2092-KOB,

Ala.

the

June

addendum

19,

was

the

forum

choice-of-

2012).

supported

state.

The

by

See

2012

Court

WL

thus

consideration

under Georgia law.1
Under Georgia

law,

any modification to a

supported by new consideration.
630

S.E.2d

agreement
estate

112,

to

deal

contract

allow
was

because

addition to

114

(Ga.

a

party

not

305

was

and separate

S.E.2d

Ct.

App.

(Ga.

contract may be modified by a

a

close

to

"consideration

from the

363

that

to

modification

no

LLC v. Greer,

(holding

time

the

Ct.

an

real-

original

that

was

in

for

consideration given

Ranger Constr. Co.

361,

Dev.,

2006)

additional

valid

there

original contract");
Co.,

a

Lotus Prop.

contract must be

the

v. Robertshaw Controls

App.

subsequent

1983)

("A

written

agreement,

but

such

must be founded upon new consideration.").
"To

constitute

consideration,

a

performance

or

a

return

promise must be bargained for by the parties to a contract."
O.C.G.A.
1

§ 13-3-42 (a).

"A

performance

or

return

promise

is

The Court applies Georgia law to this analysis regardless of whether

Georgia or South Carolina is considered the forum state.

As discussed below,

if South Carolina is considered the forum state, Georgia law applies because,

under South Carolina law, "the validity and interpretation of a contract is

ordinarily to be determined by the law of the state in which the contract was
made."

Unisun Ins. Co. v. Hertz Rental Corp., 436 S.E.2d 182, 184

App. 1993).

(S.C Ct.

Thus, the Court evaluates the validity of addendum under Georgia

law because the addendum was made in Georgia.

bargained

his

for

promise

promise."

if

and

Id.

it

is

is

sought

given

by

by

the

the

§ 13-3-42 (b) .

promisor

promisee

But

a

in

promise

in

exchange

exchange

by

a

for

party

for

that

to

do

something that party is already required to do does not provide
consideration.

S.E.2d 39,

additional

because
were

See

42-43

BDI

Laguna

(Ga. Ct. App.

compensation

to

Holdings,

2009)

an

Inc.

v.

Marsh,

689

(holding that a promise of

employee

was

not

enforceable

the payment "was something extra for which no services

rendered

omitted));

Ct. App.

and

Gill v.

1998)

no

return

promise

B & R Int'l,

Inc.,

was

required"

507 S.E.2d 477,

(footnote

481

(Ga.

(holding that a promise of severance payment by

an employer was unenforceable because the employee did not do or
promise anything in exchange for the promise).

Here,

July 2014.

Plaintiff

Carolina

contract.

Bradley's

four-year

contract

in

He then accepted the addendum offered by Bradley,

which purports
South

accepted

to guarantee
law

will

Plaintiff severance pay and that
apply

to

disputes

involving

the

But Plaintiff did not provide or promise anything in

exchange for the severance pay.

In fact, Plaintiff testified in

his deposition that he was bound under the July 2014 contract to
work for Paine College

for four years

and that

the addendum

provided Paine College assurance that it was "continuing to have
a senior person that was very skilled in fundraising . . . ."
(Doc. 87-3 at 62-63, 69.)

In other words, Paine College "got an

assurance

that

[Plaintiff]

July 2014

contract]

assurance

was

he

was

a

committed

to the fullest."

promise

already

was

by

legally

to

(Id.

Plaintiff

obligated

to

to

at 71.)

do

promise

to

consideration

fulfill

for

additional

lack of consideration,
the

addendum is

that

promise

pay.

The

if

[the

But such an

something he

do:

contract required Plaintiff to continue his
a

execut[ing]

the

claims

July

2014

job for four years,

does

not

constitute

addendum thus

fails

for

and the choice-of-law provision found in

unenforceable.

2 . South Carolina Choice-of-Law Rules

Because

the

addendum's

choice-of-law provision

the Court must apply ordinary choice-of-law rules.
transfers
Carolina

a

case

District

under

28

Court

U.S.C.

did

§ 1404(a)

here

-

the

-

is

invalid,

When a court
as

the

transferee

South
court

generally must "apply the state law that would have been applied
if there

had been

376 U.S. 612,

no change

639 (1964).

of venue."

Van Dusen v.

Barrack,

This Court therefore must apply South

Carolina choice-of-law rules,

which the

South Carolina District

Court would have applied had it not transferred this case.
Akin

v.

PAFEC

Ltd.,

991

F.2d

1550,

1557

(11th

Cir.

See
1993)

("Because this case comes to this Court following a permissive

change of venue from the Eastern District of Tennessee, we apply
Tennessee choice of law principles in determining the applicable
law.")

10

Under

of a

South

contract

state

Carolina

is

law,

"the

validity

and

interpretation

ordinarily to be determined by the

in which

the

contract

Rental

Corp. ,

436

S.E.2d

182,

(S.C.

Ct.

App.

"where

performance

is

issue . . . the

law

of

at

was made,"

184

performance governs," Witt v. Am.
295

(D.S.C.

action

1994).

is

determined

occurred . . . ."

App.

"[T]he

2015) .

by

Rogers

The

v.

Unisun

the

law

state

Lee,

of

Co.

777

the

in

v.

F.

governing

injury,

405

of

Supp.

a

the

S.E.2d 402,

and

place

860

which

Hertz

1993),

the

Trucking Ass'ns,

substantive

location

Ins.

law of the

tort

injury

(S.C.

Ct.

is

not

however,

necessarily "where the results of the injury were felt or where
the damages manifested themselves."
Plaintiff

asserts

breach-of-contract

both

claim

is

tort

Id.
and

contract

obviously

a

claims.

contract

His

claim;

his

negligent-misrepresentation claim is a tort claim, see Lister v.
NationsBank of

1997);

his

fraudulent

Del.,

claim
act

is

NA,

of

494

S.E.2d 449,

breach

of

455-56

contract

evaluated under

both

(S.C.

accompanied

standards,

his breach-of-fiduciary-duty claim is a tort claim,
Moore,

Ct.

see

App.

by

a

id. ; and

see Moore v.

599 S.E.2d 467, 475 (S.C. Ct. App. 2004).

The

July

Georgia.

Thus,

contract

claim.

2014

contract

was

executed

and

performed

in

Georgia law applies to Plaintiff's breach-ofThe

injuries

claims also occurred in Georgia.
11

relating

to

Plaintiff's

tort

Plaintiff alleges that Paine

College made

misrepresentations

to

it

him

when

fired

and breached

Plaintiff

from

his

its

job

fiduciary duty

in

Georgia.

The

alleged injuries thus occurred in Georgia.
In short,

was

not

in

that

because the addendum Plaintiff and Bradley signed

supported by consideration,
document

Carolina

District

is

the choice-of-law provision

unenforceable,

Court

would

not transferred this case,

have

and

because

applied

the

Georgia

law

South

had

it

this Court must apply Georgia law.

B. Merits

Defendants move
claims,

for

summary judgment on

and Plaintiff moves for

of-contract

claim

and

his

all of

Plaintiff's

summary judgment on his breachclaim

of

breach

of

contract

accompanied by a fraudulent act.
1. Breach of Contract

Defendants

contend

claim fails because (1)

the

July

2014

that

Plaintiff's

breach-of-contract

Bradley was not authorized to enter into

contract,

(2)

the

July

2014

contract

lacks

material terms, and (3) the July 2014 contract was not supported
by consideration.
i.

Sufficient Evidence Exists to Create a Triable Issue

About

Whether

Bradley was

Authorized

to

Issue

the

July 2014 Letter

Defendants argue that Bradley was not authorized to offer

multi-year contracts or to offer contracts after June 15.

To

support this position, Defendants cite Paine College's personnel
12

manual,

which they contend restricts

contract

that

with

Paine

employees.

College

Section

issues

its

the

President's

5.2.4

of

employees

the

ability to

manual

contracts

states

and

that

" [a]greements and/or contracts are issued by the President on or
before June

15th

And

5.1.1

Section

administrative
and is

for the

succeeding year."

provides

that

(Doc.

"[ejmployment

and staff employees

is

for

of

an

87-3 at

Paine

85.)

College

unspecified

term

'at will'" and that the "at-will nature of the employment

relationship

cannot

be

modified,

changed,

or

waived

by

any

representative of Paine College,

except its President through a

separate agreement or contract."

(Doc. 87-3 at 79-80.)

"Questions

authority

are

Gainesville

of

generally

v.

Pritchett,

1973); Atlanta
S.E.2d

395,

the

existence

for

the

199

(Ga.

Ct.

App.

extent

trier

S.E.2d

Limousine Airport

397

and

889,

Servs.,

1981)

of

of

an

fact."
891

Inc.

City

(Ga.

v.

agent's

Ct.

Rinkler,

("As a general

rule,

of

App.

287
the

question of authority to do an act, when it is determined from
disputed

facts

inferences

may

or
be

undisputed
drawn,

facts

from

which

must be decided by

conflicting

the

jury as a

question of fact or as a question of mixed fact and law.").
Defendants

argue

President's

ability to contract with employees.

that

Section

5.2.4

that

the

personnel

prevents the

manual

President

restricts

the

They contend

from entering into

multi-year agreements and requires him to issue all contracts
13

before

June

15.

But

questions

of

fact

remain about

the

extent

of Bradley's authority.
Although

contracts

require
year

before

that

he

offer

do

so

year.

that

next

restrict

the

fiscal

his

President

year,

ability

Defendants'

contracts

four

although

with other employees,
agreements

or

President,

almost

And

for the

Indeed,

multi-year

6,

15

says

to

it

issues

does

not

offer multi-

actions

following

firing indicate that the President has the authority

became Acting
October

5.2.4

June

contracts.

Plaintiffs'
to

Section

as

after

June

15.

When

he offered Plaintiff a
months

Bradley

after

entered

the

into

Sullivan

new contract on

start

of

the

multi-year

fiscal

contracts

Defendants did not attempt to revoke those

unenforceable.

Thus,

the

Court

cannot

say

as

a

matter of law that Bradley did not have the authority to execute
the July 2014 contract.

ii.

The July 2014 Agreement Does Not Lack Material Terms

Employment

contracts

in

Georgia

specificity the nature of the work,

the

amount

paid

S.E.2d 610,

611

to

the

state

with

some

the place of employment,

employee.

(Ga. Ct. App.

must

See

1993).

Sawyer

v.

Roberts,

and

432

Defendants argue that the

July 2014 agreement is unenforceable because it does not specify
the

nature

of

the

work

Plaintiff

was

to

perform.

But

evidence is admissible to explain ambiguities in contracts,

contracts

covered by the statute of frauds.
14

parol

even

See Capital Color

Printing,
2008);

(Ga.

Inc.

ISS

Int'l

Ct.

App.

In

the

position
and

v.

of

Ahern,

Servs.

July

that

determined

by

2014

v.

578,

Widmer,

contract,

Vice

"[his]

the

supervisor."
Plaintiff's

Sys.

S.E.2d

582

589

(Ga.

S.E.2d

Ct.

820,

App.
823-24

2003).

Senior

stated

661

job

President
duties

87-7

duties

who

at

were

of

and

President

(Doc.

Bradley

Plaintiff

Institutional

[would]

be

[would]

[his]

Defendants

sufficiently

the

Advancement

responsibilities

10.)

not

offered

be

immediate

argue

defined

in

that
the

contract because they were not listed and because the position
of

Senior

Vice

President

of

Institutional

Advancement

listed in Paine College's personnel manual.
that if the position were
would fail.)

senior

is

not

(Defendants concede

listed in the manual,

their argument

But Plaintiff testified in his deposition that the

title

showed

his

"seniority

on

the

cabinet

level,"

implying that he performed the same duties as when he served as
Vice President of Institutional Advancement.

Thus,
the

(Doc.

87-3 at 59.)

to the extent there is any ambiguity about the nature of
work

Plaintiff

was

to

perform

under

the

agreement,

Plaintiff's testimony explains away the uncertainty.

iii.

The

July

2014

Contract

was

Supported

by

Consideration

Defendants

argue

that

the

July

2014

contract

was

not

supported by consideration because (1) Plaintiff had no plans of

15

leaving his

job and

(2)

Plaintiff's

same.

But

in exchange

remained the

from Paine College,
for four years.
was

87-3 at

by

NationsBank NA S.,

509 S.E.2d 694,

63.)

consideration.

mutual
for a

exchange

for

and responsibilities

a

four-year

commitment

Plaintiff committed himself to Paine College

(See Doc.

supported

duties

of

promises

The agreement therefore

See
697

Sage

(Ga.

constitutes

Tech.,

Ct.

App.

adequate

Inc.

1998)

v.

("[A]

consideration

contract.").

In

sum,

because

(1)

there

is

sufficient

evidence

to

create

a triable issue about Bradley's authority to offer the July 2014
contract,
terms,

(2)

the

and

(3)

consideration,

motions

for

July
the

the

2014
July

Court

summary

contract
2014

contract

DENIES

judgment

on

does

not

lack

was

Defendants'

Plaintiff's

material

supported

and

by

Plaintiff's

breach-of-contract

claim.2
2 . Negligent Misrepresentation

"To
show

prove

that

negligent

(1)

information to

the

misrepresentation,

defendant

negligently

foreseeable persons,

known

a

plaintiff
supplied

or unknown,

injury

Boeing Co. v.

proximately

Blaine

resulted

Int'l Grp.,

from

such

624 S.E.2d 227,

false

(2)

persons reasonably relied upon that false information,
economic

must

such

and (3)

reliance."

231

(Ga.

Ct.

2
Plaintiff also claims that Defendants breached the September 2014
addendum.
But because the addendum fails for lack of consideration, the
Court GRANTS summary judgment on that claim.
16

App.

2005)

(footnote

misrepresentation
contract

should have

2014

factual

cannot

in

contend

known

the

that

that

asserts

alternative

say

as

But

about

a

as

matter

of

Defendants'

not

negligent-

his

to

a

breach-of-

claim

fails

discussed,

authority.

law

that

Based
motion

summary

the

a

Court

not

argument,

judgment

he

is

the

could

Defendants'

for

issue

there

Thus,

Plaintiff

on

because

authorized to

already

Bradley's

representation.

DENIES

Plaintiff's

Bradley was

contract.

dispute

Bradley's
Court

claim

Plaintiff

claim.

Defendants

July

omitted).

on

rely
the
this

claim.

3. Breach of Fiduciary Duty

Plaintiff

asserts

Although he does

complaint,
confidence

a

breach-of-fiduciary-duty

the claim

not address

claim.

in his

Plaintiff contends that ''Plaintiff imposed a special
in

the

Defendants"

and

Defendants

fiduciary duty owed to the Plaintiff."

Under

Georgia

fiduciary-duty
confidential
See

App.

law,

claim

an

employee

against

relationship

Irons v. CSX Transp.,

1997).

in his briefs,

his

between
Inc.,

their

(Doc. 1-1 at 17.)

may

employer
the

"violated

bring

when

employee

481 S.E.2d 575,

a

breach-of-

there
and

575-76

is

a

employer.
(Ga. Ct.

But the "employer-employee relationship is usually

one of arms-length bargaining," and a confidential relationship
will

arise

only under limited
17

circumstances.

Id.

Indeed,

"[t]he

mere

another
577

fact

does

not

one

create

a

reposes

confidential
record

influence"

confidential

has

not

pointed

to

and

confidence

relationship."

any

relationship between the
suggests
over

that

Defendants

Plaintiff

"interacted from positions

or

evidence

in

Id.

at

exercised

of mutual

the

showing

a

And nothing

parties.

that

The Court thus GRANTS Defendants'
this

trust

(internal quotation marks omitted).

Plaintiff

the

that

in

any

"controlling

parties

confidence."

otherwise

Id.

at

577.

motion for summary judgment on

issue.

4. Plaintiff's Remaining Claims

Plaintiff's

claim

of

breach

of

contract

accompanied

by

a

fraudulent act and his claim for back wages under South Carolina
law also

fail.

i.

Breach of Contract Accompanied by a Fraudulent Act

Plaintiff asserts a claim of breach of contract accompanied

by a fraudulent
Carolina law.

act,

which is a claim recognized under South

See Lister v. NationsBank of Del.,

449, 454 (S.C. Ct. App. 1997).

NA,

494

S.E.2d

But because Georgia law does not

recognize such a claim, the Court GRANTS Defendants' motion for
summary judgment on this claim and DENIES Plaintiff's,
ii.

Back Wages Under South Carolina Law

Plaintiff

Code

Ann.

contends

§§ 41-10-40

that

and

he

is

owed

41-10-50,

but

back

wages

these

under

code

S.C.

sections

apply

S.C.
in

to

Ann.

the

offered

u[e]very

employer

§ 41-10-40.

state

any

of

South

reason

in

the

State"

of

Because Paine College is
Carolina,

why

these

the Court GRANTS Defendants'

and

because

statutes

would

South

Carolina.

not an employer

Plaintiff

apply

in

has

not

Georgia,

motion for summary judgment on this

claim.

IV.

In

sum,

Defendants'

the

motion

Court

for

Conclusion

GRANTS

summary

IN

PART

judgment

AND

(doc.

Plaintiff's motion for summary judgment (docs.

ista, Georgia this

ORDER ENTERED at Augus

DENIES

66)

54,

IN

and

PART

DENIES

57)

/Q day of August,

2017.

Jk^RANE&gM!fiLL,^CHIEF JUDGE
UNITED^ STATES

SOUTHERN

19

DISTRICT

DISTRICT

COURT

OF GEORGIA