Glissman v. Gross et al
Filing
22
ORDER DENYING Gross's 19 Motion for Summary Judgment on all claims. Defendant W.H. Gross Construction Company's 19 Motion for Summary Judgment on all claims is GRANTED. Signed by Judge Lisa G. Wood on 8/2/2018. (csr)
Sn tl^e ?Ktiiteb States!
Court
tor tl^e ^outl^em Btotrict ot 4leorsta
Pntttsdntrii Biiiiotoii
MARC F. GLISSMAN,
Plaintiff,
No. 2:17-cv-39
V.
WILLIAM GROSS and W.H. GROSS
CONSTRUCTION COMPANY,
Defendants.
ORDER
This
Summary
matter
Judgment
comes
of
before
Defendants
the
Court
William
on
Gross
Construction Company {''Gross Construction").
Motion is ripe for review.
the
Motion
and
W.H.
Dkt. No. 19.
for
Gross
This
For the following reasons. Gross's
Motion is DENIED, and Gross Construction's Motion is GRANTED.
BACKGROUND FACTS
This dispute concerns the existence of a contract in the
context
of
Georgia.
Resort
I,
a
failed
water
park
development
in
Kingsland,
Specifically, Michael Elzufon formed Epic Adventures
LLC
("Epic
Adventures")
in
2012
in
pursuit
of
a
destination tourism concept ("the Project") to include a water
park,
A0 72A
(Rev. 8/82)
amusement
park,
lodging,
retail,
and
entertainment.
Defendants' Statement of Undisputed Material Facts (^^SUMF"),^
Dkt. No. 19-1 t 1; Dkt. No. 19-2, Ex. A.
Epic Adventures, in
turn, entered into a project agreement with the Georgia Gateway
Improvement District and the city of Kingsland, Georgia.
3 2; Dkt. No. 19-2, Ex. B.
SUMF
Defendant Gross and others entered
into an agreement to sell certain properties to Epic Adventures
for the location of the Project.
C.
SUMF SI 4; Dkt. No. 19-2, Ex.
The sale included owner financing and the subordination of
Defendants' security interest to a $500,000 (later increased to
$650,000) loan by a third party to Elzufon.
SUMF SI 5; Dkt. No.
19-2, Exs. D, T.
To
get
Plaintiff
the
Project
Glissman
for
off
his
discussions
Elzufon
between
the following
ground,
experience
operation of water parks.
After
the
in
Elzufon
the
contacted
development
and
SUMF SI 6; Dkt. No. 21-1, 17:6-10.
Elzufon
email
on
and
Glissman,
January
8,
Glissman
2015
(^'the
sent
Jan.
8
email"):
Previously
we
discussed
the
best
route
to
take
regarding compensation and I wanted to share some of
my thoughts with you.
1099 Compensation: $2800 weekly (payable
plus any applicable travel expenses
bi-weekly)
W-2
Compensation:
$130,000
annually
(payable
bi
weekly) plus any applicable travel expenses (Please
note: no insurance benefits necessary, as my wife
handles these through her employer.)
^
Throughout
this
order,
the
Court
cites
only
those
paragraphs
Defendants' SUMF that Plaintiff specifically fails to dispute.
from
If you prefer an hourly rate, I'm happy to provide
those
numbers as well.
However, with the amount of
work we have to do, I feel this option may be more
costly overall.
Regarding travel, please advise on how you wish to
handle these expenses.
Would I absorb these costs on
a personal credit card and submit for reimbursement or
would I have access to a company credit card?
I really appreciate the opportunity to work with you
on this outstanding project.
I am extremely excited
to be on the front end of this project
forward to seeing it through to completion.
and
Please let me know if you have any questions.
forward to hearing your thoughts.
look
I look
Thanks, Marc
SUMF SI 7; Dkt. No. 19-2, Ex. F.
A
that
few
Epic
days
Adventures
management team.
these
later,
Elzufon
had
transmitted
named
Glissman
a
notice
to
its
Glissman
never
discussed
Gross
executive
SUMF SI 9; Dkt. No. 19-2, Ex. H.
interactions,
to
Throughout
with
Elzufon,
Gross, or anyone related to the Project which entity employed
him.
Dkt. No. 21-1, pp. 41-42.
After
some
compensation.^
period
of
time,
Glissman
was
not
receiving
To address this problem, he spoke first with
Elzufon then with Gross.
Dkt. No. 21-1, p.
30.
Glissman that funding would be coming in any day.
told Glissman the same thing.
Id.
Elzufon told
Id.
Gross
More specifically. Gross
told Glissman he wanted to ensure that he (Glissman) would get
It is unclear in the record presently before the Court exactly when this
occurred.
paid and that he (Gross) was working every angle on bridge loans
to fulfill that obligation.
Id. 51-52.
Elzufon was criminally indicted in February 2015, ceasing
his
involvement
with
the
Project.
Dkt.
No.
21-1
51:5-7.
Glissman testified that, at that point. Gross became his main
contact for the Project.
that
he
and
Gross
Id. 51:8-12.
then
had
Glissman also testified
discussions
regarding
his
(Glissman's) compensation, that Glissman forwarded the previous
terms to Gross, and that Gross agreed to those same terms.
Id.
51-53.
Elzufon
defaulted
on
his
promissory
note
subsequently terminated the sales agreement.
No.
19-2,
formed
Ex.
the
I.
Following
entity
Epic
Elzufon's
Destinations,
SUMF SI 11; Dkt. No. 19-2, Ex. J.
with
Gross,
SUMF SI 10; Dkt.
unavailability.
LLC
on
who
April
10,
Gross
2015.
Epic Destinations, in turn,
entered into a project agreement (as had Epic Adventures) with
the Georgia Gateway CID and the city of Kingsland.
Dkt. No. 19-2, Ex. K.
funds"
were
to
be
SUMF SI 12;
Defendants contend that """the bridge loan
used
in
connection
with
the
Project
successful for compensation of persons including Glissman.
No.
19-1
contends,
SI 13
to
(citing
the
Dkt.
contrary,
No.
that
19-2,
his
Ex.
L).
compensation
if
Dkt.
Plaintiff
was
never
contingent upon financing and that he never discussed making his
compensation contingent upon a bridge loan.
Dkt. No. 20-1 H 13
(citing Dkt. No. 21-1 53:4-17).
Defendant produced a spreadsheet reflecting three payments
made to Glissman with the line item ^^Epic Project (Job)."
No. 19-2, Ex. P.
2015.
Id.
A $5,000 payment was made on September 1,
A $3,500 payment was made on November 11, 2015, and
a $4,000 payment was made on December 9, 2015.
contends
Dkt.
these
payments
represent
partial
Id.
Plaintiff
compensation;
Defendant contends these payments were an advance for expenses.
In any event, Glissman worked on the Project from January
2015 to March 2016.
He now brings a breach of contract claim
(or, in the alternative, quantum meruit) seeking $168,000 and
bad faith damages from Gross and Gross Construction.
LEGAL STANDARD
Summary judgment is required where ^^the movant shows that
there
is
no
genuine
dispute
as
to
any material fact
movant is entitled to judgment as a matter of law."
Civ. P. 56(a).
V.
(quoting
(1986)).
FindWhat.com,
Anderson
the
Fed. R.
A fact is ^^material" if it ''might affect the
outcome of the suit under the governing law."
Grp.
and
v.
658
F.3d
Liberty
1282,
Lobby,
1307
Inc.,
FindWhat Inv^ r
(11th
477
Cir.
U.S.
2011)
242,
248
A dispute is "genuine" if the "evidence is such that a
reasonable jury could return a verdict for the nonmoving party."
Id.
In making this determination, the court is to view all of
the evidence in the light most favorable to the nonmoving party
and
draw
Johnson
all
v.
reasonable
Booker
T.
inferences
Washington
in
Broad.
that
party's
Serv.,
Inc.,
favor.
234
F.3d
501, 507 (11th Cir. 2000).
The moving party bears the initial burden of demonstrating
the absence of a genuine issue of material fact.
V. Catrett, 477 U.S. 317, 323 (1986).
court
that
nonmoving
there
party's
is
an
case.
absence
Id.
at
of
Celotex Corp.
The movant must show the
evidence
325.
If
to
the
support
moving
the
party
discharges this burden, the burden shifts to the nonmovant to go
beyond the
pleadings and present affirmative evidence to show
that a genuine issue of fact does exist.
Anderson, 477 U.S. at
257.
The nonmovant may satisfy this burden in one of two ways.
First, the nonmovant ^'may show that the record in fact contains
supporting evidence, sufficient to withstand a directed verdict
motion, which was
^overlooked or ignored' by the moving party,
who has thus failed to meet the initial burden
absence
of evidence."
Fitzpatrick
of showing an
v. City of Atlanta, 2 F.3d
1112, 1116 (11th Cir. 1993) (quoting Celotex Corp., 477 U.S. at
332 (Brennan, J., dissenting)).
forward
directed
with
additional
verdict
evidentiary
motion
deficiency."
Second, the nonmovant ^^may come
evidence
at
Id.
sufficient
trial
at
based
1117.
to
on
Where
withstand
the
the
a
alleged
nonmovant
attempts to carry this burden instead with nothing more ^^than a
repetition of his conclusional allegations, summary judgment for
the defendants [is] not only proper but required."
Morris v.
Ross, 663 F.2d 1032, 1033-34 (11th Cir. 1981) (citing Fed. R.
Civ. P. 56(e)).
DISCUSSION
In their Motion for Summary Judgment, Defendants argue that
there
was
no
contract
as a
matter
of law,
that they
are
not
parties to any contract Glissman may have had with Elzufon, and
that
the
Statute
of
Frauds
bars
Glissman's
claims.
The
Court
will take up each argument in turn.
I.
Is -there a contract?
^'To constitute a valid contract, there must be parties able
to contract, a consideration moving to the contract, the assent
of
the
parties
to
the
terms
of
the
contract,
matter upon which the contract can operate."
and
a
subject
O.C.G.A. § 13-3-1.
^'The consent of the parties being essential to a contract, until
each
has
assented
to
all
the
terms,
there
is
no
binding
contract; until assented to, each party may withdraw his bid or
proposition."
O.C.G.A. § 13-3-2.
Viewed in the light most favorable to him. Plaintiff has
produced sufficient evidence from which a reasonable juror could
conclude that he and Elzufon made a contract.
While Plaintiff
does not assert that the Jan. 8 email constituted the contract.
he argues correctly that it reflected an oral agreement between
them, sufficient to
Defendant.
withstand an award of summary judgment to
Plaintiff testified that: Elzufon sought him out for
his related experience in waterpark development and management;
Elzufon hired him; Elzufon agreed to compensate him at a rate of
$2,800 weekly.
Finally, the record shows that Elzufon notified
Gross that Glissman had been added to the executive management
team.
Viewed in the light most favorable to him. Plaintiff has
also produced sufficient evidence from which a reasonable juror
could
was
conclude
indicted.
Plaintiff
to
that
he
and
Plaintiff
remain
on
Gross
made
testified
the
a
contract
that,
Project,
in
after
order
Gross
to
agreed
Elzufon
entice
to
pay
Plaintiff under the same terms that he and Elzufon had initially
agreed upon.
Dkt. No. 21-1, pp. 51-53.
Plaintiff's testimony
supports the following: after Elzufon was indicted in February
2015,
Gross
Project;
became
Glissman
regarding
Glissman's
and
Glissman's
main
Gross
point
of
subsequently
compensation;
contact
had
Glissman
on
the
conversations
sent
Gross
in
writing the terms of his previous agreement with Elzufon; Gross
agreed to those same terms.
Id.
True, Gross argues that he did not assent to the terms that
Glissman
there
is
articulated.
a
genuine
But Glissman
issue
of
testified that he
material
8
fact
regarding
did.
So
whether
Gross agreed to compensate Glissman for his continued services
on the Project.
law
that
Therefore, the Court cannot hold as a matter of
Glissman
and
Gross
made
no
contract,
and
Gross's
request for summary judgment on the existence of the contract
must be denied.
Defendants
existed
also
lacked
enforceable.
argue
that
sufficient
whatever
material
agreement
terms
to
may
be
have
legally
They cite Burns v. Dees for the proposition that a
contract cannot be enforced if its terms are incomplete, vague,
indefinite,
or
uncertain
and
Dong
v.
Shepeard
Community
Blood
Center for the proposition that an employment contract for an
indefinite period of time is unenforceable.
557 S.E.2d 32 (Ga.
Ct.
App.
App.
2001);
522
S.E.2d
720
(Ga.
Ct.
1999).
His
reliance on both is misguided.
The
court
held
the
agreement
in
Burns
unenforceably
indefinite where the promisor allegedly promised ^'an unspecified
interest" for
his
work
on '''other
ventures."
557
S.E.2d
at
35.
Such terms do not govern the present contract.
Dong is not a breach of contract case at all.
court
there
held
that
the
plaintiff's
claim
Instead, the
for
tortious
interference with her employment relationship failed where her
employment was at-will.
The effect of the indefinite period of
employment was not—as Defendant would have the Court hold here—
that there was no employment relationship or that there was no
contract.
No, the effect of the indefiniteness of the period
was that the employment was terminable at will and thus could
not
support
a
cause
O.C.G.A. § 34-7-1).
for
wrongful
termination.
Id.
(citing
Here, the Court cannot say at this stage
that the contract is unenforceably vague.
II.
Does the Statute of Frauds bar Glissman's claims?
Plaintifff
contends
that
the
email
he
sent
to
Elzufon
reflected the terms of an oral agreement they had made.
While
an oral agreement is no less valid than a written one, Georgia's
Statute of Frauds requires some agreements to be in writing in
order to be enforceable.
Notably here, '^any agreement that is
not to be performed within one year from the making thereof" and
^^a promise to answer for the debt, default, or miscarriage of
another."
in
O.C.G.A. § 13-5-30(2), (5).
Such agreements must be
writing and signed by the person to be charged therewith.
Id.
Defendant first contends that the agreement was not to be
performed within a year.
He argues in support that Glissman's
period of employment lasted thirteen or fourteen months.
agreement
year,"
not
limited
to
Defendant
argues,
and
Glissman's
is
deposition
a
period
"[i]t
testimony
that
which his claim of a contract existed
year requirement."
Dkt. No. 19, p. 8.
10
of
is
the
time
clear
less
from
period
of
than
"The
one
Plaintiff
time
for
was in excess of the one
On this point, Georgia law is clear: "[T]o fall within the
ambit of this statutory provision, a contract must be incapable
of being performed within a year; the possibility of performance
of the contract within one year is sufficient to remove it from
the Statute of Frauds."
721
S.E.2d
possibly
577
be
(Ga.
Ct.
performed
this provision."
Bithoney v. Fulton-DeKalb Hosp. Auth.,
App.
within
2011).
a
"""[Ilf
year, it
does
the
promise
not fall
may
within
Henry v. Blankenship, 621 S.E.2d 601 (Ga. Ct.
App. 2005). A promise which is not likely to be performed within
a year, and which in fact is not performed within a year, is not
within the statute of frauds if at the time the contract is made
there is a possibility in law and in fact that full performance
such
as
the
parties
expiration of a year.
intended
may
be
completed
before
the
Vernon v. Assurance Forensic Accounting,
LLC, 774 S.E.2d 197 (Ga. Ct. App. 2015).
More specific to the
employment
context,
the
at-will
employment
actually
lasts
^'fact
that
several
an
years
does
contract
not
bring
of
the
contract within the statute, since either party could put an end
to the contract within one year, and the contract would thereby
be
fully
performed."
Williston
on
Contracts § 24:3 (citing
Parker v. Crider Poultry Inc., 565 S.E.2d 797 (Ga. 2002)).
The
Supreme Court, too, has spoken on the subject: ^^The parties may
well have expected that the contract would continue in force for
more than one year, it may have been very improbable that it
11
would not do so; and it did in fact continue in force for a much
longer time.
But they made no stipulation which in terms, or by
reasonable inference, required that result.
The question is not
what the
probable,
performance
contract
was,
or
but
expected,
whether
or
the
actual
contract,
according
of
to
the
the
reasonable interpretation of its terms, required that it should
not be performed within the year."
Warner v. Tex. & P. Ry. Co.,
164 U.S. 418, 434 (1896) (the contractual duration was ""as long
as
he
needed it," which turned out to be thirteen
years, and
still it did not fall within the statute).
Here,
Glissman
there
and
is
Elzufon
no
evidence
specified
that
a
the
definite
agreement
duration.
between
Nor
is
there any evidence that the agreement between Glissman and Gross
specified
a
indefinite
definite
duration
Frauds. . . .
duration.
does
not
''A contract
fall
of employment
within
the
Statute
of
of
This is so because, at its inception, a contract
of employment for an indefinite duration is an agreement capable
of
being
performed
performance
of
the
within
contract
one
year,
within
and
one
remove it from the statute of frauds."
the
year
is
possibility
of
sufficient to
Parker, 565 S.E.2d at
798-99.
Defendant
Inc.,
for
the
cites
Morgan
proposition
v.
that
American
Insurance
employment
Managers,
agreements
for
a
definite term not to be performed with a year fall within the
12
statute of Frauds.
correct.
521 S.E.2d 676 (Ga. Ct. App. 1999).
That is
But as previously pointed out, this agreement had no
definite term of duration.
Defendants
next
argue—less
fulsomely—that
the
agreement
falls within the Statute of Frauds because it is a promise to
answer
for
the
debt
of
another.
The
applicability
of
this
provision turns on whether the promise at issue is ^'collateral,"
"secondary," or "superadded" to that of another party or whether
the
promise
is
undertaking is
an
one
"original
where the
undertaking."
An
original
promisor is "furthering
his
interests rather than underwriting the debt of another."
K.
Larkins,
Jr.,
Ga.
Contracts
Law
and
Lit. § 6.3
(2d
own
John
ed.).
Statements such as "I'll see that he gets paid" or words to that
effect
ordinarily
indicate
an
original
undertaking
whereas
a
statement like "if he fails to pay, then I'll pay" indicates a
collateral promise.
Id. (citing Lewis v. Dan Vaden Chevrolet,
Inc., 236 S.E.2d 866 (Ga. Ct. App. 1977); Bennett Oil Co. v.
Harrell,
238
S.E.2d
267
(Ga.
Ct.
App.
1977)).
An
original
undertaking exists where one debtor is substituted for another.
Id.
(Ga.
(citing
Ct.
original
Donald
App.
H.
Gordon
1987)).
undertaker
and
The
an
Co.
v.
crucial
Carswell, 362 S.E.2d
distinction
underwriter
promisor is furthering his own interests.
13
is
between
whether
the
483
an
new
Robin C. Larner, Ga.
Jur. § 1:46 (citing
Schwab
U.S.A.,
Inc.
v.
Perpetual
Machine
Co., 525 S.E.2d 719 (Ga. Ct. App. 1999)).
^'[T]hose promises required by the statute to be in writing
do
not
include
an
original
undertaking
in
which
the
new
promisor, for valuable consideration, substitutes himself as the
party who is to perform and the original promisor is released."
Donald H. Gordon Co. v. Carswell, 362 S.E.2d 483 (Ga. Ct. App.
1987).
In this case. Plaintiff has produced sufficient evidence to
withstand
summary
judgment
that
Gross
made
an
original
undertaking instead of a promise to pay for the debt of another.
Because
Gross
remained
on
the
Project
after
Elzufon
had
been
removed from it. Gross was furthering his own interests rather
than Elzufon's interests in maintaining Glissman's employment on
the Project.
Glissman testified that Gross ^Vanted to ensure me
that I was going to be paid and that he was working every angle
on bridge loans and so forth to make sure that he could fulfill
that obligation.
He also discussed with me that he would look
into his tax credit business and possibly pay me through his tax
credit
business
funds."
Dkt.
No.
21-1
51:23-52:4.
This
statement is more like "I'll see that he gets paid" than "if
somebody else fails to pay, I'll pay."
The Court cannot hold as
a matter of law that Gross's promise to compensate Glissman was
14
the
promise to answer for the debt of another.
Gross is not
precluded from presenting this argument to a jury.
Because this agreement does not fall within the Statute of
Frauds, the Court need not analyze whether partial performance
provided clear and convincing evidence of the contract.
Ill.
Is
there
sufficient evidence for
Glissxnan's
quantum
meruit claim?
Plaintiff
meruit
in
the
has
brought
event
that
the
his
alternative
breach
of
claim
contract
of
claim
quantum
fails.
(Where an express contract exists, there can be no recovery in
quantum meruit.
Blueshift, Inc. v. Advanced Computing Techs.,
Inc., 616 S.E.2d 816 (Ga. Ct. App. 2005)).
summary
judgment
on
the
quantum
meruit
Defendant requests
claim,
arguing
that
Plaintiff has failed to produce any evidence of value conferred
on Defendants.
Quantum meruit under Georgia law has four elements: (1) the
performance
of
valuable
services
(2)
that
are
accepted
or
requested by the defendant (3) for which failure to compensate
the provider would be unjust and (4) the plaintiff performed
with the expectation of compensation.
Amend v. 485 Props., 627
S.E.2d 565, 568-69 (Ga. 2006).
^Value' means
value to the
owner rather than the cost of
producing the result to the workman."
Co.,
Inc.,
244
S.E.2d
646,
647
15
(Ga.
Bowen v. Ken-Mar Constr.
Ct.
App.
1978)
(citing
Brumby v. Smith & Plaster Co. of Ga., 181 S.E.2d 303, 305 (Ga.
Ct. App. 1971)).
rendered
to
Proof of
and
accepted
reasonable value of services
by
[a
defendant
is]
an
essential to recovery on a quantum meruit basis."
element
Dieqert v.
Cedarbrook Homes, Inc., 599 S.E.2d 211, 212 (Ga. Ct. App. 2004).
^Value,
as
any
other
circumstantially
positively.'"
to
be
proved,
inferentially
or
matter
as
well
may
as
be
shown
directly
or
Nextel S. Corp. v. R.A. Clark Consulting, Ltd.,
596 S.E.2d 416, 419 (Ga. Ct. App. 2004) (quoting Centre Pointe
Invs.
V.
Frank
M.
Darby,
549
S.E.2d
435,
439
(Ga.
Ct.
App.
2001)).
Here,
Plaintiff
testified
that
typical value for his services.
$120,000
annually
was
a
He also testified that Elzufon
valued his services in the present case at $2,800 weekly.
The
Georgia Court of Appeals has specifically held that testimony
regarding the typical charge for services is evidence of value
conferred in a quantum meruit claim.
Thus,
at
this
sufficient
stage
evidence
of
that
the
he
Nextel, 596 S.E.2d at 419.
case,
conferred
Glissman
a
has
benefit
produced
to
Gross.
Further, Glissman has produced sufficient evidence of each
element
of
performed
quantum
services
meruit.
as
an
He
executive
presented
the
one
who
initially
hired
16
that
he
management team member for
the Project from January 2015 to March 2017.
not
evidence
Glissman
Though Gross was
for
the
job,
he
accepted the benefit of those services before and after Elzufon
was indicted.
had
hired
Project.
Specifically, Elzufon
relayed to Gross that he
Glissman onto the executive management team for the
After Elzufon
was' indicted.
Gross initiated contact
with Glissman expressing an expectation that Glissman's services
would
continue.
Plaintiff
testified
compensation of $2,800 weekly for
that
his services.
he
expected
He presented
evidence that it would be unjust for him to have conferred such
services to the Project without compensation.
IV.
Claims against Gross Construction
Plaintiff Glissman has brought both of his claims—breach of
contract and quantum meruit—against both
Defendants.
However,
he has not produced sufficient evidence as to either cause of
action to proceed against Gross Construction.
In
fact.
Gross
Construction
is
never
mentioned
in
the
record evidence before the Court—not in Glissman's deposition,
not in any other exhibit.
While Glissman did testify that he
was unsure about exactly which entity employed him, he has made
no suggestion that it was Gross Construction.
evidence
that
any
of
his
conversations—whether
He produced no
orally
or
in
writing—with Gross were in his representative capacity for Gross
Construction.
Nor has Glissman produced evidence that Gross Construction
received the benefit of his services.
17
He produced no evidence
of
Gross
benefit
Construction's
it
received
connection
for
having
to the
Project
Glissman
on
nor
the
of
any
Project.
Moreover, Plaintiff's responsive brief failed to address Gross
Construction's
argument
that
Glissman's
claims
against
it
be
dismissed.
CONCLUSION
Defendant Gross's Motion for Summary Judgment on all claims
is DENIED.
Defendant W.H. Gross Construction Company's Motion
for Summary Judgment on all claims is GRANTED.
SO ORDERED, this 2nd day of August, 2018.
HON. ^SA\50D«EY(W00D,
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF GEORGIA
18
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