Club Factorage, LLC v. Wood Duck Hiding, LLC et al

Filing 52

ORDER granting in part and denying in part 38 Motion for Summary Judgment. Signed by Judge William T. Moore, Jr on 6/26/17. (wwp)

j

",m;il:l-'

COT]RT FOR

ST.dTES DISTRICT

THE I'NITED

IN

THE sorrrHERN
DrsrRrcr oF cEoRcrA "nll *i:.J2n Fli l3: t q
SAVANNAH DIVISION
CLUB FACTORAGE, LLC,
Pfaintiff,

cAsE NO. CV4r5-264
LLC and
WOOD DUCK HIDING,
TIMOTHY M. PETRIKIN,

Defendants.

ORDER

the

Before
Judgment.

(Doc.

MoLion

GRANTED IN

wiII

is

a

For

:e.)

rrrcrceed to

breached

is

Court

the

for

Motion

Defendants'
following

Defendants'

reasons,

PART ANd DENIED TN PART.

friaf

on
when

contract

the

issue

they

faifed

to

pay

ThiS

CASC

Defendants

whether

of

Summary

annual

club

dues to Pfaintiff.
BACKGROIIND
Hampton
cfub

Preserve

on Hampton Island

(Doc.
Timofhv
with
nqrrr v n }el:=sc o
y
r

Attach.

37,

Petrikin

eu

Actach.
purchase

i

1 at
that

1

at

entered
Isfand

Hampton
I ^l-

1.)

IJLC (the

Club,

Island

8.)
into

Defendant
to

Tql:rr.i

Petrikin
Defendant

Georgia.

2006,

Defendant

and safe

Agreement

11,

a Purchase

private

county,

Liberty

On JuIy

Preservation
u:mnt-.1yr

property

in

a

is

"Club")

Inc.

Properties,
DrFqar.1ra

assigned

f D.).-

the

wood Duck

rights

Hiding,

to
4n

to
LLc

(Id.

("Wood ouck").
the

purchased

Duck purchased

three

stated

Agreement
pay

d.ues to

(a)

twelve

date

the
(tz1

on which

Attach.

term,

Club

the

Club

was to

of

Course [, ]

Eo

$l-50,000

yearly

along with

Purchase

Sale

and

obfigation

to

Ehe fonger

of

the
fthe

of

The

66.)

1at

waived

be

mont.hs from

a CIub

signing

Wood Duck's

Defendant

that

Wood

Defendant

by

$50,000,

However,

a membership

buy

"for

Date

Closing

golf

club's

the

named]

course

pIay."t

become open for

(b)

or

(Doc. 40,

1 at 3.)
in

Defendant

Wood Duck,
personal

obl-igations

Agreement

DairiLir

to

(Doc. 38, Attach.

instal-l-ments of

DespiEe signing

user."

the

and Sal-e

Purchase

a membership deposit

18 hofes

colf

Ricefields

the

this

in

3]., 2006.

(Id. )

palments.

dues

of

agreed

Wood Duck

Cfu]f, Agreement required
be made in

As part

a membership

Agreement on July

Wood Duck ultimately

Defendant

compl-iance with

In

Cfub.

the

(Id.)

lot.

Defendant

Agreement,
in

aE 2.)

l-isted

(Id.
:rrrccd

at

his

officiaf

Petrikin
under

was
the

Defendant
4.1
F.\

As

Lra,^.\ma

t At the Lime Defendants
the golf
Club Agreement,
no! yet compfete.

the

capacity
not

Club

as

designated
'l

Defendant

absofved
Agreement.

Petrikin

ncrcnrr:11rr

for

i:l-r'la

the
user,
\\f^,

all

from

club

The

"designated
Defendant
.l

l

dlraq

fhe
l.)f
and si oned
purchased
course was under consLructlon,

the

but

fees,

charges
(rd.

the club. "
On

and other
at

,January

president
(*Club
golf

of

would

L6,

2008,

Mr.

Leventhal

be

in

the golf

(id.
be

standing

from

not

had

withholding

by

Mr.

(Id.

at

Pl-aintiff

C]ub

that

in

2008.

membership

aff

29,

dues

pavments
(Id.

payments
On

of

bv

basis

letter

1-7,

email

At

cfub
that

that

2OO9,

towards

would

course

dues pending

Instead,

Mr.

that

Defendants

compfet.ion

Leventhal

informed

of

were

entitled

CIub, s golf

the

lri

Fr^z

by unrecorded
n.\l-

leave,
then
Otherwise
alI

was

Defendant

1-i^i n.r

f rE>t-

side
o^

deafs
f : i v.

Petrikin

that

and we are

in

:
,- F

\ , . Jl-l

r

WanE

to

course.

Cfub was
bound

be

5.)

withhofd

.r] |r'

time,

Defendant

he

golf

the

should

that.

each

that

from

basis

on the

950,000

that

On February

and

4-5.)

LLC

CIub's

accourlts

2008

at

January

Leventhal
on the

the

a second

opened.

disaqreed

not

to

received

Factorage,

sometime

February

withhofd

c l-ub dues

not open.

owing

Leventhaf-the

S.

received

that.

deposit.

informed

time

Petrikin

9)-indicating

opening

made two

membership

to

Ronal-d

Plaintiff

at

course had not

Defendants

Petrikin

4l

Clu-b and

stating

good

time

Def endant

DefendanE PeLrikin

members could

the

at

Factorage")

course

2 0 08 ,

1-7,

the

from

3.)

(rd.

correspondence

amounts

EO

pLease
do
so
a
g'entl-ernan.
as
pay'rnentg must be current.
prior
to

Lhe

use.

further
,anv

(Id.)

fotherl

on

3,

on

the
(Id,

dues.

responded
ag'reements

to

letter
c

r/T/l

this

(Doc.

Superior

Duck

they

final-

make the

pay

would
Mr.

same day,

at

7.)

it

no

Leventhal

would

would

not

8,

with

make

the

open

On October

correspondence

1

payments,
of

was sent,
years.

Attach.

of

the

at

2008,

a formal-

any

further

9.)

Plaintiff

that

was no development

Plaintif

18.)

a

2OL4,

to

at

6,

letter

final

On Jufy

When Defendant.s
f il_ed a
(Doc.

Defendants

37,

Cfub

f

Cfub
20'L4,

plaintiff

from

membership

the

9,

deposit

2QL4, and associated

Cobb County.

alleged

June

action
1

received

there

on

this

2009 to

Attach.

Court

The complaint

37,

from

dues

these

Mr.

advised

and

a party;

not

(Id.

in

payrnent

the

40,

Eender

six

rights

wood

$50,000,

not

deposit

On the

email

that

(Doc.

demanding

6.)

this

for

its

Defendant

Petrikin

Wood Duck would

did."

letter

this

Factorage.

bv

l

case

assigned

Defendant.

we were

I

foflowed

AfEer
in

which

indicating

n^lmart-

bound

not

that

Box if

Defendants

otherwise

membership
at

stating

Pandora's

2008,

Defendant

that

installment

we are

deal.

March

Leventhaf

further

Also

of

interest.
refused

to

in

the

1 at

G.)

complaint
Attach.

had breached

the

Club

Agreement

and

at

N.)\rcmhpr

nn

?O

the Northern

this

Defendarlts

(rd.

$13s, 300.00.

2014,

that

request

2014.

However,

this

Court

to

f il-e

Defendants

had

summary

d-L!Lrc urroru n r ^ . i - t s . : r r r-f 's
r-Lcrr.u.Lforecfosed

by

claim

barred

is

Agreement,
lj-abfe.

and

the

because

on July

of

the

2016,

(Doc. 29.)

because

information

Clrrb

limitations,

Petrikin

21,

that

removaf

(Doc.
and

(Doc. 38).

Pfaintiff

Defendant.

of

(Doc. 37):

judgment.
under

25,

ordered

jurisdicEion.

defeci

to

and

sufficient

had

cl-aim

statute

that

notice

provide

that

granted

mot.ion

that

amended

case

O n Novernber

summary judgment.

for

Court

this

District

(Doc. 9.)

20L5.

to

corrected
for

amount. of

transfer

The Northern

an

ascerE.ain whet.her the

motion

the

removed

to

dismissed

failed

Defendants

in

(Doc. 1.)

motion

a motion

fifed

Defendant.s

their

a

filed

on September 28,

Defendants

Defendants

Georgia.

of

(Doc. 2.)

district.

l"iable

11. )

District

Defendants

were

35.)

refifed.

Defendants
Agreement

that

repudiated
is

to

not

is

plaintiff,s
the

Club

personally

(Id. )

2 The Court und.erstands from the
(Doc. 36; Doc. 37)
filings
that
Cumberfand
Creek
Properties,
Inc.
is
a
ceorgia
principal
with
corporation
its
place
of
business
in
Georgia.
If
lhe parties
conLest
this
understanding,
they
are DIRECTED to inform
Lhe Court within
ten days from the
date of this order,

ANALYSIS
SUMMARY .fUDGMENT STANDARD

I.

According
move

for

Fed.

to

part

the

of

summary j udgmene is
the

"if

any material

fact.

a matter

law. "

of

to

'pierce

to

see

-^frmi

Efec.

Indus.

(1985)
n^t-aa

j udgment

t- l-r: l-

a

r^

Co.,

As the

is

R.

as
is

proof

in

order

need

for

trial

.'

Radio
Civ.

appropriate

showins

hirf

.t,'

I/e!u),PJ.\J(,!

Cel-ot.ex Corp.

The substantive

Abrasive

Fed.

Corp.,
P.56

r"ri l t

v.

^--^-l-i^l

88? F.2d

f

.

the

1505

explained:

to

"

475 U S .
advisory

r- ha

(t-lth

establ-ish

^t

l-"'*/l^-

477 U.S.
action

nonmovanL

the

party's

t.o that

n p T . . ) n . r F . nLr-Lr |J\ .
ri .
lJ€:u\-,rr\-4
EJ(l

a499,

Supreme Court

ha:r

CatretrL,

faw gowerninq

when

sufficient

an el-ement essentiaf

of

r^rh i nh

(quoting

judgment

to

the

assess

zenith

as to

summary j udgment

of

qenuine

a

dispute

I

make

to

."

to

Co. v.

Summary

trial

and
is

ff6a

existence

The *purpose

fd.

be granted

must

enLitled

or

which

defense-on

no genuine

movanE is

there

587

"faifs

and the

of

may

cfaim

each

a motion

is

Ehere

whether

Matsushj-ta
574,

such

sought."

pl-eadings

the

cfaim

party

" [a]

identifying

each

shows that

movant

55 (a) ,

P.

Civ.

judgment,

summary

defense-or

R.

Cir.

case,
hv^^€

and
-f

3 1 7 , 3 2 2 ( l " 9 8 6 1.

determines
Co.

the

v.

whether

WaSh.

1989) .

Mi1ls

party

lAl
l-ha

summary judgment

seeking

initi:'l

1.acn.\hcihi

l ii-1'

nf

always

bears

irfnrminn

r-La

district
court of the basis for its moLion, and
portions
identifying
those
of
the pleadings,
depositions,
answers
to
interrogatories
and
,
f i I a
I n.YAt- h ar
wi l-h
1-he
admi ss ions
.jg
r Ft.:,t--..:
r^
d,lty
which
it
believes
I
demonstrate
the absence of a qenui.ne issue
of
material fact.
Celotex.

477 U.S.

at

nonmovant

to
a

qenuine

is

nonmovant's
604,

case.

(11th

608

The Court
factual

However,
that

to

facts,"

1998) .

1989)

the

arising

at

586.

ttran
creates

Court

should
v.

facts

to

the

929

Inc.,

& Cfark.

the
that

material

evidence

from

party

"must

some metaphysical
A

mere

Prods.,

Carter

more

Barfield

Coats

review

must

Nevertheless,

inference
the

v.

and all
in

it

F.2d

where

one
a

doubt

genuine
refuse

as

not

135 F.3d

issue
f^

F.2d

of

587-88.

evidence.

facts,

maCerial

shord

mat.eriaf
or

See, e.g.,

1_425 (l-1th
finder
and
fact,

cir.
mav
that
then

i l r U d m a rL ' E r r u .
.lU Y L f
J

Y!4uL

923 ,

the

fact

the

at

most

simpLy

suffice.

!422.

from

to
of

reasonabfe

inference

lighc

t.he

do more than

wifl

a

reasonable

475 U.S.

"scintilla"

concl-usory allegations,
v.

t.o

to

t.he pleadings,

beyond

as

shifts

1991)

Cir.

nonmoving
is

fd.

Tidwell

"draw

Clark

then

the nonmovant. Matsushita,

the

there

simp]y

issue

inferences

favorabfe

The burden

by going

establish,

there

323.

933-34

(11th

Cir.

,,

IT.

STATUTE OF LIMITATIONS
irriti:1

AS

Plaintiff's
statute
simple

a

in

Ehe

after

Ann.

October

of

In

Code.

l-ater

no

fetEer

than

stat.ing

rn:La

38,

frlrt-l.,ar

Attach.

2

on October

at

24.

and pl-aintiff

has expired

Pl-aintif

f

offers

to

the

sEat.ute

that

the

CIu-b Agreement

of

l-imitations

statute

payment

would

the

statute

the

dues

have

of

Pfaintiff's
due

date

5.)

2OI4
has

for

the

(Doc.

they

yet

the

deposit.

that

date
g.)

run

each

Accordingly,
respect

with

l-ess

the

than

to
six

(Id.)

complaint.

arg'ument addresses

membership

meanj-nq that

payable

the

with

plaj-ntiff

First,

40 at

were

fifed

arguments

divisible,
from

has not

Pfaintiff

second

is

runs

been due.

limitations

two

fimitations.

of

pal,menLs because

from the

$50,000

a

n r^( r -e
I J

six

CJ-ub Agreement-

the

complaint

limitations

response,

respect
argues

Ga.

sent

(Doc.

upon

within

breached

vrnrr'l ^

his

actions

payable."

and

the

b1/

(Id. )

remedy.

years

fifed

barred

that

brough!

be

Defendants

lu lh s yr r
- ra

arg'rJe

"Ia]f1

Defendants,

dues payments.

or

Because plainciff
stat.ute

to

when

FL-f

instal-l"ment

shaIl

writing-was

in

2008,

j,-al,r

Georgia,

writing

is

cfaim

same become due

contract
8,

-fFiffirF

the

In

S 9-3-24 " According

simpfe

the

contract

limitations.

contracts

years

of

breach
of

De f endant s

m:fl-ar.

outstandinq

Ev€rn if

the

Cl-ub

is

Agreement
years

year

(rd.

at

contract

that

gave

the

thaE

vras

$50, Oo0

Wood

Defendant
Plaintiff

is

If

cfub

when

counter-performance.
App.

103 ca.
.\mi t- t- F.l\

when

Thrr<

Defendants

longer

pay

statute

Urltil

those
is

contract
Fr^.r-Lr.L-1119,

-r'r

and if

it

none.'

--

-

..,r,^l

appearls]
"

Wood v.

if
^

that

Ins.

^F

the

Unified

Fh^

f i-41

breach

they

(citations

woul-d

no

have

Georgia,
service,

^f

t-].a

was to

take

of

Belf,

occurred

"In

quantity,

6dd^h-a

v.

of

may not

fimitations

contracL
cov't

Co.

that

whofe

an

an instalment

for

ini

as

either

became payable.

'the
;d

of

each pa).'Tnent

as to

due,

PfainLiff

obl-igations

entire

1-he

than

rather

63, '72 (1961)

119 S.E.2d

t.he statute

limitations

of

dj-visibfe,

becomes

informed

dues,

under

separately

f hnr r rrl-r

Frralr

(fd. )

Pj-edmont Lj-fe

"

235,

22s,

between

an instrument

is

as a return

or

Co pay

(Id.)

i-s

run
it

obliqation

indenendent

or

a 20 year

will

statute

"the

contends

predecessor.

agreement

Agreement

apply

Ag'reement

Pfaintiff's

to

not

does

obligation

the

sale

this

that

performance

the

to

and

and

subject

the

entire,
or

rise

that

Pfaintiff

Instead,

to Ga. Code. Ann. S 9-3-23.

pursuant

run

Duck

argues

seal- which

9.)

Purchase

the

period

six

argues

Pfaintiff

l-imitations

payment.

that

to

of

statule

than

was due more

deposit

As a resulE,

suit.

this

before
six

the

that

divisj-bIe,

a
or

-^n|-rr-t-

the whol-e

Athens-cfarke

ctv.,

Piedmont,

103 Ga. App.

a divisible

contracL

or

is

thing

Broxton

v.

Lifsey,

19 Ga.
46

crant,

518,

App.
App.

Ga.

Supreme CourL has hefd
is

is

when it
payable

in

Baker

v.

"

559 S.E.2d

749,

274 Ga. 745,

Georgia

The

Iis]

period.

v.

Glass

divisibfe

which

amount
uncerEain

Ian]

Brannen/Goddard co.,

(1933)).

a contract

Dol-an v.

(19].7),

913

"

(citing

72

38 (1898);

'727

S.E.

total

over

insEallments

16?

that

indefinite

an

"for

at

S.E.2d

91 S.E.

519,

32'7,

performances.

30 S.E.

103 Ga. 327,

Nelson,

servlce,

119

235,

aE

quantity,

"ttle

successive

by

accepted

(quoting

2015)

cir.

S . E . 2 d a L 7 2 r ,. H o w e v e r ,

\19

235,

one where

App.

103 Ga.

Piedmont,

at

is

be

to

(11th

1247

L244,

F.3d

818

ca.,

453

450.

(2002).
those

Applying
concludes

that

Agreement

in

the
the

that

rrraarf

ri

to,
n

the
nari

Attach.

n^

to

for

Club

a home or

at.

maintain

so long

M.\ralr\7ar

4.\

/l,,^^

club

homesite

a membership
Accordingly,
a membership

as they

l- h^

Court

The

divisible.

of

3

required

c l-ub are

and pay dues

l-rnma_:n

34,

the

case,

and maintain

acquire

(Doc.

the

owner

"each

Communities

members of
in,

the

Club. "

is

cl-r-rb Agreement

requires

in

this

to

standards

own tLleir
f aa-

5n,.1

P e ! * v q .

charges

are

modified

at

at

19.)

set

by

the

wiff-resuftinq

Based

on

this

owner
in

analysis,
1_0

of
an

the

Club

indefinite
the

and

may

amount.

Cl-ub Agreement

be
(rd.

is

a

of

as

DENIED

As

date'

2014 are

Defendants'

'

fimitati-ons

is

to

2009

from

pal,ments

,fudgment

summary

fo]r.

Motion

pay on each successive

run

to

begin

not

did

dues

the

contract'

the

statute

the

by

barred

not

divisible

dues

for

claims

result,

a

As

to

failed

Defendants

until

payabfe

on

fimitations

of

statute

a

period.

uncertain

an

over

j-nstal-lments

in

are

that

amount

totat

indefinite

an

for

palments

incfudes

it

becausd

contract

divisibfe

Eo

dues

the

pal.ment. s .

j"nstall-ment

membership
Defendants'

and

deposit
Club

Agreement

with

the

Pfaintiff

did

not

10.)

1

contract

cfaim

based

on the

Purchase

this

stage

in

proceedings.

at

with

this

that

clear

through

of
" [a]

2OO4)

for

Appeals
plaintiff

argr-1ment in

Gi]mour v.
Cir.

stating

that
of

balance

the

a breach

of

(Doc'

37 '

C]ub. "
bring

and Sale

the

a

breach

of

Agreement ' At

Pfaintiff

is

stuck

decision.

The court
iL

the

single

constituted

dues

annuaf

Attach.

least

at

t.o pay

and refusaf

fail-ure

"Defendants'

complaint

its

in

a

raised

Plaintiff

barred.

claim

contract

of

breach

is

pa)ment

$50, 000

third

the

to

claim

Plaintiff's

However,

a

the

opposing

brief

Shanahal

v.
11

Circuit

amend [its]

may not

Gates, McDonald & co.,
(citing

El-eventh

summary

has made
complairrt
judgrnent. "

382 F.3d 1312, 1315 (11th

City

of

Chi.,

a2

F.3d

776'

l

(7t.h

781

amend

its

Purchase
the

and Sale

payment

of

deposit,

than

Motj,on

for

of

to

Lhe

save

claim

its

to

may noL

do.

the

Clr.rb Aqreement

was

the

on

due

date

the

instaffment

limitat.ions
as

to

pursuant

claim

after

Summary Judgment

seeks

Thj-s Plaintiff

based

$50,000

statute

the

a

and thereby

years

six

final

the

bring

claim

Plaintiff

case,

palment.

Plaintiff's

more

this

Agreement,

instaflment

Because

In

to

compfaint

third

fifed

1996) ) .

Cir.

of

has

to

the

the

run.

for

membership
Defendants'

finaf

is

$50,000

GRAMTED.
fII.

ANTICIPATORY REPUDIATION
Defendants
payment

any

(Doc. 38,
to

afso

because

AtEach.

Pfaintlff's

determining

wtrether

deafs

prior

to

terms

of

the
the

time

that

it
arry

such

lne.,

the

not

Shealyl

owed dues.

be

(Id.
'.when

occurs

obligation

performance

is

Textife

Rubber

'

App.

point

491,

bound

&

at

by
in
In

party

perform

under

Chem.
494,

6.)

one
to

required

E. wad.e Sheafy was the pfior
manager of
person who inltially
sold Dpfendant Petrikin
) 12.

contract.

ag.reement

contractual

301 ca.

recover

Defendants

woufd

repudiation

contract."

T h e r m g _ I I S > < _: e s h . s - r

Specificatly,

or

his

cannot

repudiated

Plaintj-ff

anticipatory
repudiates

Pfaintiff

Pfaintiff

staLement
side

thereto

that

2 aL 5-6.)

unrecorded

Georgia,

argue

Co-

the
v.

6A7 S.E.2d

the Ch:b and
his home .

the

olo

d1.

ca.

r92,

happens
:rrd

/rnnq)

lmtnrinn

L93,

raamrar

S.E.2d

366

party

other

the

in

rnr:qi

breach,

or

contract

wait

35, 119 S.E.2d at
this
a

pa)4nents.

After

that

Mr

emails

Defendant
would

the

this

contract

ronrrdial-irlrr

^q

,a

performance

of

the

103 Ga. App.

for

and

at

234-

Petrikin

a

dispute

informed

further

informed

Petrikin

Defendant

during

make no

T,Fventhal

when

?qR

ommitted).

Pfaintiff

of

l-he

Piedmont,

(citations

series

Defendants

q
ne\,|mehj-

breach.

7I

rescind.

to

time

qa.'h.i

\r

(1988) ) .

673

fra:l-

the

case,

exchanged

672,

may elect

until

qir.,

PrrFlar

.6nl-r.ar-f

and sue for

In

C^+F6a

as

to

Leventhal-

Mr.

inst.alfment

Defendant

dues

or

Petrj-kin

dues
that

t.he Club was
not
our

bound by rmrecorded
side deafs and we are
view .rot b.ing
fair;
treated
if you want

I eave.

then

ofease

so

do

as

e

rrFnl- l Fmarl

payments must be current
Otherwise
aff
further
use. Also, we are otherwise
not
any Shealy deal .
(Doc.
this

38,

Attach.

1 at

Defendant

34.)

f am sorry
that
the current
Hampton Isfand
Club wilf
not
reached
by Wood Duck Hiding
cnj- i j-\/

h^tf in:l

prior
to
bound by

Petrikin

replied

by stating

emaif

that

in
to

iir

no

,Trrl\/

one

l-hj hlin<l-

membership

i I
al

in

?OOK

1s
i lmanf

the

Sirrr.a

bound
-'l

by
best

nrrmanr-

Cl-ub.

13

management of the
tronor the agreement
and Wade sheal-y's
il-

those

i<

rrnrrr

agreements,

interest
fn

nn<irian

nrrral.rrco

to

I

make

a

do
the

trustee

to

fTd

I

Mr

T,errent- hal

T

that

Petrikin

Defendant

^rhn_\f

l-.r

aY 1urs a a
s (r .

: a , a ,l A n j 4evL r

AT1r,,

L

rrnrr

is

argue

tshat

allowed

round

f irst

of

couple

months.

to

repudiated

Plaintiff
Agreement.
lerms
with

which

Ho\never. Pfaintiff
cfub

alt.ernatiwely

repudiated

th.e Purchase
i f f

it

by

rcnrrdi:l-

2 aL 6. ) Because the

.\f har

court

suggests

I4

wi1li-ng
the

but
s

is

that

to

afEer

payment
motion

of
for

this

Plaintiff

that

\\,a.rrcpmFnl-

itseff

in

and Sal-e

disentangling

and Sal-e Agreement
pd

court

appears

Defendants'
in

the

allegedly

zurchase

delaying

help

littfe

the

it

appears

guarantee.

an appropriate
of

by

or

successful-

glance,

also

Agreement

as

Dilint-

was

Pl-aintiff

be bound

f

Plaj-ntif

contract

to

refusinq

contract

exchange / the

From this

At. first

conundrum

Attach.

Agreement

contract.

is

final

and Safe

that

summary j udgment

the

paying

not

turn,

which

cfear,

less

the

in

payments.

whether

of

which,

zurchase

determine

is

evidence

dues

and

repudiating

1 .h r 1 -

contract
by

clear

is

exchange

breach

repudiated-the

unable

this

fuLure

any

or

Agreement-is

dues

would open
a guaranty

the

the

to

Defendants

Plaintiff

the

next

the

repudiating

f

j-nstaf Lment

is

r:nt i I

l.

32. )

Pl-aintif

club

de'l :w

in

Defendants
of

narrmpnf

by Steve

played

at

(rd.

nf

l-r)

:arr.FAmAnfq

it
which we were not a party,
[sic]
I can with
Box if I did.
the Pandora's
f rnm

informing

by

exchange

the

ended

afso
'/

alleges

(Tlor-

unclear

1R

which

grant

j udgment

summary

rnrestion

clf far:t- remains

a

was allegedly

not

are

Defendants

as

stage

this

contract

!"hich

as to

Accord.ingfy,

repudiated.

at

Defendants

to

to

improvident

be

would

it

repudiated,

been

has

contract

to

entitled

summary judgrnent.

against

never

a contract

(Id.)

Plaintiff

be jointly

"shafl

Pl-aintif f points

disagrees.

User

for

atf

dues,

fees,

time

to

time

owing

to

66 I

D e f e n d a n t - -P -e -t r- rtrr--r -l r
. : L.

cfub

Agreement

courts

."

(citinq
304 Ga.
-rr < -:-1
1r1
P

App.

Point

S.

I ---"-^^

-1d.119 Lrd.Y c

Dal.riLih

Accordingly,

je

.

2rO,

Retail

4a9,

App.

aE

Enters

SCSJ

319 Ga.

w.r.5

422;

^+

6 a r c! ^ r - lr1 '-d,
rv l
PL

the
-L-Ly

Defendants'

that

on

elsewhere,
its

pfain

Hansen & Hansen Enters.

v.

696 s.E.2d
contract
Iiahl6

l-5

user

with

'734 S.E.2d

Partners

Motion

1 at

as

v.

2L2,

Attach.

accordance

in

Inc.

Y

Duck

from

Georgia,

In

b5.)

wood

amou-nts

38,

' ^ - ' *f n a t e d

uc-

Lrtc

a contract

"interpret

]anquaqe

rnc.,

(1d.

(Doc.

Ehe Club. "

terms of

the

other

and

charges

.

each Designated

with

liable

and severafly

to

was

Pl'aintiff

Defendant

that

state

which

Agreement,

Club

and

Petrikin

Defendant

between

contract
there

because

faifs

Petrikin

Defendant

claim

of

breactl

Plaintiff's

that

allege

Defendants

t.he

INDIVIDUAL OBLIGATION

DEFENDANTPETRIKIN'S

IV.

21-A (20L2)

N. Am. Props.

Atlanta,

]-36 (2010)).

Here

states
r
4

for

2r4,

that
d s -e Yrrrrn :uf e u
ua fi
q

the

Defendant.
cd

Summary Judgment

llqar

on the

basis

lhat

not

is

Petrikin

Defendant

liable

indiwidual]y

is

DENIED.
CONCLUSION
For

the

Summary ,fudgment. (Doc.
PART.
whether

This

case

Defendants

oav annuaf

reasons.

foregoing

dues to

wilf

38)

for

GRANTED IN PART and DENIED IN

is

proceed

breached

Motion

Defendants'

to

triaf

a contract

on

the

when they

issue
failed

of
to

Plaintiff.

Elii" 26+^y
so oRDERED

of ,rune 2017.

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF GEORGIA

Lt)