Hendon Props. v. Cinema Dev., LLC - 275 Ga. App. 434, 620 S.E.2d 644 (2005)

Rule:

A motion to dismiss for failure to state a claim upon which relief may be granted should not be sustained unless: (1) the allegations of the complaint disclose with certainty that the claimant would not be entitled to relief under any state of provable facts asserted in support thereof, and (2) the movant establishes that the claimant could not possibly introduce evidence within the framework of the complaint sufficient to warrant a grant of the relief sought. In deciding a motion to dismiss, all pleadings are to be construed most favorably to the party who filed them, and all doubts regarding such pleadings must be resolved in the filing party's favor.

Facts:

Appellant Hendon Properties LLC entered into an agreement to purchase real property from appellee Cinema Development LLC. Under the agreement, appellee was required to perform certain site work to the property prior to closing, and appellant was required to contribute funding to the site work costs. Appellant brought this suit charging appellee with breach of contract for preventing the closing by failing to perform the site work in accordance with the requirements of the agreement. Appellant sought specific performance of the agreement or, alternatively, damages on theories of breach of contract, promissory estoppel, or negligent misrepresentation. Appellant attached a copy of the parties' agreement as an exhibit to its original complaint. Appellee, for its part, filed a motion to dismiss for failure to state a claim for relief, arguing that the agreement was unenforceable because it lacked a sufficient description of the subject property. Thus, appellant filed an amended complaint to which it attached additional exhibits purportedly containing an adequate description of the property. The superior court granted appellee’s motion to dismiss and dismissed appellant’s claims for specific performance and breach of contract, on the ground that the property was not adequately identified in either the agreement or the exhibits submitted by appellant. On that ground and others, the court also dismissed appellant’s promissory estoppel and negligent misrepresentation claims.

Issue:

Did the court err in granting appellee’s motion to dismiss all of appellant’s claims?

Answer:

Yes.

Conclusion:

The court affirmed the decision of the trial court with respect to the dismissal of the appellant's claims of specific performance and breach of contract, however, the court reversed the decision with respect to dismissal of the promissory estoppel and negligent misrepresentation claims. The court found that the property was not adequately identified in either the agreement or in other exhibits submitted by the appellant. The court added that contradictions between those documents prevented the enforceability of the agreement under breach of contract and specific performance. However, the court held that it was error to dismiss the promissory estoppel and negligent misrepresentation claims, as they were not barred by the absence of a legally enforceable agreement between the parties. Further, damages were properly claimed, and reliance could have been had on the agreement, as it was enforceable at the time it was made.