Patel v. Patel

365 Ga.App. 184

877 S.E.2d 846

PATEL

v.PATEL.

A22A0902

Court of Appeals of Georgia.

August 26, 2022

Hungeling Rubenfield Law, David John Hungeling, Adam S. Rubenfield, Atlanta, for Appellant.

Knight Palmer, Sherri G. Buda, Bryan Moy Knight, for Appellee.

Phipps, Senior Appellate Judge.

In this contract dispute, Shama Patel sued her brother, Prakash Patel, alleging that (1) she and Prakash entered into a written agreement in which Shama agreed to transfer her 50 percent ownership interest in a house in London to Prakash in exchange for a payment of £24,850 from Prakash, and (2) Prakash breached that agreement by failing to pay Shama the £24,850. Shama asserted claims for rescission, breach of contract, and attorney fees and costs of litigation. The trial court granted summary judgment to Shama on her claim for breach of contract and denied summary judgment to Prakash. Prakash appeals, contending that the trial court erred by finding that the alleged agreement was supported by consideration and unambiguously required him to personally pay the £24,850 to Shama. Prakash also argues that the trial court made additional findings of fact that were unsupported by the evidence and contradicted by evidence presented by him. Finally, Prakash asserts that Shama's claims are barred by the Statute of Frauds. We reverse the trial court's grant of summary judgment to Shama because we find that there is a material dispute as to whether there was consideration for the alleged agreement, but we affirm the trial court's denial of summary judgment to Prakash, as he has not met his burden of showing the absence of any other disputed issues of material fact.

The record shows that in October 2012, Prakash and Shama's father, Indubhai Patel, who was beginning to suffer from dementia, granted Prakash power of attorney over his property and financial affairs. At some point prior to April 2013, Indubhai transferred ownership of a house in London to Prakash and Shama. After the transfer from Indubhai, Prakash and Shama each owned a 50 percent interest in the house. During mid-2014, Prakash and Shama discussed the possibility of voiding the original transfer from Indubhai and selling the house to pay Indubhai's expenses. E-mails from Prakash and Shama discussing the possible sale of the house also refer to repaying Shama for payments that Shama contends on appeal were funds she "advanced [to] her sister Pallavi ... against [Pallavi's] anticipated interest in Indubhai's estate."

Ultimately, in November 2014, Prakash, Shama, and Indubhai met and signed a document transferring title of the London house from Prakash and Shama as transferors to Prakash and Indubhai as transferees. The transfer document provides that Prakash and Indubhai "are to hold the property [i]n trust for themselves as tenants in common in equal shares." The transfer document also states that the transfer "is not for money or anything that has a monetary value." As an "additional provision," the document states that the transfer "is made in consideration of the natural love and affection that Shama ... has for her father Indubhai[.]"

During the November 2014 meeting, Prakash and Shama signed a document¹ formatted as a letter from Prakash to Shama which states, in relevant part:

RE: Full and Final Settlement of UK House Transfer

Please find attached:

1. House share transfer document prepared by Anthony Gold solicitors in the UK[; and]

2. Various Barclays Bank documents to a) confirm your signature on the account (the Norbury branch does not have your signature card), b) authorize me as a third party to handle his current account and c) remove you from the Joint current account[.]

Once you have signed these documents, I will send them to Sean Carroll and Barclays Bank, as appropriate.

I confirm that once I have notification from Sean Carroll, Anthony Gold that the UK house transfer has been recorded, as full and final settlement of the money you have paid to Pallavi on behalf of Dad, I will authorize the transfer of £24,850 to your following account in the UK:

Barclays Bank,Account Name Mrs S R PatelAccount Number [deleted]Sort Code [deleted]

Indubhai died in November 2016. In his will, Indubhai left all of his property to Prakash. Shama sued Prakash in October 2019, alleging that she entered into a written agreement with Prakash in November 2014 to transfer her 50 percent interest in the house to Prakash in exchange for a payment of £24,850 from Prakash and that Prakash breached that agreement by failing to pay Shama the £24,850. At her deposition, Shama clarified that the "written agreement" referred to in her complaint is the November 2014 letter from Prakash to Shama. Shama also testified that she had loaned money to her sister Pallavi, and that her lawsuit contended that Prakash was liable for Pallavi's debt.

Prakash subsequently filed a motion for summary judgment, arguing that the funds to pay the debt that Pallavi (or Indubhai) allegedly owed to Shama were to come from their father's assets, and that Prakash never agreed to personally pay Shama any amount. Furthermore, according to Prakash, Shama's claims were barred due to a lack of consideration and by the Statute of Frauds. Shama also filed a motion for partial summary judgment, contending that the November 2014 letter contains all of the elements of a valid contract and was supported by consideration. Shama sought summary judgment on her claims for breach of contract and for attorney fees and costs of litigation. Following a hearing, the trial court denied Prakash's motion for summary judgment and granted Shama's motion for summary judgment as to her breach-of-contract claim. This appeal followed.

Summary judgment is proper when there is no genuine issue of material fact and the movant is entitled to judgment as a matter of law. A de novo standard of review applies to an appeal from a grant or denial of summary judgment, and we view the evidence, and all reasonable conclusions and inferences drawn from it, in the light most favorable to the nonmovant.

High Tech Rail and Fence v. Cambridge Swinerton Builders , 363 Ga. App. 226, 228-229, 871 S.E.2d 73 (2022) (citation and punctuation omitted). "Because this opinion addresses cross-motions for summary judgment, we will construe the facts in favor of the nonmoving party as appropriate." Plantation at Bay Creek Homeowners Assn. v. Glasier , 349 Ga. App. 203, 204, 825 S.E.2d 542 (2019) (citation and punctuation omitted).

1. Prakash contends that the trial court erred in finding that the alleged agreement was supported by consideration. We agree.

"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, and a subject matter upon which the contract can operate." OCGA § 13-3-1. In turn, "[t]o constitute consideration, a performance or a return promise must be bargained for by the parties to a contract.... A performance or return promise is bargained for if it is sought by the promisor in exchange for his promise and is given by the promisee in exchange for that promise." OCGA § 13-3-42 (a), (b). And, "[t]he performance or return promise may be given to the promisor or to some other person." OCGA § 13-3-42 (d). "A consideration is essential to a contract which the law will enforce." OCGA § 13-3-40 (a).

"Under Georgia rules of contract construction, where multiple documents are executed at the same time in the course of a single transaction, they should be construed together." Callahan v. Cox , 279 Ga. App. 368, 369-370, 631 S.E.2d 405 (2006) (citation and punctuation omitted). Here, the house transfer document was executed contemporaneously with the November 2014 letter, and the November 2014 letter expressly refers to the house transfer document. "As such, the two documents may be considered as a single transaction." Id. at 370, 631 S.E.2d 405

The trial court concluded that valid consideration existed because Prakash received a benefit by Shama's transfer of her 50 percent of the house. Specifically, the trial court determined that, upon the transfer, Prakash became a tenant in common with his father for the entire property, "which would automatically give more ownership to [Prakash] upon his father's passing." In addition, the court determined that Indubhai's increased ownership benefitted Prakash because Indubhai's will provided that all of his assets were to go to Prakash. Prakash argues that he received no benefit from the transfer because he owned 50 percent of the real property before the transfer and the same 50 percent after the transfer.

Pretermitting whether Prakash benefitted from Shama's transfer of her interest in the house, Shama's transfer of her interest in the house constitutes consideration for Prakash's promise only if it was "sought by [Prakash] in exchange for his promise and [was] given by [Shama] in exchange for that promise." See OCGA § 13-3-42 (a), (b), (d). Shama contends that she agreed to transfer her interest in the house "in exchange for Prakash's transfer of £24,850 to [her]" and that Prakash "agreed to pay [her] £24,850 for the transfer of her interest in the house." At her deposition, Shama testified that she understood that Prakash would pay her if she transferred her share of the house. Furthermore, the November 2014 letter states that Prakash will authorize the transfer of £24,850 to Shama's bank account after he receives notification that the house transfer document has been recorded. Thus, there is evidence from which a jury could find that Shama agreed to transfer her interest in the house in exchange for a promise by Prakash to authorize the transfer of £24,850 to her bank account, and that, as a result, Prakash's promise was supported by consideration.

On the other hand, there is evidence in the record from which a jury could find that Shama did not transfer her interest in the house in exchange for Prakash's promise. As Prakash...