EZ Green Assocs. LLC v. Georgia-Pacific Corp.

The plaintiff's proposed methods for calculating damages in its breach of contract action were too speculative, unreliable and failed to account for market realities.

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This litigation arises from a contractual dispute between the parties regarding a proprietary system for applying grass seed.1 EZ Green Associates, LLC “EZ Green” brought this action for breach of contract and a covenant of fair dealing against Georgia-Pacific Corporation, its assignee, GP Cellulose, LLC f/k/a Koch Cellulose, LLC, and BlueYellow, LLC, a GP Cellulose subsidiary collectively “Georgia-Pacific”. In a prior appeal, we reversed the trial court’s grant of summary judgment in favor of Georgia-Pacific, finding that conflicts in the evidence required EZ Green’s claims to be resolved by a jury.2 Upon remand to the trial court, EZ Green proposed three methods for calculating its damages, and Georgia-Pacific filed a pretrial motion to exclude those methods. The trial court granted the motion as to the first two methods and granted it, in part, as to the third method. In this interlocutory appeal, EZ Green argues that the trial court erred in finding that it failed to present evidence that its track record of sales had been tainted by Georgia-Pacific’s misconduct; by excluding the “commercially reasonable” benchmarks set forth in the contract for damages purposes; and by excluding Georgia-Pacific’s own projections of expected sales. EZ Green also argues that the trial court’s order contravenes public policy.3 For the reasons set forth infra, we affirm.

The record reveals that EZ Green and Georgia-Pacific originally entered into an agreement in 2003 regarding the sale of a product developed by EZ Green, which the parties revised on April 30, 2004.4 The contract provided that, for a period of five years, EZ Green would license its product to Georgia-Pacific, and in exchange, Georgia-Pacific agreed to make “commercially reasonable efforts” to market and sell the product. To that end, Section 7.3 a of the contract set forth specific benchmarks for the volume of sales that the parties expected to achieve each year. And if Georgia-Pacific achieved these goals, it would be deemed to have fulfilled its obligations under the agreement.5

EZ Green Assocs. LLC v. Georgia-Pacific Corp.

The plaintiff's proposed methods for calculating damages in its breach of contract action were too speculative, unreliable and failed to account for market realities.

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