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ROMAR Joint Venture “ROMAR”, by and through Bank of America, N.A. “BOA” as the managing joint venturer of ROMAR, filed a petition in 2010 seeking to dissolve ROMAR on the grounds that management was deadlocked. One of the joint venturers, Margaret Brewster Maree, and her co-trustee J. Clifton Barlow, Jr.1 objected to dissolution and asserted various counterclaims against BOA. In Case No. A14A0875, the Maree Parties appeal the trial court’s grant of dissolution, the dismissal of their counterclaim for conversion, and denial of summary judgment on their claim that BOA breached the contract by using ROMAR funds to pay its litigation expenses. In Case No. A14A0876, BOA cross-appeals the trial court’s denial of its motion for summary judgment on the Maree Parties’ remaining counterclaims and its request that ROMAR pay its litigation fees. For the reasons set forth below, we affirm in part, reverse in part and remand for further proceedings consistent with this opinion.

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. OCGA § 9-11-56 c. To prevail on a motion for summary judgment,

 
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