D-Money Enterprises, Inc. “D-Money” entered into a contract with Bobby J. Thomas in which D-Money agreed to build a daycare center on Thomas’s property. D-Money subsequently filed suit against Thomas, asserting claims for breach of contract and quantum meruit. In the same action, D-Money also sued Dr. Ronald M. Adams and Dunbar Professional Group, Inc.1 collectively, “the Appellants”, alleging that they breached a financing agreement associated with the construction; D-Money also asserted a fraud claim against Adams and claims for quantum meruit and attorney fees against the Appellants. The parties filed cross-motions for summary judgment, and the trial court denied the Appellants’ motion, granted D-Money’s motion for summary judgment against Thomas, and granted D-Money’s motion for partial summary judgment against the Appellants. The Appellants challenge the trial court’s rulings on appeal. For the reasons that follow, we affirm in part, and we vacate and remand in part. 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. A de novo standard of review applies to an appeal from a grant 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.2 So viewed, the record shows that D-Money, a contracting firm led by Desmond Brown, entered into a written agreement with Thomas, pursuant to which D-Money agreed to build a daycare center on Thomas’s property in exchange for $684,832. D-Money alleged that shortly thereafter, D-Money “and/or” Brown entered into an oral agreement, which was later reduced to writing,3 with Dunbar whereby, in exchange for $27,393.28, Dunbar agreed to act as co-guarantor with D-Money on a loan from CB&T Bank of Middle Georgia “the Bank” in the amount of $684,832 for the construction of the daycare center. The written Mutual Agreement further provided that Dunbar would “fund all construction draws” for the construction project and would “be responsible for funding of payments, fees, payroll, submitted invoices, receipts, that pertain to monies owed from D-Money to subcontractors for labor satisfactorily performed and building supply companies for materials at the above-mentioned project turned in to be funded on only if passed by the bank.” Adams denied signing the Mutual Agreement, and Brown later conceded at deposition that Adams never signed it. Adams testified that he “refused to agree to enter into” the Mutual Agreement proposed by Brown and instead “informed Brown that draws would be paid only upon work satisfactorily performed with approval of the Bank.” On January 26, 2007, Dunbar submitted a construction loan application to the Bank for the purpose of constructing the daycare center on Thomas’s property. In order to approve the loan, the Bank required a guaranty from Thomas, Brown, and a third person, Yolanda Franklin4; the guaranty executed by Thomas and Brown provided: “The Undersigned waives any claim, remedy, or other right which the Undersigned may now have or hereafter acquire against Borrower ,Dunbar, . . . whether or not such claim, remedy, or right arises in equity, or under contract, statute, or common law.” In consideration for the loan, the bank also required Thomas to execute a Hypothecation Security Agreement, along with a commercial deed granting the bank a security interest in the property. The subsequent loan agreement, which was for $684,832, provided that Dunbar agreed to apply the net proceeds of the loan to the construction project and that Dunbar exercised control over the managerial decisions regarding the use of the loan funds.
Thereafter, the parties got into a disagreement regarding payment to D-Money. According to Adams, Dunbar paid D-Money “for all work actually performed when requested. Dunbar . . . did not pay the draw requests from . . . Brown . . . that could not be supported by sufficient evidence i.e., invoices, canceled checks, receipts, etc., paid for supplies and/or laborers as required by the construction agreement.” At some point, Adams, Brown, and Thomas met to discuss the issue, and Thomas instructed Adams not to pay any further amounts to Brown unless and until Brown could support the requests with documentation.
