Deborah Moss Hartley brought this action for breach of contract against her former employer, Capital Health Management Group, Inc., alleging that she was wrongfully denied payment of certain stock appreciation rights under a deferred compensation agreement entered into as part of her employment.1 The trial court concluded that the agreement gave Capital Health discretionary decision-making authority, but that a genuine issue of material fact existed over whether the decision to deny payment to Hartley was made in good faith and involved the exercise of honest judgment. The case proceeded to trial, the jury returned a verdict in favor of Hartley, and Hartley was awarded breach of contract damages, prejudgment interest, and attorney fees and expenses under OCGA § 13-6-11. Following the denial of its motion for judgment notwithstanding the verdict or for a new trial, Capital Health appeals, contending that: 1 the issue of whether it abused its discretionary decision-making authority was a legal question for the trial court to resolve rather than a factual question for the jury; 2 the trial court should have found as a matter of law that Capital Health’s decision to deny payment to Hartley was made in good faith and involved the exercise of honest judgment; 3 the trial court erred in admitting testimony concerning a telephone conversation between Hartley and the president of Capital Health that occurred after her termination; and 4 there was insufficient evidence of bad faith to support an attorney fee award under OCGA § 13-6-11. For the reasons discussed below, we affirm.2 Following a jury trial, we construe the evidence in the light most favorable to the verdict. Dept. of Transp. v. Hardin-Sunbelt , 266 Ga. App. 139, 140 596 SE2d 397 2004. So viewed, the evidence showed that Capital Health was a private corporation that provided management services to home healthcare agencies, principally in the southeast United States. In December 1997, Capital Health hired Hartley as a regional director of operations. Two years later, she was promoted to the position of regional vice president of operations. During her tenure at Capital Health, Hartley consistently received good performance reviews.
The Stock Appreciation Rights Agreement. As part of her employment with Capital Health, Hartley entered into a “Stock Appreciation Rights Agreement” the “Agreement”. The Agreement stated that its purpose was “to provide Hartley with an incentive to promote the growth and profitability of Capital Health using deferred compensation.” In order to create such an incentive, the Agreement provided that Hartley was to be paid the value of 60,000 shares of Capital Health stock upon the sale of all or substantially all of the common stock owned by Capital Health, if she was still employed by Capital Health at the time of the sale, or if she had been terminated “as a result of” death, retirement, or disability.
