Appellant Payless Car Rental System, Inc. “Payless”, is a franchisor of retail car rental businesses. Appellants L & S Vehicle Leasing, Inc. “L & S”, Orlin, Inc., and Atlin, Inc., are entities affiliated with Payless and are engaged in the car rental or leasing business. Appellee PRG Group, LLC “PRG”, a Payless franchisee, is a Georgia limited liability company wholly-owned and managed by appellee Anthony Elkik.1 Appellants challenge the trial court’s denial of their motion for summary judgment as to certain of PRG’s counterclaims and third-party claims,2 contending that no issue of material fact exists. We agree and reverse. Because appellants challenge the trial court’s ruling on summary judgment, we apply the following standard of review: Summary judgment is proper only when no issue of material fact exists and the moving party is entitled to judgment as a matter of law. Further, when ruling on a motion for summary judgment, a court must give the opposing party the benefit of all reasonable doubt, and the evidence and all inferences and conclusions therefrom must be construed most favorably toward the party opposing the motion. On motions for summary judgment, however, courts cannot resolve the facts or reconcile the issues. When reviewing the grant or denial of a motion for summary judgment, this court conducts a de novo review of the law and the evidence.3 Properly construed, the evidence can be summarized as follows.4 On November 1, 2005, Payless, as franchisor, entered into a Franchise Agreement with PRG, as franchisee, pursuant to which PRG obtained a Payless car rental franchise at the Atlanta airport. Until that time, the franchise had been operated by Payless’s affiliate Atlin. In connection with its acquisition of the Payless franchise, PRG also entered into an Asset Purchase Agreement the “Purchase Agreement” with Payless, Orlin, and Atlin, pursuant to which PRG paid $100,000 to purchase the assets to be used in its Payless car rental store.
Section 5.2 of the Purchase Agreement provided that for the first year, Orlin “or its assignee” would lease “up to 300″ vehicles to PRG for use in its car rental business, “subject to the approval of Orlin’s fleet financing companies.” Charles Steven Blakley, a vice president of Payless, testified by deposition that this arrangement was put in place because L & S, Orlin’s assignee, was able to lease vehicles directly from fleet leasing companies on favorable terms and was able to obtain readily available vehicles at known costs, thus making it unnecessary for PRG to obtain its own lines of credit while it was still a start-up concern.
