Michael Levy, a minority shareholder in Peek-A-Boo, Inc. “PAB”, sued Michael Reiner and Howard Alpern, directors and officers of PAB, alleging multiple claims including, inter alia, breach of contract and breach of fiduciary duty. The trial court dismissed all but one of Levy’s claims —a direct claim for breach of fiduciary duty —which the court subsequently disposed of on motion for summary judgment. Levy appeals, contending that the trial court erred in dismissing his claim for breach of contract based on an agreement between the parties that he alleges granted them equal and reciprocal compensation opportunities with PAB. Levy also challenges the trial court’s grant of summary judgment to the defendants on his direct claim for breach of fiduciary duty. For reasons that follow, we affirm. The record shows that Levy was a minority shareholder in PAB. In August 2003, he sued Reiner and Alpern, individually and in their capacity as officers and directors of PAB, asserting direct claims for securities fraud, breach of contract, and bad faith, and derivative claims for breach of fiduciary duty, breach of contract, and promissory estoppel. After Reiner and Alpern moved to dismiss the direct breach of contract claims , Levy amended his complaint to add a direct breach of contract claim based on Alpern’s alleged breach of duty to provide him with an “opportunity to provide management services for PAB.” Alpern and Reiner then moved to dismiss all pending claims. Thereafter, Levy filed a second amended complaint, adding a direct claim for breach of fiduciary duty —alleging that the defendants paid themselves excessive salaries —and claims for breach of duty of loyalty, fraud, and RICO violations.
On September 13, 2005, the trial court granted Reiner and Alpern’s motion to dismiss, leaving only Levy’s excessive salary claims. Thereafter, PAB entered into an agreement sell its assets to a buyer. Levy dissented from the sale and tendered his shares to PAB in July 2005, and PAB filed a petition for the appraisal of corporate shares in the Fulton County Superior Court. Reiner and Alpern then moved for summary judgment on the remaining excessive salary claims, and the trial court granted the motion.
