Terrance Meder sued ULQ, LLC for breach of contract, breach of fiduciary duty, and conversion arising out of the termination of Meder as an officer in ULQ and the resulting forced sale of his ownership interest in ULQ to ULQ; ULQ counterclaimed for breach of contract, breach of fiduciary duty, and tortious interference with contractual and business relations arising out of Meder’s actions following his termination as an officer but before the sale of his ownership interest. The trial court denied ULQ’s motion for summary judgment on Meder’s claims and granted Meder’s motion for summary judgment on ULQ’s counterclaims. ULQ appeals, arguing that it had unfettered discretion to terminate Meder as an officer. We hold that because ULQ’s contractual power to terminate Meder was subject to the implied covenant of good faith, Meder’s breach-of-contract claim survives, but his tort claims fail. As to ULQ’s counterclaim, we hold similarly that only the breach-of-contract claim survives. Accordingly, we affirm in part and reverse in part. Summary judgment is only 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 denial 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. Matjoulis v. Integon Gen. Ins. Corp .1
So viewed, the evidence shows that during the first half of 2003, four men including Meder formed a limited liability company to operate a debt collection business. Meder and two others each invested $75,000, and in return each received a 10 percent ownership interest in the company; the fourth man invested $350,000, receiving a 70 percent interest. The four men and ULQ executed an operating agreement, which designated the majority owner as the sole member of the company’s board of managers, which board exercised all management powers of the company. As the sole manager of the company, the majority owner had the exclusive right to hire and fire company officers subject to the terms of the operating agreement.
