These cross-appeals involve the construction of an apartment complex in Atlanta. Real estate developer David Smith and his affiliated business, Lenox Pines, L.L.C., initiated the project and entered into agreements with Raymond Schoenbaum and his affiliated business, Schoenbaum Limited Company, L.L.C. SLC, to continue development. Smith alleges that Schoenbaum later forced him out of the project and entered into new agreements with Henry Hirsch and his affiliated business, Fulton-2505 Pinetree Associates, L.L.C. Fulton-2505. Hirsch and Schoenbaum created a new entity, Fulton-Canlen Associates, L.L.C. Fulton-Canlen and completed the complex. The record shows that in 1995 and 1996, Smith assembled 12 separately owned tracts of land near Sydney Marcus Boulevard with the intention of building a luxury apartment complex. In July 1996, he met with Schoenbaum in an effort to obtain financial backing for the project. Smith and SLC signed a written contract titled “Restatement by the Entirety of Business Resolution Agreement” REBRA, under which SLC would buy the property and obtain funding to build the apartment complex and Smith would transfer to SLC all property rights and work product developed for the complex. Through Lenox Pines, Smith would receive ten percent of the profit generated by the completed apartment complex. The parties also entered into a Development Agreement under which Smith and Lenox Pines would assist with the “construction, development, leasing, and management” of the complex.
Pursuant to the Development Agreement, Smith hired independent contractors to perform preliminary work at the site, including clearing, grading, and blasting, while the parties searched for a general contractor. In December 1996, Schoenbaum notified Smith that he was terminating the Development Agreement. Schoenbaum claims that this termination occurred because the site work being performed under Smith’s supervision was inadequate and dangerous.
