Reconsideration denied July 29, 2015 -- Cert. applied for.
Note. DeKalb Superior Court. Before Judge Scott.
Friedman, Dever & Merlin, H. Michael Dever, Genevieve H. Dame, for appellant.
Troutman Sanders, Vincent C. Bushnell, Alan W. Bakowski, for appellee.
DILLARD, Judge. Ellington, P. J., and McFadden, J., concur.
Lawrence W. Hall appeals the trial court's grant of summary judgment to Prosero, Inc., formerly known as FacilityPro.com Corp. (" Prosero" ), on Prosero's suit to recover on a promissory note executed by Hall. Hall contends on appeal that the trial court erred in granting summary judgment to Prosero when genuine issues of material fact remain as to whether the note suffered from a partial failure of consideration. For the reasons set forth infra, we affirm.
At the outset, we note that summary judgment is proper only when no genuine issue of material fact exists and " the moving party is entitled to judgment as a matter of law."  And when ruling upon a motion for summary judgment, the opposing party must be given " 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."  Thus, when we review the grant or denial of summary judgment, we conduct a de novo review of the law and evidence.
Viewed in the light most favorable to Hall (i.e., the nonmovant), the record reflects that Hall joined Prosero in 2001 as the president and COO when the company was struggling in the aftermath of the dot-com market crash of the early 2000s. Due to the sudden decline in stock prices, and concurrent with Hall's arrival, the company decided to abandon its software-development operations and shift its focus instead to outsourced equipment-procurement operations. Within six months of his arrival, Hall was promoted to CEO of Prosero.
Although the company continued to operate at a loss, the board of directors decided to incentivize Hall through increased compensation. And following a compensation meeting (in which Hall did not participate), the board offered Hall a $50,000 raise (to a salary of $250,000) and stock options of 500,000 shares exercisable at $1.25 per share. Then, in order to obtain potentially more favorable tax treatment via capital gains rather than income tax, Hall exercised (on January 16, 2002) nonqualified stock options contemporaneously by executing a full-recourse promissory note for $625,000, which was backed by the 500,000 shares of stock. The note provided that Hall would pay interest on the original principal amount at the Wall Street Journal prime rate plus 1/4 percent, contained an original maturity date of January 15, 2007, and included an acceleration clause that required full payment due within 30 days of Hall's termination by Prosero.
In May 2004, Hall's employment with Prosero was terminated and, in connection with his departure, the parties executed a separation agreement that, inter alia, extended the maturity date of the note to January 15, 2010, and deleted the acceleration provision. Hall also executed an amendment to the note, acknowledging that the " entire outstanding principal and all accrued interest shall be due and payable in full on January 15, 2010."
In January 2007, majority ownership of Prosero changed, and in 2010, the new management sought to collect upon Hall's unpaid note. Then, on March 17, 2010, Prosero filed suit against Hall for breach of contract and sought an award of attorney fees and costs. Hall raised several ...