ELLINGTON, P. J., ANDREWS and RICKMAN, JJ.
1995, David L. Eichenblatt and Kaufman Development Partners,
L.P. ("KDP") formed Piedmont/Maple, LLC, a real
estate investment company that owned and operated commercial
real estate located between Piedmont Road and Maple Drive in
Atlanta. Following the sale of its final asset in November
2013, Piedmont/Maple sought to distribute its proceeds and
dissolve. A dispute arose regarding the amount of money owed
Eichenblatt, and, on October 27, 2014, KDP, Craig S. Kaufman
(KDP's general partner), and Piedmont/Maple
(collectively, "plaintiffs") sued Eichenblatt for a
declaratory judgment regarding proper asset distribution.
Eichenblatt counterclaimed for breach of contract, breach of
fiduciary duty, and attorney fees. The trial court
subsequently granted the plaintiffs partial summary judgment
on the counterclaims. Eichenblatt appeals, and for reasons
that follow, we reverse the grant of partial summary
judgment is appropriate when "the pleadings,
depositions, answers to interrogatories, and admissions on
file, together with the affidavits, if any, show that there
is no genuine issue as to any material fact and that the
moving party is entitled to a judgment as a matter of
law." OCGA § 9-11-56 (c). We review the grant of
summary judgment de novo, construing the evidence and all
reasonable inferences drawn from it in the light most
favorable to the nonmovant. See Humphrey v. JP Morgan
Chase Bank, 337 Ga.App. 331 (1) (787 S.E.2d 303) (2016).
viewed, the record shows that this is the second time the
parties' business dispute has been before us. See
Kaufman Dev. Partners v. Eichenblatt, 324 Ga.App. 71
(749 S.E.2d 374) (2013). As described in our previous
opinion, Eichenblatt and KDP entered into an operating
agreement in 1995 that governed Piedmont/Maple's
operation and management. The agreement identified
Eichenblatt and KDP as members, set forth management
guidelines, and provided that Eichenblatt would receive up to
40 percent of Piedmont/Maple's quarterly cash flow
distributions. Id. at 72.
point, the parties' business relationship changed, and
Eichenblatt was removed as a Piedmont/Maple member via a
January 1, 2000 amendment to the operating agreement.
Id. Pursuant to that amendment, Eichenblatt retained
"the right to receive such share of allocations and
distributions to which he would otherwise [have been]
entitled, but [had] no other powers, rights or privileges of
a Member of the Company." Management of Piedmont/Maple
fell to KDP, the only remaining member.
2005, KDP refinanced the debt on the Piedmont/Maple holdings,
taking out separate loans on the parcels of property fronting
Piedmont Road and Maple Drive. In the process, it placed
ownership of the property into two single-asset subsidiaries:
Piedmont Road, LLC, which owned the Piedmont Road property,
and Maple Drive, LLC, which owned the Maple Drive property.
real estate venture ultimately experienced financial
difficulties, and Eichenblatt suspected mismanagement by KDP.
He sued Kaufman, KDP, and several related entities, alleging,
among other things, that KDP and Kaufman had mismanaged
Piedmont/Maple, breached the amended operating agreement, and
ignored their fiduciary responsibilities. The case proceeded
to trial in September 2011. The jury awarded Eichenblatt
$625, 000 against KDP for breach of contract, and we affirmed
the resulting judgment. See id. We also rejected KDP's
claim that the $625, 000 award extinguished Eichenblatt's
interest in Piedmont/Maple. Id. at 76 (3). As we
explained, nothing in the verdict indicated that "the
jury intended either for this amount to represent the full
value of Eichenblatt's ownership interest in
Piedmont/Maple or for Eichenblatt to have no interest in
Piedmont/Maple going forward." Id. at 76 (3).
venture continued after the trial, and in September 2012, KDP
loaned Piedmont/Maple $3, 550, 000, which allowed
Piedmont/Maple to pay off outstanding debt on the Maple Road
property that had gone into default. This member loan and the
associated promissory note carried a greater principal
balance than the original indebtedness and a 15 percent
interest rate, rather than the 5.61 percent rate associated
with the original loan. The note also obligated
Piedmont/Maple to pay fees to KDP and a Kaufman-related real
two months before the member loan and promissory note were
issued, Maple Drive, LLC, entered into a contract to sell the
Maple Drive property for $5, 500, 000. The sale closed in
April 2013, and the proceeds were used to extinguish the
promissory note, interest, and fees owed to KDP on the Maple
Drive property. In November 2013, Piedmont Road, LLC, sold
the Piedmont Road property for $5, 525, 000. Following that
sale, the plaintiffs sought to wind down and terminate
Piedmont/Maple. As part of the dissolution, Piedmont/Maple
distributed to Eichenblatt $969, 609.23, which it had
determined to be 40 percent of its total remaining assets,
less certain fees and expenses. Eichenblatt, however,
disputed the accuracy of Piedmont/Maple's calculation and
refused to cash the distribution checks.
plaintiffs subsequently filed this declaratory judgment
action to establish the proper dissolution payment.
Eichenblatt counterclaimed for breach of contract and breach
of fiduciary duty, asserting that KDP and Kaufman had
manipulated the Maple Drive member loan to KDP's
advantage and had reduced the value of the Piedmont/Maple
property by selling the Piedmont Road and Maple Drive parcels
separately. The trial court granted summary judgment
to the plaintiffs on these counterclaims, and this appeal
Counterclaims Relating to Sale of the Property.
argues that the trial court erred in granting summary
judgment on his breach of contract and fiduciary duty
counterclaims involving the sale of the Piedmont/Maple
property. We agree.
Citing the judgment in the prior lawsuit, the trial court
found that res judicata barred the sale-related
counterclaims, entitling the plaintiffs to summary judgment.
According to the trial court, Eichenblatt sought damages in
both suits based on the value of the Piedmont/Maple property
as an assemblage, rather than as separate parcels. It
concluded that because Eichenblatt had already litigated this