United States District Court, S.D. Georgia, Brunswick Division
MARC F. GLISSMAN, Plaintiff,
WILLIAM GROSS and W.H. GROSS CONSTRUCTION COMPANY, Defendants.
LISA GODBEY WOOD JUDGE
matter comes before the Court on the Motion for Summary
Judgment of Defendants William Gross and W.H. Gross
Construction Company ("Gross Construction"). Dkt.
No. 19. This Motion is ripe for review. For the following
reasons, Gross's Motion is DENIED, and
Gross Construction's Motion is GRANTED.
dispute concerns the existence of a contract in the context
of a failed water park development in Kingsland, Georgia.
Specifically, Michael Elzufon formed Epic Adventures Resort
I, LLC ("Epic Adventures") in 2012 in pursuit of a
destination tourism concept ("the Project") to
include a water park, amusement park, lodging, retail, and
entertainment. Defendants' Statement of Undisputed
Material Facts ("SUMF"),  Dkt. No. 19-1 ¶ 1; Dkt.
No. 19-2, Ex. A. Epic Adventures, in turn, entered into a
project agreement with the Georgia Gateway Improvement
District and the city of Kingsland, Georgia. SUMF ¶ 2;
Dkt. No. 19-2, Ex. B. Defendant Gross and others entered into
an agreement to sell certain properties to Epic Adventures
for the location of the Project. SUMF ¶ 4; Dkt. No.
19-2, Ex. C. The sale included owner financing and the
subordination of Defendants' security interest to a $500,
000 (later increased to $650, 000) loan by a third party to
Elzufon. SUMF ¶ 5; Dkt. No. 19-2, Exs. D, T.
the Project off the ground, Elzufon contacted Plaintiff
Glissman for his experience in the development and operation
of water parks. SUMF ¶ 6; Dkt. No. 21-1, 17:6-10. After
discussions between Elzufon and Glissman, Glissman sent
Elzufon the following email on January 8, 2015 ("the
Jan. 8 email"):
Previously we discussed the best route to take regarding
compensation and I wanted to share some of my thoughts with
1099 Compensation: $2800 weekly (payable bi-weekly) plus any
applicable travel expenses
W-2 Compensation: $130, 000 annually (payable biweekly) plus
any applicable travel expenses (Please note: no insurance
benefits necessary, as my wife handles these through her
If you prefer an hourly rate, I'm happy to provide those
numbers as well. However, with the amount of work we have to
do, I feel this option may be more costly overall.
Regarding travel, please advise on how you wish to handle
these expenses. Would I absorb these costs on a personal
credit card and submit for reimbursement or would I have
access to a company credit card?
I really appreciate the opportunity to work with you on this
outstanding project. I am extremely excited to be on the
front end of this project and look forward to seeing it
through to completion.
Please let me know if you have any questions. I look forward
to hearing your thoughts.
days later, Elzufon transmitted a notice to Gross that Epic
Adventures had named Glissman to its executive management
team. SUMF ¶ 9; Dkt. No. 19-2, Ex. H. Throughout these
interactions, Glissman never discussed with Elzufon, Gross,
or anyone related to the Project which entity employed him.
Dkt. No. 21-1, pp. 41-42.
some period of time, Glissman was not receiving
compensation. To address this problem, he spoke first
with Elzufon then with Gross. Dkt. No. 21-1, p. 30. Elzufon
told Glissman that funding would be coming in any day.
Id. Gross told Glissman the same thing. Id.
More specifically, Gross told Glissman he wanted to ensure
that he (Glissman) would get paid and that he (Gross) was
working every angle on bridge loans to fulfill that
obligation. Id. 51-52.
was criminally indicted in February 2015, ceasing his
involvement with the Project. Dkt. No. 21-1 51:5-7. Glissman
testified that, at that point, Gross became his main contact
for the Project. Id. 51:8-12. Glissman also
testified that he and Gross then had discussions regarding
his (Glissman's) compensation, that Glissman forwarded
the previous terms to Gross, and that Gross agreed to those
same terms. Id. 51-53.
defaulted on his promissory note with Gross, who subsequently
terminated the sales agreement. SUMF ¶ 10; Dkt. No.
19-2, Ex. I. Following Elzufon's unavailability, Gross
formed the entity Epic Destinations, LLC on April 10, 2015.
SUMF ¶ 11; Dkt. No. 19-2, Ex. J. Epic Destinations, in
turn, entered into a project agreement (as had Epic
Adventures) with the Georgia Gateway CID and the city of
Kingsland. SUMF ¶ 12; Dkt. No. 19-2, Ex. K. Defendants
contend that "the bridge loan funds" were to be
used in connection with the Project if successful
for compensation of persons including Glissman. Dkt. No. 19-1
¶ 13 (citing Dkt. No. 19-2, Ex. L). Plaintiff contends,
to the contrary, that his compensation was never contingent
upon financing and that he never discussed making his
compensation contingent upon a bridge loan. Dkt. No. 20-1
¶ 13 (citing Dkt. No. 21-1 53:4-17).
produced a spreadsheet reflecting three payments made to
Glissman with the line item "Epic Project (Job)."
Dkt. No. 19-2, Ex. P. A $5, 000 payment was made on September
1, 2015. Id. A $3, 500 payment was made on November
11, 2015, and a $4, 000 payment was made on December 9, 2015.
Id. Plaintiff contends these payments represent