PATEL et al.
BARNES, P. J., MERCIER and BROWN, JJ.
Inc. filed an action for breach of contract against Nataraj
Enterprises, Inc. and Nataraj's owner, Rashmikant Patel
(collectively, Nataraj), alleging Nataraj failed to make
payments due on a promissory note. In its counterclaim,
Nataraj alleged Spirits breached the parties' agreement
and that Spirits was liable for damages and attorney fees.
The trial court granted summary judgment to Nataraj on
Spirits's claims as to liability and on Nataraj's
counterclaim, and left the issue of damages for trial.
Spirits appealed the grant of partial summary judgment, and
this Court affirmed. Case No. A15A1489 (November 17, 2015)
(unpublished). On remand, the trial court conducted a bench
trial and entered a final order and judgment awarding Nataraj
damages and attorney fees. Spirits filed this appeal from
that judgment. Finding no grounds for reversal, we affirm.
a bench trial, appellate courts view the evidence in the
light most favorable to the trial court's rulings. See
Smi th v. Northside Hosp., 302 Ga. 517, 520 (807
S.E.2d 909) (2017). We review questions of law de novo.
Gateway Community Svc. Bd. v. Bonati, 346 Ga.App.
653 (816 S.E.2d 743) (2018). The issue of damages is a matter
for the finder of fact, and a reviewing court should not
interfere with the damages award unless it is so small or
excessive that it justifies an inference of gross mistake or
undue bias. See Green v. Proffitt, 248 Ga.App. 477,
478 (1) (545 S.E.2d 623) (2001); see generally Adamson
Co. v. Owens-Illinois Dev. Corp., 168 Ga.App. 654,
656-657 (309 S.E.2d 913) (1983) (in a bench trial, the trial
court acts as finder of fact to determine amount of damages
for breach of contract).
in favor of the judgment, the evidence shows that Spirits
owned property that Nataraj leased and operated as a gas
station and convenience store. Spirits offered to sell the
property to Nataraj for $435, 000, but Nataraj rejected the
offer because Spirits had paid only $308, 000 for the
property and the gas pumps needed to be replaced. Nataraj
offered to pay the additional $127, 000 if Spirits would
install three new functional multi-product gas dispensing
("MPD") pumps on the property. Spirits agreed, and
in February 2011 the parties executed a sales agreement. The
sales agreement incorporates by reference an attached
promissory note for $127, 000, which Patel executed. (Nataraj
paid the $308, 000 via a bank loan.)
March 2011, Spirits and Patel executed an amendment to the
promissory note. The amendment provides that it is part of
the promissory note; that Patel promises to pay Spirits $127,
000 in monthly installments; that Spirits promises to install
MPD pumps on the property on or before July 1, 2011, and to
make all necessary changes to the property to ensure full
functionality of the pumps; that if Spirits fails to do so,
Patel can have the work completed and deduct the cost from
the promissory note; and that all other terms and conditions
of the original note shall remain the same.
failed to install functional pumps by July 1, 2011, and
Nataraj stopped making payments on the promissory note. After
taking bids for the work, Nataraj hired Bryco Enterprises to
install the pumps at a cost of $128, 023. The installation
was completed in August 2012, 13 months later than the
filed the underlying complaint against Nataraj, seeking the
amounts allegedly due under the original note and seeking a
declaration that the amendment was invalid. In its order
granting Nataraj's motion for summary judgment as to
liability, the trial court found there was no genuine issue
of fact regarding the following: the parties intended to be
bound by the terms of the amendment to the promissory note;
Spirits breached the agreement by failing to install three
new functional MPD pumps before July 1, 2011; and, after
Spirits's breach, Nataraj was authorized pursuant to the
amendment to undertake the task of installing functional MPD
pumps and to deduct the costs from the amount of the
promissory note. The trial court found that genuine issues
of material fact remained as to damages.
remand, the trial court conducted a bench trial on the issue
of damages. In its final order and judgment, the trial court
found that Spirits was responsible for most - but not all -
of Bryco's installation charges (specifically, $110, 523
of the $128, 023 costs). In calculating Nataraj's
damages, the court deducted from the original amount of the
promissory note the payments Nataraj made on the promissory
note ($28, 154) and the allowable costs of installation
($110, 523), for a net damage award to Nataraj of $11, 678.
In addition, the court found that Nataraj was entitled to
recover lost profits for the 13-month period during which the
improvements were not completed, in the amount of $28, 383.
The court also awarded Nataraj damages for unpaid
commissions,  attorney fees and costs. The judgment
totaled $83, 984.
Spirits contends that the trial court erred in awarding
damages that exceed the amount of the promissory note, and in
awarding attorney fees. According to Spirits, the amendment
to the promissory note limits the damages to "loss of
all or a portion of the promissory note amount," and
"the worst that could happen was [Spirits's]
exposure of losing [the] promissory note." We disagree.
The first rule that courts must apply when construing
contracts is to look to the plain meaning of the words of the
contract, and it is a cardinal rule of contract construction
that a court should, if possible, construe a contract so as
not to render any of its provisions meaningless and in a
manner that gives effect to all of the contractual terms.
Words generally bear their usual and common signification;
but technical words, words of art, or words used in a
particular trade or business will be construed, generally, to
be used in reference to this peculiar meaning.
Rivers v. Revington Glen Investments, 346 Ga.App.
440, 442 (816 S.E.2d 406) (2018) (citation omitted).
Damages. "Damages are given as compensation for
the injury sustained as a result of the breach of a
contract." OCGA § 13-6-1. "Damages recoverable
for a breach of contract are such as arise naturally and
according to the usual course of things from such breach and
such as the parties contemplated when the contract was made,
as the probable result of its breach." OCGA §
13-6-2. The question of damages is for the finder of fact.
OCGA § 13-6-4. See generally Hart v. Walker,
347 Ga.App. 582, 583-584 (1) (820 S.E.2d 206) (2018) (in a
bench trial, the trial court acts as the finder of fact).
trial court construed the amendment to the promissory note
according to the plain meaning of its words, deducting the
costs of installing MPD pumps from the amount of the
promissory note. Notably, the court found that some of the
improvements performed by Bryco were not the obligation of
Spirits and so did not order Spirits to reimburse Nataraj for
those improvements. Spirits conceded at trial that Nataraj
was "probably entitled to $60, 000" (presumably the
installation costs per bids Spirits obtained); Spirits also
argued that "[t]he worst that could happen" under
the terms of the agreement was that ...