Jack Pirtle, in his capacity as the Executor of the Estate of Mark A. Pirtle, deceased v. John R. Howerton et al.

The plaintiff, in his capacity as the executor of the decedent’s estate, commenced this action for breach of a stock purchase agreement against the decedent’s former business partner and the business that they owned together. The agreement comprised two documents: one requiring an initial lump-sum payment of $1 million, and one requiring payment of “$8,000.00 per month for 96 months and two new automobiles with lease payments or purchase payments not to exceed $1,500.00 per month for 96 months.” The decedent also signed a handwritten note in which he agreed to forgive “all debts” if the former business partner honored “all agreements for 1 (one) year after [the decedent’s] death.” The plaintiff later moved for summary judgment based on evidence that the defendants made only 17 monthly cash payments and only 114 of the vehicle payments. In response, the defendants asserted that they made a lump sum payment of $40,000 “in full satisfaction of the debt” before the decedent’s death. The defendants also argued that the debt was forgiven pursuant to the handwritten note. Regardless, the defendants maintained that there was no evidence of missed payments. The trial court granted the motion in part, finding it undisputed that the defendants made only 17 payments. The court also found that the plaintiff was entitled to an award of his attorney’s fees and costs under a “Hold Harmless and Indemnity” clause in the purchase agreement. But the court found a dispute of material fact on whether the defendants breached their obligation to make all car payments. At trial, the defendants moved for a directed verdict due to the plaintiff’s alleged failure to prove damages. The trial court granted the motion because there was no evidence that the defendants missed any car payments. This appeal followed. We affirm the judgment in all respects except for the award of attorney’s fees, which was based on an incorrect interpretation of the contract.