                                FIFTH DIVISION
                               MCFADDEN, P. J.,
                             RAY and RICKMAN, JJ.

                   NOTICE: Motions for reconsideration must be
                   physically received in our clerk’s office within ten
                   days of the date of decision to be deemed timely filed.
                               http://www.gaappeals.us/rules


                                                                      May 25, 2018




In the Court of Appeals of Georgia
 A18A0682. EPSTEIN, BECKER & GREEN, P.C. v. ANDURO
     HOLDINGS, LLC et al.

      MCFADDEN, Presiding Judge.

      Law firm Epstein, Becker & Green, P.C. filed this breach of contract action

against former clients Anduro Holdings, LLC, La Famiglia Family Trust, and Henry

Datelle for $522,489.66 in outstanding legal fees. The law firm alleged that the

defendants were jointly and severally liable for the fees, while the defendants

contended that Anduro Holdings was solely responsible for the fees.

      The jury returned a verdict in favor of Epstein, Becker & Green, but the trial

court granted Datelle and La Famiglia’s motion for judgment notwithstanding the

verdict. Epstein, Becker & Green appeals, arguing that the trial court erred because

some evidence supported the jury’s verdict. We agree. So we reverse.
      1. Facts.

      A trial court may grant a judgment notwithstanding the verdict

      only when, without weighing the credibility of the evidence, there can
      be but one reasonable conclusion as to the proper judgment. Where there
      is conflicting evidence, or there is insufficient evidence to make a
      “one-way” verdict proper, judgment [notwithstanding the verdict]
      should not be awarded. In considering the motion, the court must view
      the evidence in the light most favorable to the party who secured the
      jury verdict. And this approach governs the actions of appellate courts
      as well as trial courts.


Church’s Fried Chicken v. Lewis, 150 Ga. App. 154, 159 (1) (c) (256 SE2d 916)

(1979) (citation and punctuation omitted).

      So viewed, the evidence shows that Datelle formerly was the chairman of the

board of Anduro Holdings, and he and his family have a controlling interest in the

company. La Famiglia is an entity established to loan money to and to invest in

Anduro Holdings. Datelle is a trustee of La Famiglia.

      In 2010, La Famiglia sued two co-owners of Anduro Holdings in a case

removed to federal court. See La Famiglia Trust v. O’Connor, No.

1:10-CV-1438-CAP, 2010 U.S. Dist. LEXIS 146932 (N.D. Ga. Dec. 22, 2010). The

co-owners countersued La Famiglia, Datelle, and Anduro Holdings. Datelle retained

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Michael Coleman, his longtime attorney and, at that time, a partner at Epstein, Becker

& Green, to represent him, Anduro Holdings, and La Famiglia in the federal

litigation.

       The parties signed a “Joint Representation Letter Agreement” regarding

conflicts that could arise from Epstein, Becker & Green jointly representing Anduro

Holdings, La Famiglia, and Datelle. The agreement provided that the signatures of

Anduro Holdings, La Famiglia, and Datelle indicated their wish “to be jointly

represented by E[pstein, ]B[ecker & ]G[reen]” in the federal litigation. Coleman

signed on behalf of the firm, a board member signed on behalf of Anduro Holdings,

and Datelle signed on behalf of La Famiglia and on his own behalf.

       The agreement contained nothing about payment of the legal fees incurred in

the federal court representation. At trial, the law firm’s chief operating officer

explained that the firm had represented Datelle, his business interests, and La

Famiglia in other matters, so the rates for legal fees were established. Over the course

of the representation, Anduro Holdings paid about $400,000 in fees. Datelle

personally made two payments of roughly $50,000 each, although he said that any

money that he paid was a loan to Anduro Holdings. An entity called Buona Fortuna

in which Datelle owned an interest also paid some of the fees.

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      At some point, with the defendants’ consent, Epstein, Becker & Green

withdrew from the representation in federal court because the defendants owed more

than $500,000 in fees. The law firm then filed this lawsuit, alleging that under the

Joint Representation Letter Agreement, the three defendants were jointly and

severally liable for the outstanding fees.

      Anduro Holdings consented to the entry of judgment against it, and the case

proceeded to trial against La Famiglia and Datelle. The jury returned a verdict in

favor of Epstein, Becker & Green, awarding damages of $522,489.66 against each

defendant. The trial court granted the defendants’ judgment notwithstanding the

verdict and Epstein, Becker & Green filed this appeal.

      2. The parties’ contract.

      Although Epstein, Becker & Green alleges breach of the Joint Representation

Letter Agreement, that agreement does not contain any provision regarding the

payment of legal fees. Yet there is no dispute that the parties intended Epstein, Becker

& Green to be paid for its work. When “the writing does not purport to contain all the

stipulations of the contract, parol evidence shall be admissible to prove other portions

thereof not inconsistent with the writing. . . .” OCGA § 24-3-2. Similarly, “if only a

part of a contract is reduced to writing . . . and it is manifest that the writing was not

                                             4
intended to speak the whole contract, then parol evidence is admissible[.]” OCGA §

13-2-2 (1). So Epstein, Becker & Green could rely on parol evidence to prove the

missing payment terms. And where there is a conflict in the evidence as to the non-

written terms, a jury must resolve the matter. Cf. Rome v. Polyidus Partners LP, 322

Ga. App. 175, 178 (2) (744 SE2d 363) (2013).

      At the jury trial, Epstein, Becker & Green, and Datelle and La Famiglia

presented conflicting evidence on the issue of whether the obligation to pay the legal

fees was joint and several or solely Anduro Holdings’. The chief operating officer of

the law firm testified that the firm was “always concerned with Anduro’s ability to

pay because of the situation, so it was very important to know that all three entities

that were being represented [were] responsible [for] paying us.” He testified that in

general the entity that is being represented is responsible for paying the bill, and

specifically, since Datelle, La Famiglia, and Anduro Holdings were all represented,

they were all responsible for paying. He noted that the invoices were always sent in

care of Datelle, even though the Joint Representation Letter Agreement indicates that

Anduro Holdings has a different address.

      The chief operating officer explained that because the firm was representing

the defendants in a litigation matter, the work could not be parsed out to one

                                          5
defendant or another and that the work benefitted all of the defendants. He testified

that Coleman made clear that the three parties would pay the firm, and that Coleman

assured him that the firm would be paid because Coleman had worked with Datelle

for years and Datelle always paid his bills. It made sense to the chief operating officer

that Datelle and La Famiglia would pay because they were owners of Anduro

Holdings.

      Datelle, on the other hand, testified that he explicitly told Coleman that Anduro

Holdings would be responsible for any legal expenses incurred in defending Anduro

Holdings, Datelle, and La Famiglia. Coleman testified that generally, the

understanding was that Anduro Holdings would pay the legal fees for La Famiglia

and Datelle and that he never intended or expected Datelle to be personally liable for

the legal fees. He conceded that he never communicated to the firm’s chief operating

officer that only Anduro Holdings would be responsible for paying, but that was his

understanding since Datelle was being sued for acts taken as an officer of the

company. He knew, however, that Datelle could be held personally liable in the

federal litigation. He also typically expects the client he is representing to pay him,

unless there is some contrary agreement.



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       “The issues were properly submitted to the jury and were resolved against the

defendant[s]. The jury is the final arbiter of the facts, and the verdict must be

construed by the trial and appellate courts in the light most favorable to upholding the

jury verdict.” Church’s Fried Chicken, 150 Ga. App. at 159 (1) (c) (citations omitted).

As there was some evidence supporting the jury’s verdict, the trial court erred in

granting judgment notwithstanding the verdict. Id. See Wilen v. Murray, 292 Ga.

App. 30, 32-33 (1) (663 SE2d 403) (2008) (affirming judgment finding that attorney’s

three clients were jointly and severally liable to expert for expert fees when expert’s

understanding, based on conversations with attorney, was that all three clients agreed

to pay his account); Maughan v. Turner Communications Corp., 143 Ga. App. 262,

263 (1) (238 SE2d 262) (1977) (evidence supported factfinder’s conclusion that

defendants were jointly and severally liable on a contract that stated “We (the

undersigned) hereby authorize and contract for one (1) painted advertising displays

(sic).”).

       Judgment reversed. Ray and Rickman, JJ., concur.




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