As noted above, this letter of intent is not intended to be contractually binding on either party. It will act merely as the basis on which to proceed with further negotiations. An agreement to reach a final agreement is unenforceable. Demer v. Capital City Cable, 190 Ga. App. 40, 43(2) ( 378 S.E.2d 162) (1989); Jackson v. Easters, supra, 190 Ga. App. at 714-715. This letter of intent, although containing some terms to be included in the final agreement, by its terms was not binding on the parties.
" 190 Ga. App. 40 ( 378 S.E.2d 162) (1989). Id. at 43.
Georgia cases applying OCGA § 11-8-319 have not considered the question of whether the shares of stock in a corporation are "securities" within the meaning of OCGA § 11-8-102. See Patterson v. Professional Resources, 242 Ga. 459, 460 (3) ( 249 S.E.2d 248) (1978); Murrey v. Specialty Underwriters, supra; Godwin v. Westberry, 231 Ga. 492 ( 202 S.E.2d 402) (1973); Turner v. MCI Telecommunications Corp., 203 Ga. App. 71 ( 416 S.E.2d 370) (1992); Demer v. Capital City Cable, 190 Ga. App. 40, 44 (4) ( 378 S.E.2d 162) (1989). Courts in other states have held that their counterparts to UCC § 8-319 did not apply to sales of stock in closely-held corporations, on grounds that such stock was not dealt in by securities exchanges or commonly recognized as a medium of investment and therefore was not an investment security under UCC § 8-102.
ership interest in company unenforceable where parties had not agreed on when interest would be conveyed or how company was to be structured); Key v. Naylor, Inc., 268 Ga.App. 419, 425(3), 602 S.E.2d 192 (2004) (agreement to transfer 20 percent of stock unenforceable where agreement did not provide for when or if transfer was to be made, what stock was to be conveyed, and what the percentage related to); Burns v. Dees, 252 Ga.App. 598, 602–606(1)(a)(i), 557 S.E.2d 32 (2001) (oral agreement giving party 1/3 interest in profits and ultimate sale of business venture was unenforceable because it lacked terms concerning allocation of costs and losses, frequency of payments, manner of calculating proceeds, and time of distribution); Lemming v. Morgan, 228 Ga.App. 763, 764(1), 492 S.E.2d 742 (1997) (oral partnership contract obligating one party to transfer 1/2 interest in real property to other party “if and when” second party's tax problems subsided insufficiently definite to be enforced); Demer v. Capital City Cable, 190 Ga.App. 40, 42–43(2), 378 S.E.2d 162 (1989) (agreement to transfer stock pursuant to an equity participation plan was unenforceable where party conceded that several provisions of plan remained to be determined, including which type and amount of stock party would receive); Sierra Assoc. v. Continental Illinois Nat. Bank etc., 169 Ga.App. 784, 788–789(1), 315 S.E.2d 250 (1984) (agreement setting out various options for future agreement was unenforceable, because it was merely an agreement to agree in the future on one of the options). FN5. Pine Valley Apartments v. First State Bank, 143 Ga.App. 242, 245, 237 S.E.2d 716 (1977) (citation and punctuation omitted).
t in company unenforceable where parties had not agreed on when interest would be conveyed or how company was to be structured); Key v. Naylor, Inc., 268 Ga. App. 419, 425 (3) ( 602 S.E.2d 192) (2004) (agreement to transfer 20 percent of stock unenforceable where agreement did not provide for when or if transfer was to be made, what stock was to be conveyed, and what the percentage related to); Burns v. Dees, 252 Ga. App. 598, 602-606 (1) (a) (i) ( 557 S.E.2d 32) (2001) (oral agreement giving party 1/3 interest in profits and ultimate sale of business venture was unenforceable because it lacked terms concerning allocation of costs and losses, frequency of payments, manner of calculating proceeds, and time of distribution); Lemming v. Morgan, 228 Ga. App. 763, 764 (1) ( 492 S.E.2d 742) (1997) (oral partnership contract obligating one party to transfer 1/2 interest in real property to other party "if and when" second party's tax problems subsided insufficiently definite to be enforced); Demer v. Capital City Cable, 190 Ga. App. 40, 42-43 (2) ( 378 S.E.2d 162) (1989) (agreement to transfer stock pursuant to an equity participation plan was unenforceable where party conceded that several provisions of plan remained to be determined, including which type and amount of stock party would receive); Sierra Assoc. v. Continental Illinois Nat. Bank c., 169 Ga. App. 784, 788-789 (1) ( 315 S.E.2d 250) (1984) (agreement setting out various options for future agreement was unenforceable, because it was merely an agreement to agree in the future on one of the options).Pine Valley Apartments v. First State Bank, 143 Ga. App. 242, 245 ( 237 S.E.2d 716) (1977) (citation and punctuation omitted).
k was to be conveyed, and what the percentage related to); Burns v. Dees, 252 Ga. App. 598, 603-606 (1) (a) (i) ( 557 SE2d 32) (2001) (oral agreement giving party 1/3 interest in profits and ultimate sale of business venture unenforceable because it lacked terms concerning allocation of costs and losses, frequency of payments, manner of calculating proceeds, and time of distribution); Aukerman, supra at 214-215 (oral agreement that one party would buy other's stock for $1 million net unenforceable, where it did not provide for structure of transaction, pricing structure, or resolution of tax issues and evidence showed parties continued to negotiate many of these terms and discuss alternative terms after entering into agreement); Lemming v. Morgan, 228 Ga. App. 763, 764 ( 492 SE2d 742) (1997) (oral partnership contract obligating one party to transfer the interest in real property to other party "if and when" second party's tax problems subsided insufficiently definite to be enforced); Demer v. Capital City Cable, 190 Ga. App. 40, 43 (2) ( 378 SE2d 162) (1989) (agreement to transfer stock pursuant to an equity participation plan was unenforceable where party conceded that several provisions of plan remained to be determined, including which of several types of stock party would receive); Sierra Assoc. v. Continental Illinois Nat. Bank c, 169 Ga. App. 784, 788 (1) ( 315 SE2d 250) (1984) (agreement setting out various options for future agreement unenforceable, because it was merely an agreement to agree in the future on one of the options). There is no dispute that the parties intended that Kitchen be assigned a 25 percent interest in the subsidiaries by December 31, 2006 as partial consideration for joining Insuramerica. The June 9 letter provides enough detail on the terms of this agreement to render the agreement enforceable.
Kueffer Crane c. Svc. v. Passarella, 247 Ga. App. 327, 330(3) ( 543 S.E.2d 113) (2000). See id. Cf. Demer v. Capital City Cable, 190 Ga. App. 40, 42-43(2) ( 378 S.E.2d 162) (1989) (equity participation provision unenforceable where contract provided for transfer of "stock or stock equivalents," the evidence showed the company issued different types of stocks, and the plaintiff seeking to recover stock admitted that the parties contemplated future negotiations). We are equally unpersuaded by Mon Ami's contention that the contract fails for lack of consideration.
Id. at 331. Demer v. Capital City Cable, 190 Ga. App. 40 ( 378 S.E.2d 162) (1989). In contrast, material terms were left to future negotiations between O'Donnell and Burns. While in Kueffer, a consistent five percent of the company's profits had been provided for five years, and thus, the calculation of such payment was determinable, here we are unable to determine from the instant contract or dealings how profits or proceeds were to be calculated, and we will not attempt to ascertain the intention of the parties by conjecture.
Scruggs v. Purvis, 218 Ga. 40, 42 ( 126 S.E.2d 208) (1962). Toncee contends that essential portions of the contract remained to be negotiated, specifically, the stock option provision, and thus the requirements of the Statute of Frauds were not met. It cites Demer v. Capital City Cable, 190 Ga. App. 40 ( 378 S.E.2d 162) (1989), but the court in that case found specifically that the equity participation plan at issue, worth over one million dollars to the plaintiff, was an important inducement to his accepting employment, that the terms in the letter of intent were ambiguous, and that further discussion was necessary to resolve open issues. Id. at 42-43.
As a party against whom the trial court directed a verdict, Fireman's Fund had the option of challenging the decision by direct appeal or by motion for new trial. Demer v. Capital City Cable, 190 Ga. App. 40 (1) ( 378 S.E.2d 162) (1989). Under common law, a surety can be discharged from its obligation under a bond if its risk is increased by any act of the insured.