See Kansas Penn, supra, 727 F.Supp.2d at 1111(IV)(C).Georgia courts have not held that interpretations of commercial reasonability are limited to cases brought under the Commercial Code. See, e.g., Pakwood Indus. v. John Galt Assoc., 219 Ga.App. 527, 529โ530(1), 466 S.E.2d 226 (1995) (assignment of lease). Good faith is, if anything, a minimum standard of conduct in any contract. While this particular agreement does not come within the UCC, it is a commercial transaction in the broad sense and the legislature has specifically declared that good faith is a basic obligation in all such transactions.
While Rhode Island courts have not announced a clear standard by which to construe such lease provisions, in general, courts have concluded that the language prohibiting the unreasonable withholding of consent by a landlord amounts to a covenant. See Broad Branford Place Corp. v. J. J. Hockenjos Co., 132 N.J.L. 229, 235-36, 39 A.2d 80, 84 (N.J. 1944) (holding that "there is a covenant in the words 'which consent shall not be unreasonably withheld'"); Pakwood Indus. V. John Galt Assoc., 219 Ga. App. 527, 529, 466 S.E.2d 226, 228 (1995) (citingStern's Gallery, Etc. v. Corp. Prop. Investors, 176 Ga. App. 586, 337 S.E.2d 29 (1985)) (affirming that a lease clause providing that a lessor cannot unreasonably withhold consent to an assignment is a covenant upon the landlord); see also 54 A.L.R. 3d 679 (1973). To arrive at this conclusion, courts have applied and incorporated principles of contract law to leases.
We fail to see, therefore, how the trial court's order adopting the special master's report renders the fraud claim moot. See, e.g., Pakwood Indus. v. John Galt Assocs. , 219 Ga. App. 527, 530 (3), 466 S.E.2d 226 (1995) (a claim that has already been decided adversely to a claimant is moot). Similarly, the special master did not address Davidson's request that the trial court "enforce the agreement of the parties" that the Snellville property would be transferred to him as payment for his work with Lindfield.
Notably, this was no more than Johnston was already required to do under Section 24.1 of the lease. Cf. Pakwood Indus. v. John Galt Assoc., 219 Ga. App. 527, 529-530 (1) ( 466 SE2d 226) (1995) (the lessor required, as a condition of assignment of the lease, that the lessee remain on the lease and, in addition, execute a personal guaranty in case of the buyer's default. This Court found this requirement was commercially reasonable under the circumstances as a matter of law and did not violate the assignment provisions of the lease.).
(Citations and punctuation omitted.) Parkwood Indus. v. John Galt Assocs., 219 Ga. App. 527, 529(1) ( 466 S.E.2d 226) (1995). 1. Dickerson first claims error in the trial court's grant of summary judgment to the defendants because "material facts of record show the existence of a partnership between the parties and a breach thereof by defendants."
Eastern Air Lines v. Joint City-County c. Tax Assessors, 253 Ga. 18, 20(3) ( 315 S.E.2d 890) (1984); see Macon-Bibb County Board of Tax Assessors v. Atlantic Southeast Airlines, 262 Ga. 119, 121 ( 414 S.E.2d 635) (1992) and cits. See Pakwood Indus. v. John Galt Assoc., 219 Ga. App. 527, 529(1) ( 466 S.E.2d 226) (1995). See Southland Investment Corp. v. McIntosh, 137 Ga. App. 216, 221(2) ( 223 S.E.2d 257) (1976) (physical precedent only).
Finally, as found by the trial court, Williams failed to produce any evidence that St. Paul directly induced his clients to do, or not do anything. Inasmuch as he was required to produce such evidence in support of the third element of his cause of action and, as stated above, he failed to produce any evidence supporting the first two elements, the trial court did not err in granting summary judgment to St. Paul. See Pakwood Indus. v. John Galt Assoc., 219 Ga. App. 527 (2) ( 466 S.E.2d 226) (1995). Judgment affirmed. Birdsong, P.J., and Eldridge, J., concur.
We denied Packwood's application finding it moot based on Galt's sale of the property to another party, but before we did so, the Fulton County Superior Court granted summary judgment to Galt as to all Packwood's claims. We affirmed the Fulton County Superior Court's action in Packwood Indus. v. John Galt Assoc., 219 Ga. App. 527 ( 466 S.E.2d 226) (1995). On June 8, 1995, Galt filed the abusive litigation action against defendants, which is the subject of this appeal.
OCGA ยง 51-7-82 (b). "Although `the question of reasonableness and unreasonableness is most often a jury issue, in plain and palpable cases the determination may be made by the court.' [Cit.]" Pakwood Indus., Inc. v. John Galt Assoc., 219 Ga. App. 527, 529 ( 466 S.E.2d 226) (1995). The trial court erred in denying Taylor's motion for summary judgment.
"Where a lease contains a clause requiring that such consent not be unreasonably withheld, a withholding of consent, which fails the test of fairness and commercial reasonableness, constitutes a breach of the lease." WPD Ctr., LLC v. Watershed, Inc., 330 Ga. App. 289, 292 (2014). See also Pakwood Indus., Inc. v. John Galt Assocs., 219 Ga. App. 527, 529 (1995) ("The primary factor courts have considered in determining the reasonableness of a lessor's refusal to consent is the financial ability of the proposed tenant to perform under the lease."). Issues of "reasonableness and unreasonableness" in the terms of a lease "are most often questions of fact requiring the consideration of the jury."