POPE, Senior Appellate Judge.
Defendant Hampton Island, LLC appeals from the trial court's order granting summary judgment to the plaintiffs
(Footnotes omitted.) Smith v. Gordon, 266 Ga.App. 814(1), 598 S.E.2d 92 (2004). See OCGA § 9-11-56(c). Guided by these principles, we turn to the record here.
The dispute in this case centers on two parcels of land located within the Hampton Island Preserve in Liberty County (the "Property"). The plaintiffs originally purchased the Property in 2005 from South Hampton Island Preservation Properties, LLC ("South Hampton"). Although South Hampton agreed to make certain improvements to the Property following the sale to the plaintiffs, South Hampton failed to make the improvements. South Hampton then joined with three other business entities to form Hampton Island Founders, LLC ("Founders"). Founders, in turn, joined another business entity to form defendant Hampton Island, LLC ("Hampton Island"). Hampton Island was managed by a separate company owned and operated solely by Ron Leventhal, who had several decades of experience in real estate investment and development.
A dispute arose between the plaintiffs and Hampton Island as to whether Hampton Island could be held liable for South Hampton's breach of its obligation to make improvements to the Property and for certain alleged violations of the federal Interstate Land Sales Full Disclosure Act, 15 USC § 1701 et seq. The plaintiffs informed Leventhal that they planned to sue Hampton Island in federal court if the dispute could not be resolved.
In June 2007, Hampton Island entered into a purchase and sale agreement with the plaintiffs "in order to resolve all of [the plaintiffs'] claims against [Hampton Island] (if any) with respect to the Hampton Island Preserve" (the "Agreement"). Leventhal executed the Agreement on behalf of Hampton Island. It is uncontroverted that Leventhal consulted with legal counsel concerning the potential for litigation with the plaintiffs and in connection with the decision to execute the Agreement. It is likewise uncontroverted that the Agreement was drafted in part by Hampton Island's legal counsel.
Under the terms of the Agreement, Hampton Island agreed to pay $1,000,000 to the plaintiffs in return for title to the Property and relinquishment of the plaintiffs' potential state and federal claims. If Hampton Island defaulted on its payment obligation, the Agreement provided that the plaintiffs had "the right to seek specific performance and damages."
After extending the closing date by payment of certain consideration, Hampton Island failed to purchase the Property. The plaintiffs then commenced this action against Hampton Island seeking specific performance of the Agreement, or alternatively, monetary damages for breach of contract. Hampton Island answered and maintained that the Agreement could not be specifically enforced based upon a lack of adequate consideration, duress, unclean hands, impossibility of performance, and the availability of an adequate remedy at law.
1. Hampton Island contends that summary judgment was improper because genuine issues of material fact existed as to whether there was a lack of adequate consideration for the Agreement. See Saine v. Clark, 235 Ga. 279, 281(2), 219 S.E.2d 407 (1975) (the party seeking specific performance must demonstrate that the consideration for the contract was adequate). This argument is without merit. Even if one ignores the plaintiffs' promise to forbear suing Hampton Island,
2. Hampton Island next contends that summary judgment was improper because genuine issues of material fact existed as to whether the Agreement was procured through duress. According to Hampton Island, the plaintiffs threatened to "smear" its reputation by filing a federal lawsuit that lacked legal merit in order to pressure it into purchasing the Property.
We conclude that, as a matter of law, Hampton Island did not enter into the Agreement as a result of duress.
(Punctuation and footnotes omitted; emphasis supplied.) Cooperative Resource Center v. Southeast Rural Assistance Project, 256 Ga.App. 719, 720-721, 569 S.E.2d 545 (2002).
The present case is similar to Compris Technologies. Here, the uncontroverted evidence shows that Leventhal was a sophisticated businessman who consulted with legal counsel before executing the Agreement on behalf of Hampton Island. Leventhal made an informed decision on the advice of counsel to settle any potential claims by the plaintiffs and procure the Property, rather than defend against those claims in court and seek the alternative remedy of attorney fees to the extent that those claims were deemed frivolous. Moreover, legal counsel of both parties participated in the drafting of the Agreement. Given these undisputed facts, Hampton Island could not rely on its defense of duress to void the Agreement. See Compris Technologies, 274 Ga.App. at 682(7), 618 S.E.2d 664; Cooperative Resource Center, 256 Ga.App. at 720-722, 569 S.E.2d 545; Ackerman v. First Nat. Bank of Grady County, 239 Ga.App. 304, 305(2), 521 S.E.2d 221 (1999); Frame v. Booth, Wade & Campbell, 238 Ga.App. 428, 430(2), 519 S.E.2d 237 (1999). See also Holtzendorf v. Seckinger, 195 Ga.App. 177, 183(1), 393 S.E.2d 13 (1990) (threat of legal action did not constitute duress); Anziano, 208 Ga.App. at 762(3), 432 S.E.2d 117 (no duress where defendants "could have pursued other legal remedies, even though they may have seemed unattractive," rather than go forward with the sale contract). As we have repeatedly emphasized,
(Footnotes omitted.) Cooperative Resource Center, 256 Ga.App. at 721-722, 569 S.E.2d 545. It follows that the trial court correctly granted summary judgment in favor of the plaintiffs on Hampton Island's duress defense.
3. Hampton Island also contends that summary judgment was improper because genuine issues of material fact existed as to whether the plaintiffs had unclean hands. We disagree.
Georgia law provides that a party can be barred from obtaining the equitable relief of specific performance if he is guilty of unclean hands. See Matrix Financial Svcs. v. Dean, 288 Ga.App. 666, 669(1)(b), 655 S.E.2d 290 (2007). Under that doctrine, "[h]e who would have equity must do equity and must give effect to all equitable rights of the other party respecting the subject matter of the action." OCGA § 23-1-10. The unclean hands doctrine
(Citation omitted.) Clawson v. Intercat, Inc., 294 Ga.App. 624, 628-629(3), 669 S.E.2d 671 (2008). See also Simpson v. Pendergast, 290 Ga.App. 293, 298(2)(b), 659 S.E.2d 716 (2008); Gibson v. Huffman, 246 Ga.App. 218, 220(4), 540 S.E.2d 222 (2000).
(a) Hampton Island first argues that there was evidence of unclean hands because the plaintiffs coerced Hampton Island to enter into the Agreement. In this respect, Hampton Island relies upon the same arguments it raised with respect to its defense of duress. For the reasons discussed in Division 2, the uncontroverted evidence of record shows that Hampton Island was not coerced to enter into the Agreement but rather made an informed decision to do so on the advice of legal counsel. As such, Hampton Island's argument is unavailing.
(c) Hampton Island further argues that there was evidence of unclean hands based upon Leventhal's testimony that during the course of this litigation, the plaintiffs attempted to have a third-party business avoid its contractual obligation to pay certain sums owed to Hampton Island. The alleged inequitable conduct, however, must "relate[ ] directly to the transaction concerning which relief is sought," not some outside matter unrelated to the subject matter of the litigation. (Citation and punctuation omitted.) Gibson, 246 Ga.App. at 220(4), 540 S.E.2d 222. The plaintiffs' alleged attempt to have a third-party business avoid its separate contractual obligation owed to Hampton Island does not relate to the enforcement of the Agreement. Hence, the plaintiffs' alleged misconduct cannot bar specific performance in the instant action. See Clawson, 294 Ga. App. at 628-629(3), 669 S.E.2d 671; Simpson, 290 Ga.App. at 298(2)(b), 659 S.E.2d 716; Gibson, 246 Ga.App. at 220(4), 540 S.E.2d 222.
4. In addition, Hampton Island contends that summary judgment was improper because genuine issues of material fact existed as to its defense of impossibility of performance. In this regard, Hampton Island emphasizes that Leventhal testified that Hampton Island does not currently have the cash on hand to purchase the Property for the contract sales price.
Hampton Island's impossibility defense predicated on purported financial inability fails as a matter of law.
(Citation and punctuation omitted.) Bright v. Stubbs Properties, 133 Ga.App. 166, 166-167, 210 S.E.2d 379 (1974). See Calabro v. State Med. Ed. Bd., 283 Ga.App. 113, 115(1), 640 S.E.2d 581 (2006); John K. Larkins, Jr., Ga. Contracts: Law and Litigation § 11-4. Accord Scott v. Hussmann Refrigeration, 183 Ga.App. 39, 40-41(2), 357 S.E.2d 860 (1987); Phillips v. Marcin, 162 Ga.App. 202, 204(1)(a), 290 S.E.2d 546 (1982). Hampton Island's alleged inability to pay therefore could not serve as a basis for its defense of impossibility, and the trial court properly granted summary judgment to the plaintiffs in this respect.
5. Lastly, Hampton Island contends that the trial court lacked equitable jurisdiction to grant specific performance because the plaintiffs had an adequate remedy at law in the form of monetary damages. Again, we disagree.
Forsyth County v. Waterscape Svcs., 303 Ga.App. 623, 637(4)(b), 694 S.E.2d 102 (2010). This rule applies equally in cases such as the present one where specific performance is sought by the seller rather than the purchaser of the land. See Lewis v. Trimble, 151 Ga. 97(1), 106 S.E. 101 (1921) (specific performance of a contract for the sale of land "may be compelled at the instance of the vendor as well as that of the vendee"). See also Daniel F. Hinkel, Pindar's Georgia Real Estate Law and Procedure with Forms, § 18-36 (6th ed. 2004) ("[I]t is well settled that a vendor may be entitled to specific performance of the contract equally with the purchaser."). Furthermore, the Agreement specifically provided that in the event that Hampton Island defaulted on its payment obligation, the plaintiffs had the right to seek specific performance. Cf. Lemans Assocs. L.P. v. Lemans Apts., 268 Ga. 396(1), 489 S.E.2d 831 (1997) (plaintiff entitled to seek equitable relief of appointment of receiver where equitable relief was expressly authorized by the contract in the event of a breach).
Judgment affirmed.
BARNES, P.J., and Senior Appellate Judge G. ALAN BLACKBURN concur.