ULTRA GROUP OF COMPANIES, INC. v. DALJEET SINGH

• Court: Court of Appeals of Georgia
• Decided: June 4, 2026
• Docket: A26A0307
• Status: Published

Opinion

FIRST DIVISION BARNES, P. J., MARKLE and HODGES, 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. https://www.gaappeals.gov/rules

June 4, 2026

In the Court of Appeals of Georgia A26A0307, A26A0337. ULTRA GROUP OF COMPANIES, INC. v. SINGH et al. (same) A26A0416. SINGH et al v. ULTRA GROUP OF COMPANIES, INC.

HODGES, Judge.

These parties have been before this Court at least four times. Daljeet Singh and

Raina Brothers, LLC (collectively “Singh”) and Ultra Group of Companies, Inc.

(“Ultra”) are in the business of coin-operated amusement machines, which are often

referred to as “COAMs.” Following a dispute between the parties over a settlement

agreement and a decision by a hearing officer awarding Ultra with damages and

attorney fees, both parties sought review by the Georgia Lottery Corporation

(“GLC”) and, thereafter, the superior court. As relevant to this appeal, the superior

court initially dismissed the parties’ petitions for review, and the parties appealed those dismissals in this Court. We vacated the superior court’s decisions and

remanded the appeals because it was unclear from the trial court’s orders why the trial

court dismissed the petitions.1 Singh et al. v. Ultra Group of Cos., 374 Ga. App. 22 (910

SE2d 834) (2024).

Following remand, the trial court issued orders upholding the hearing officer’s

award and the GLC’s affirmance of that award. These appeals followed, and we have

consolidated them for our review since the appeals arise out of the same statutory

proceeding before a hearing officer appointed by the GLC. In Case Numbers

A26A0307 and A26A0337,2 Ultra argues that (i) the superior court’s affirmance was

legally erroneous because Singh breached the settlement agreement, and (ii) the

superior court’s failure to reverse a portion of the hearing officer’s final award

denying Ultra its full contract damages was reversible error. In Case Number

1 Previously, Singh filed a direct appeal that this Court dismissed based on lack of jurisdiction, Singh v. Ultra Group of Cos., Case No. A22A1675 (Feb. 23, 2023), and Ultra filed a direct appeal that this Court affirmed in an unpublished opinion, Ultra Group of Cos. v. Singh, 351 Ga. App. XXII (Case No. A19A1261) (Sep. 3, 2019). 2 When the parties appealed to the superior court, the clerk of the superior court assigned different case numbers to the Ultra and Singh appeals. The trial court subsequently entered essentially identical orders in each case, and Ultra filed an appeal from the trial court’s orders in both underlying superior court cases. 2 A26A0416, Singh argues that (i) the superior court and the GLC erred by allowing the

hearing officer’s analysis, findings, and conclusions to become the GLC’s final order

through inaction because the final award is arbitrary and capricious, and (ii) the award

of attorney fees to Ultra, as affirmed by the GLC and the superior court, is arbitrary,

capricious, and clearly erroneous. For the following reasons, we affirm in part, reverse

in part, and remand the appeal with direction in Case Numbers A26A0307 and

A26A0337, and we affirm the superior court’s decision in A26A0416.

We begin with the pertinent facts set forth in our prior opinion, which we will

supplement as needed to address the issues in this appeal:

The underlying facts are largely undisputed. Ultra is a GLC master license holder, and it contracts with businesses to place its COAMs3 inside stores or other commercial locations. Singh owns and operates

3 By statute, COAMs are defined as machines

of any kind or character used by the public to provide amusement or entertainment whose operation requires the payment of or the insertion of a coin, bill, other money, token, ticket, card, or similar object and the result of whose operation depends in whole or in part upon the skill of the player, whether or not it affords an award to a successful player[.]

OCGA § 50-27-70 (b)(2)(A). 3 convenience stores throughout Georgia and also owns commercial real estate, where convenience stores and gas stations are located. On May 23, 2016, the parties reached an agreement to settle a lawsuit then pending in Gwinnett County.4 Under the terms of the settlement agreement, Ultra agreed to dismiss its claims against Singh, and Singh agreed to provide, within 30 days, COAM contracts for eight years at two identified locations (one in Atlanta and another in Decatur), as well as COAM contracts for eight years at two unidentified locations within 12 months. If Singh failed to deliver the contracts on the unidentified locations within the specified time period, he agreed to pay Ultra $200,000.

Ultra dismissed its claims against Singh, but Singh never provided Ultra with any contracts or paid Ultra in connection with the settlement agreement. In fact, Singh previously sold the identified location in Atlanta in 2015, although he retained ownership of the real estate until 2023. And just a week after entering into the settlement agreement, Singh sold the identified location in Decatur.

Thereafter, Ultra filed a new breach-of-contract action in Gwinnett County, but the trial court granted Singh’s motion to dismiss, finding that Ultra had to bring its claims to the GLC.5 Ultra then filed a demand

4 The record on appeal contains no further description of the Gwinnett County lawsuit underlying the 2016 settlement agreement. 5 Ultra appealed the trial court’s order granting Singh’s motion to dismiss, but this Court affirmed that decision without opinion. See Ultra Group of Cos., Inc. v. 4 for arbitration. The matter proceeded to a hearing before a hearing officer in July 2023. And based on the evidence adduced at the hearing, the hearing officer issued an interim decision finding: (1) Singh was not in breach of contract for failing to provide a COAM contract at the identified location in Atlanta because Singh “had no legal relationship to the retail business there at the time” the parties entered into the settlement agreement; but (2) Singh otherwise breached the settlement agreement in failing to provide Ultra with COAM contracts at the identified location in Decatur and the two unidentified locations. The hearing officer rejected Ultra’s request for lost profits, but awarded Ultra $100,000 in nominal damages for the identified location in Decatur and $200,000 in liquidated damages for the unidentified locations. The issue of attorney fees was reserved pending another hearing, after which the hearing officer entered its final award, finding that Singh acted in bad faith in entering into the settlement agreement and awarding Ultra an additional $100,000 in attorney fees and $18,600 in expenses.

Both parties then filed requests for reconsideration and motions for review to the chief executive officer of the GLC. The chief executive officer took no action on either party’s motion, and the hearing officer’s decision was affirmed by operation of law.6 On November 21, 2023,

Singh, 351 Ga. App. XXII (Case No. A19A1261) (Sept. 3, 2019) (unpublished). 6 See GLC Rule 13.2.5(1)(b)(4) (“For purposes of this Section, a Motion for Review shall be deemed denied if the President/CEO or his/her designee fails to provide a decision to either grant or deny the Motion of Review within 30 days from receipt of the Motion for Review.”), COAM Division/Documents/RU 13.2 Coin 5 Singh filed a petition for judicial review in Fulton County Superior Court. In response, Ultra asked the superior court to “dismiss” Singh’s petition, asserting that the hearing officer’s award was supported by the evidence. Rather than filing a cross-appeal, Ultra also filed its own petition for review on November 27, 2023. In response to Ultra’s petition, Singh filed a limited appearance, in which he claimed that he had not been properly served with Ultra’s petition and, alternatively, the hearing officer did not err in making certain findings in his favor. Following a single hearing in both actions, the superior court entered identical orders in each case summarily dismissing the party’s respective petitions and directing the clerk to close the files.

Singh, 374 Ga. App. at 22-24.

The parties appealed the trial court’s dismissals of their petitions for review.7

This Court vacated and remanded the appeals because the superior court gave no basis

Operated Amusement Machine Hearing (available at https://www.gacoam.com/documents); see, e.g., Ultra Group of Cos., Inc. v. S & A 1488 Mgmt., Inc., 357 Ga. App. 757, 758 (849 SE2d 531) (2020) (“The chief executive officer failed to render a decision within 30 days, and thus, pursuant to GLC Rule 13.2.5(1)(b)(4), affirmed the decision of the hearing officer.” (footnote omitted)). 7 “Although appeals from decision[s] of the superior courts reviewing decisions of state and local administrative agencies must come by discretionary application under OCGA § 5-6-35(a)(1), the GLC is not a state agency and, as a result, the parties were not required to file applications for discretionary review to seek review of the superior court’s orders.” Singh, 374 Ga. App. at 24 n. 7 (citation and punctuation omitted). 6 for its dismissals, and it was unclear from the trial court’s orders why the trial court

dismissed the petitions. Singh, 374 Ga. App. at 27-28.

Following remand, the trial court issued a final order affirming the hearing

officer’s final award and the GLC’s affirmance of the award. These appeals followed.

1. General COAM law. We note at the outset the applicable general principles

concisely and properly stated in our prior opinion:

The ownership and operation of COAMs is a “highly regulated industry,”8 governed by an extensive statutory scheme.9 Importantly, the GLC has “jurisdiction of all disputes between and among any licensees or former licensees … relating in any way to any agreement involving” COAMs.10 Such disputes are initially referred to a hearing officer,11 who conducts a hearing in accordance with GLC rules, which must be

8 Stockton v. Shadwick, 362 Ga. App. 779, 782(1)(a) (870 SE2d 104) (2022); see, e.g., Funvestment Group, LLC v. Crittenden, 317 Ga. 288, 291(2)(a) (893 SE2d 60) (2023) (“Our General Assembly has enacted legislation extensively regulating the COAM industry in this State.”). 9 See OCGA § 50-27-70 et seq.; Gebrekidan v. City of Clarkston, 298 Ga. 651, 656-57(3)(a) (784 SE2d 373) (2016) (referring to the statutory scheme governing COAMs, which is administered by the GLC, as “extensive”). 10 OCGA § 50-27-102(c)(1),(2). 11 See OCGA § 50-27-102(c)(1),(2). 7 consistent with the Georgia Arbitration Code.12 Once the hearing officer issues a decision, that decision “may be appealed to the chief executive officer” of the GLC.13

In turn, appeals from actions of the chief executive officer “shall be to the Superior Court of Fulton County.”14 Importantly, when an appeal is taken to the superior court,

[t]he court shall not substitute its judgment for that of the [GLC] or chief executive officer as to the weight of the evidence on questions of fact committed to the discretion of the corporation or chief executive officer. The court may affirm the decision of the [GLC] or chief executive officer in whole or in part; the court shall reverse or remand the case for further proceedings if substantial rights of the appellant have been prejudiced because the [GLC]’s

12 See OCGA § 50-27-102(c)(3) (providing that the GLC must adopt rules consistent with the Georgia Arbitration Code); see generally OCGA § 9-9-1 et seq. (setting forth the Georgia Arbitration Code). 13 See OCGA § 50-27-102(c)(5) (“The chief executive officer shall not reverse a finding of fact of the hearing officer if any evidence supports the hearing officer’s conclusion. The chief executive officer shall not reverse a conclusion of law of the hearing officer unless it was clearly erroneous, arbitrary, and capricious or exceeded the hearing officer’s jurisdiction.”). 14 OCGA § 50-27-76(a); see OCGA § 50-27-102(c)(5) (providing that “[t]he decision of the chief executive officer may be appealed to the Superior Court of Fulton County”). 8 or chief executive officer’s findings, inferences, conclusions, or decisions are:

(1) In violation of constitutional or statutory provisions;

(2) In excess of the statutory authority of the [GLC] or chief executive officer;

(3) Made upon unlawful procedures;

(4) Affected by other error of law;

(5) Not reasonably supported by substantial evidence in view of the reliable and probative evidence in the record as a whole; or

(6) Arbitrary or capricious or characterized by abuse of discretion or clearly unwarranted exercise of discretion.15

15 OCGA § 50-27-76(b); see OCGA § 50-27-102(c)(5) (providing that the superior court “shall not reverse the chief executive officer’s findings of fact unless it is against the weight of the evidence as set forth in Code Section 5-5-21, and the chief executive officer’s legal conclusions shall not be set aside unless there is an error of law”); see generally OCGA § 5-5-21 (providing that a court may grant or refuse “new trials in cases where the verdict may be decidedly and strongly against the weight of the evidence even though there may appear to be some slight evidence in favor of the finding”). 9 Singh, 374 Ga. App. at 24-25. In short, “[i]n reviewing the decision of the chief

executive officer of the GLC, the superior court shall not reverse the chief executive

officer’s findings of fact unless it is against the weight of the evidence as set forth in

Code Section 5-5-21, and the chief executive officer’s legal conclusions shall not be

set aside unless there is an error of law.” Ultra Group of Cos. v. S & A 1488 Mgmt., 357

Ga. App. 757, 758-59 (849 SE2d 531) (2020) (citation and punctuation omitted).

“When this Court reviews a superior court’s order in an administrative

proceeding, our duty is not to review whether the record supports the superior court’s

decision but whether the record supports the final decision of the administrative

body.” S & A 1488 Mgmt., 357 Ga. App. at 759 (citation and punctuation omitted).

With these general procedures in mind, we turn to the terms of the parties’

settlement agreement.

2. Settlement agreement. The terms of the May 23, 2016 settlement agreement

are memorialized in a hearing transcript and are undisputed. Among other things, the

agreement required Singh to provide Ultra with eight-year contracts to use COAMs

at two identified locations: 6201 Memorial Drive in DeKalb County and 1317

10 Columbia Drive in Decatur. Specifically, Ultra’s counsel stated at the settlement

agreement hearing that Singh and Raina Brothers

have agreed to transfer, to Ultra Group of Companies, two current locations — two locations, meaning, that they will provide written contract[s] for eight years for each of these locations. For Ultra to provide their coin — their coin operated amusement machines for those locations, that they would sign that agreement for eight years for two locations. One of which is ... at 1317 Columbia Drive, Decatur, Georgia. And the other location is at 6201 Memorial Drive, in DeKalb County. Both of those locations will sign a contract for Ultra for eight years for the use of those machines, pursuant to Ultra’s contract terms. Okay. And that will be done for those two locations within a reasonable period of time, up to 30 days, to allow that transfer to be made through Georgia Lottery.

Singh’s counsel agreed those were the correct terms.

The settlement agreement also required Singh to provide Ultra with eight-year

contracts to use COAMs at two unidentified locations. Originally, Ultra’s attorney

stated in court that those unidentified locations also were to be delivered within six

months of the settlement agreement or Singh would pay $400,000. However, after

subsequent negotiation, the parties agreed that Singh would have twelve months to

11 provide the two unidentified locations, subject to the GLC’s approval, or pay Ultra

$200,000.

On January 13, 2017, a Gwinnett County Superior Court judge entered an order

confirming the settlement agreement. Based on these general principles and the

settlement agreement terms, we now address the parties’ specific claims of error.

Case Numbers A26A0307 and A26A0337

3. Ultra argues that the superior court erred in affirming the hearing officer’s

decision that Singh did not breach the settlement agreement with regard to the 6201

Memorial Drive location and was not entitled to damages as to that location. We

agree.

The undisputed and stipulated facts in these cases show that Singh agreed, in

exchange for Ultra dismissing its claims against Singh in a prior lawsuit, that Singh

would, among other things, “provide written COAM location contracts for eight years

each at two identified locations,” one being 6201 Memorial Drive. The parties do not

dispute that a settlement agreement constitutes a valid and binding contract. It is also

undisputed that Singh did not own, lease, or otherwise control the Memorial Drive

property at the time he entered into the settlement agreement, and that Ultra was not

12 able to put its COAMs at the Memorial Drive location as promised by Singh. Without

citing a single statute or case citation, the hearing officer in this case concluded that

Singh was not in breach of the settlement agreement for failing to provide an eight-

year contract with Ultra at 6201 Memorial Drive because Singh “had no legal

relationship to the retail business there at the time the [a]greement was read into [the]

record.” The trial court’s final order does not specifically address the 6201 Memorial

Drive property, but simply “finds no basis upon which to reverse the [GLC’s

affirmance of the hearing officer’s] Final Award.” We conclude, however, that the

hearing officer’s conclusion regarding the 6201 Memorial Drive property was

erroneous.

The issue presented in this case is whether, under Georgia law, a party who

enters into a settlement agreement promising to allow another party to use a specific

commercial location, despite not owning or controlling that property at the time of

entering the agreement, may be liable for breach of contract. Given Georgia’s well-

settled law, we answer this question in the affirmative.

First, both our Supreme Court and this Court consistently have held that a

person may contract to convey rights in property he does not own: “While a seller

13 cannot convey title to that which he does not own, that does not prevent him from

contracting to convey property to be acquired by him in the future.” Sackett v. Wilson,

258 Ga. 612, 614(2) (373 SE2d 10) (1988) (citations and punctuation omitted); Goldgar

v. N. Fulton Realty Co., 106 Ga. App. 459, 460(1) (127 SE2d 189) (1962) (“One may

contract to convey property in the future conditionally upon his being able to acquire

title thereto.”) (citation and punctuation omitted). Thus, contrary to the hearing

officer’s conclusion, the fact that Singh had no legal relationship or title in the 6201

Memorial Drive property at the time he entered into the settlement agreement is

irrelevant and does not automatically render the agreement a nullity.

Second, while a person may make a contractual obligation conditional upon his

being able to acquire title from someone else, “if he contracts absolutely, he will be

bound by the terms of his agreement.” Sackett, 258 Ga. at 614(2) (citation and

punctuation omitted). In other words, as our Supreme Court has made clear, “[a]

party may contract to convey property not then owned by him. If he is not able to

make delivery by the consummation date, he will be liable in damages for breach of

contract.” Id. (citation and punctuation omitted); Smith v. Hooker/Barnes, Inc., 253

Ga. 514, 514-15(2) (322 SE2d 268) (1984); accord Goldgar, 106 Ga. App. at 460(1) (“If

14 [a party] contracts absolutely to convey property not then owned by him, he will be

liable in damages for a breach, even if he is not able to secure the same so as to make

delivery.”) (citation and punctuation omitted). The ability of the contracting party to

deliver title — whether it flows from the first party to the second party of the contract

or from some third party to the second party of the contract — by the consummation

date is the test for whether a party is liable for a breach of the contract. Hosch v. Brown,

258 Ga. 14 (364 SE2d 833) (1988). “Whether or not [a party to the contract] could

have delivered good title on the closing date is not a question which addresses itself

to the validity of the contract.” Horn v. Wright, 157 Ga. App. 408, 409(2) (278 SE2d

66) (1981) (citations and punctuation omitted); accord Albert v. Albert, 164 Ga. App.

783, 783-84(1) (298 SE2d 612) (1982) (holding that “the fact that the [property] in

question may have been owned by a non-party to the contract is not determinative of

the issue of whether appellant agreed to transfer the [property] to appellee as part of

the property settlement”). Indeed,

One may contract and bind himself to sell that which he does not own, and if he fails to place himself in position to complete the sale at the time specified, he will be liable in damages to the promisee. His inability to convey a good title . . . does not affect the validity of his contract to

15 convey a good and merchantable title to the whole fee or relieve him from liability for damages for his failure to do so.

Deal v. Mountain Lake Realty, 132 Ga. App. 118, 121(4)(b) (207 SE2d 560) (1974).

To be clear: Under Georgia law, a party who unconditionally promises to

convey rights in property — even property he does not own — assumes the risk of his

own inability to perform. If he cannot deliver because he lacks ownership or control,

he is liable for breach of contract and damages. We conclude that this analysis remains

the same whether a party unconditionally promises to sell property or simply to grant

the use or lease of property.

With respect to the 6201 Memorial Drive location in the present action, it is

clear that the settlement agreement is unconditional.16 In exchange for Ultra

16 Although Singh asserts in his brief that his obligation to provide a contract for the Memorial Drive property was conditional on approval by the GLC, and such approval was not granted, we find no merit to this argument. Pretermitting whether the condition applied to the 6201 Memorial Drive location, Singh points to no evidence in the record indicating that the GLC failed to approve this transfer. It is true that the final order in a prior case between Ultra and Rabisn, LLC, the owner of the 6201 Memorial Drive property at the time of the settlement agreement, found that Rabisn did not have a contract with Ultra and that Singh was not Rabisn’s agent. However, that does not affect Singh’s ability to contract with Ultra to provide property or leasing rights to the 6201 Memorial Drive location not then owned by him and Singh’s liability for breach of contract if he was unable to deliver the rights by the consummation date. See Sackett, 258 Ga. at 614(2). 16 dismissing its claims against Singh in a prior lawsuit, Singh contracted to, among other

things, “provide written COAM location contracts for eight years each at two

identified locations,” one being 6201 Memorial Drive. Singh’s commitment is a

legally enforceable promise. Singh subsequently was unable to deliver on his

contractual promise because he lacked the legal authority to grant the use of the

Memorial Drive location. As stated previously, however, the fact that Singh had no

legal relationship or title in the 6201 Memorial Drive property at the time he entered

into the settlement agreement is irrelevant, and Singh can be held liable for breach of

contract for failing to perform under the contract. The hearing officer’s conclusion

that Singh could not be held liable for a breach of contract was erroneous, and the

GLC and superior court erred in upholding that conclusion.17

17 Singh asserts in passing, by adopting and incorporating arguments he presents in Case No. A26A0416, that the promulgation of GLC Rule 13.1.14(25) made the settlement agreement illegal and unenforceable with respect to the 6201 Memorial Drive location. As discussed more fully in Case No. A26A0416, GLC RU 13.1.14(25) provides, in part, that COAM licensees are not to conduct licensed activity on behalf of another COAM licensee. Singh’s argument fails with respect to the Memorial Drive location because, as we conclude in Division 5(c)(i), GLC Rule 13.1.14(25) has no bearing on the locations identified in the settlement agreement, including the 6201 Memorial Drive location. The parties entered into the settlement agreement on May 23, 2016, and the contracts were to be provided within 30 days, which would have been June 22, 2016. GLC RU 13.1.14(25) was not effective until July 21, 2016, nearly 60 days after Singh entered into the May 23, 2016 settlement agreement and 30 days 17 Having determined that Singh may be responsible for breach of the

settlement agreement by failing to provide Ultra with an eight-year lease at the 6201

Memorial Drive location within 30 days of the agreement, we necessarily conclude

that the case must be remanded for a determination of whether Singh, in fact,

breached the settlement agreement, whether Ultra is entitled to damages based on any

breach, and, if so, the extent of the damages.

4. Ultra next argues that the superior court erred in affirming the hearing

officer’s decision that Ultra was not entitled to lost-revenue damages for the 1317

Columbia Drive location. We disagree.

Ultra claimed actual damages of over $793,000 for the breach of the settlement

agreement pertaining to the 1317 Columbia Drive location. It based this amount upon

after Singh had already breached the settlement agreement by failing to provide a COAM contract for the 6201 Memorial Drive location. Accordingly, the later-enacted COAM rule cannot be used as a defense to a claim under the settlement agreement with respect to the 6201 Memorial Drive location. See Bryant v. PMC Cap., Inc., 244 Ga. App. 313, 315(1) (535 SE2d 319) (2000) (holding that a subsequently enacted administrative regulation could not affect the parties’ rights in a validly entered contract because “[l]aws prescribe only for the future; they cannot impair the obligation of contracts nor, ordinarily, have a retrospective operation”) (citation and punctuation omitted).

18 historical collection data generated by the operation of the COAM by the master

licensee at that location from the date of the settlement agreement, May 23, 2016,

through June 23, 2023. When testifying by deposition about his calculations, Ultra’s

risk and compliance manager continuously used the terms “an average” and “on

average.” He noted,

obviously there are going to be machines that people prefer, play, things like that. But we are talking about a calculation of average performance per day regardless of machine type for that particular business date. This is how much it made on that day. And then we did an average of that and then carried that on for one year and eight year[s].

The arbitrator determined that Ultra failed to specifically prove its lost profits with

reasonable certainty and awarded only nominal damages in the amount of $100,000,

which the GLC chief executive officer affirmed by his inaction and the superior court

affirmed without comment. We conclude that this finding was not erroneous.

In general, when calculating damages for a breach of contract, “the person

injured, is, so far as it is possible to do so by a monetary award, to be placed in the

position he would have been in had the contract been performed.” Broad. Concepts v.

Optimus Fin. Servs., 274 Ga. App. 632, 635(3) (618 SE2d 612) (2005) (citation and

19 punctuation omitted). With respect to lost profits, such damages “must be shown

with reasonable certainty and profits which are remote, or speculative, contingent or

uncertain are not recoverable.” McMillian v. McMillian, 310 Ga. App. 735, 739 (713

SE2d 920) (2011) (citation and punctuation omitted). “That said, the rule that lost

profits cannot be speculative or uncertain relates more especially to the uncertainty

as to cause, rather than uncertainty as to the measure or extent of the damages[,]” and

“mere difficulty in fixing their exact amount, where proximately flowing from the

alleged injury, does not constitute a legal obstacle in the way of their allowance, when

the amount of the recovery comes within that authorized with reasonable certainty by

the legal evidence submitted.” Id. at 739-40 (citations and punctuation omitted).

However, it is well settled in Georgia

that anticipated profits are too speculative and uncertain to be recoverable unless they are based on an actual track record of sales. And this requirement is based on the rationale that the profits of a commercial business are dependent on so many hazards and chances, that unless the anticipated profits are capable of ascertainment, and the loss of them traceable directly to the defendant’s wrongful act, they are too speculative to afford a basis for the computation of damages.

20 EZ Green Assocs. v. Ga.-Pac. Corp., 331 Ga. App. 183, 188-89(2) (770 SE2d 273) (2015)

(citations and punctuation omitted).

Specifically relating to COAMs, this Court previously has ruled that Ultra failed

to prove lost profits under nearly identical circumstances. See S & A 1488 Mgmt., 357

Ga. App. at 760-62(2). In S & A 1488 Mgmt, Ultra sought, among other damages, lost

profits from the date of the store sale until the end of a ten-year contract term after the

new owner removed its COAMs from the store. Id. at 758. Ultra claimed actual

damages by “calculating the average monthly revenue of the COAMs while the

COAMs were still at the store, multiplying by the remaining number of months left

in the contract, applying a present value discount, and subtracting $25,000 for the

residual value of the five COAMs.” Id. at 760(2). This Court reiterated the general

principles of determining contract damages:

Where property was leased for hire, the measure of damages for the lessee’s breach of contract is the cash value of the contract less any saving which may accrue from the breach. A party must show lost profits with great specificity, reasonable certainty, and with a proven track record of profitability. Where appropriate action to mitigate the loss has not been taken, damages in the nature of lost profits are not recoverable.

21 Id. at 760-61(2) (citations and punctuation omitted). In affirming the hearing officer’s

finding that Ultra failed to prove its lost profits using the historical performance of its

own machines in the specified location, we noted that Ultra failed to show whether the

COAMs had been re-rented, despite testimony that Ultra kept records regarding this

information, thus failing to account for savings which may have accrued from the

breach and failing to prove its lost profits with reasonable certainty. Id. at 761(2).

We likewise find that Ultra failed in the present case to prove its lost profits

with reasonable certainty. Here, Ultra attempted to prove lost profits using data

collected from COAMs in completely separate businesses which were subsequently

installed at the 1317 Columbia Drive location. Ultra did not specify whether those

COAMs were the same type that they would have installed nor did they indicate that

those machines might be of comparable quality or popularity with players. In addition,

as noted by the hearing officer, Ultra “had the ability to track the machines taken out

of 1317 Columbia Drive but failed to do so and failed to give any credit for the re-

renting of any such machines in its damage calculation.” We thus conclude, as we did

in S & A 1488 Mgmt, that Ultra failed to prove its lost profits with reasonable certainty.

22 The superior court did not err in refusing to reverse the hearing officer’s findings as

to lost profits at the 1317 Columbia Drive location.

In short, in Case Numbers A26A0307 and A26A0337, we affirm the hearing

officer’s finding, adopted without comment by the superior court, that Ultra was not

entitled to lost-revenue damages for the 1317 Columbia Drive location. However, we

reverse the hearing officer’s finding, also adopted without comment by the superior

court, that Singh could not be held liable for a breach of contract regarding the 6201

Memorial Drive location, and we remand for a determination of whether Singh, in

fact, breached the settlement agreement with respect to this location, whether Ultra

is entitled to damages based on any such breach, and, if so, the amount of the damages

for which Singh is responsible.

Case Number A26A0416

5. In this appeal, Singh argues that the GLC chief executive officer and superior

court erred by allowing the hearing officer’s analysis, findings, and conclusions to

become the GLC’s final order through inaction because the final award is arbitrary and

capricious. Specifically, Singh asserts that COAM regulations “made performance [of

the agreement] illegal and impossible” and that the hearing officer “manifestly

23 disregarded this argument” and “irrationally found that [Singh’s] inability to perform

stemmed from [his] sale of a COAM location[.]” We disagree with all of Singh’s

arguments.

(a) To the extent that Singh asserts it was error for the GLC chief executive

officer to fail to act on his appeal from the hearing officer’s decision, allowing the

decision to be affirmed as a matter of law, we find no error. In fact, the law provides

for just such a situation. GLC Rule 13.2.5(1)(b)(4) specifically states, “For purposes

of this Section, a Motion for Review shall be deemed denied if the President/CEO or

his/her designee fails to provide a decision to either grant or deny the Motion of

Review within 30 days from receipt of the Motion for Review.”). See COAM

Division/Documents/RU 13.2 Coin Operated Amusement Machine Hearing

( a v a i l a b l e a t

https://www.gacoam.com/API/Documents/Document?documentID=822). This

Court repeatedly has applied this rule. See, e.g., Coin-Op Solutions, LLC v. Metro

Carrollton Corp., 360 Ga. App. 44, 45 (860 SE2d 599) (2021) (finding adverse decision

of the hearing officer affirmed by operation of law when the chief executive officer

failed to act on the petitioner’s appeal of the hearing officer’s award); S & A 1488

24 Mgmt., 357 Ga. App. at 758 (“The chief executive officer failed to render a decision

within 30 days, and thus, pursuant to GLC Rule 13.2.5(1)(b)(4), affirmed the decision

of the hearing officer.”) (footnote omitted). The aggrieved party may then appeal the

chief executive officer’s decision to the superior court, as Singh did in this case.

OCGA § 50-27-102(c)(5) (“The decision of the chief executive officer may be

appealed to the Superior Court of Fulton County[.]”).

(b) Turning next to Singh’s argument that the superior court erred in affirming

the hearing officer’s decision, we first reiterate the standard of review for the superior

court. On review to the superior court, a finding of fact by the GLC chief executive

officer, whether specifically stated or affirmed by operation of law, shall only be

reversed if “it is against the weight of the evidence” and a conclusion of law “shall

not be set aside unless there is an error of law.” OCGA § 50-27-102(c)(5). “If

arbitrary and capricious action is alleged the court must determine whether a rational

basis exists for the decision made.” Atlanta Gas Light Co. v. Ga. Pub. Serv. Comm’n.,

212 Ga. App. 575, 580(2) (442 SE2d 860) (1994) (reviewing an administrative decision

of the Georgia Public Service Commission under the Administrative Procedure Act)

(citation and punctuation omitted).

25 Here, Singh argues that the superior court should have found that the hearing

officer’s “manifest disregard for COAM regulations renders her Final Award

arbitrary and capricious[.]” Our duty when reviewing a superior court’s order in an

administrative proceeding “is not to review whether the record supports the superior

court’s decision but whether the record supports the final decision of the

administrative body.” S&A 1488 Mgmt., 357 Ga. App. at 759 (citation and punctuation

omitted).

(c) Illegality and impossibility. Singh attempts to avoid his prima facie breach of

the settlement agreement by claiming that GLC RU 13.1.14(25), a regulation enacted

on July 21, 2016, almost two months after Singh and Ultra entered into their

settlement agreement on May 23, 2016, “made performance illegal and impossible,”

excusing the admitted nonperformance of his obligations under the settlement

agreement. We conclude that this claim lacks merit.

GLC RU 13.1.14(25) prohibits COAM licensees from conducting licensed

activity on behalf of another COAM licensee:

COAM licensed activity shall be performed by only a person or entity that holds a valid COAM license for that activity. Except as provided in this subsection, a COAM license holder shall not allow any other person

26 or entity to perform licensed activity for or on behalf of such COAM license holder. A person or entity that holds a valid COAM license shall not conduct COAM licensed activity for or on behalf of another COAM license holder. COAM licensed activity shall mean: facilitating or managing the placement of COAMs between or among COAM licensees or prospective COAM license applicants; operating COAMs; ... or similar activities.

Singh first argues that the hearing officer in this action “manifestly

disregarded” his argument regarding the impact of GLC RU 13.1.14(25) on the

settlement agreement. The record belies this assertion.

As Singh points out, to meet the “manifest disregard for the law” standard for

vacating an arbitration award under OCGA § 9-9-13(b)(5), the arbitrator “must be

conscious of the law and deliberately ignore it.” See Lang Enters. Ltd. v. Alcue Props.

& Interiors, 368 Ga. App. 88, 89-90(1) (889 SE2d 210) (2023) (citation and

punctuation omitted). There must be “clear evidence of the arbitrator’s intent to

purposefully disregard the law[.]” Id. at 90(1) (citation and punctuation omitted). The

burden of showing a manifest disregard of the law is on the party seeking to vacate the

award. See Berger v. Welsh, 326 Ga. App. 290, 296(3) (756 SE2d 545) (2014); accord

Gainesville Mech. v. Air Data, 350 Ga. App. 614 (829 SE2d 838) (2019).

27 Here, the hearing officer directly addressed Singh’s COAM regulation

argument, stating in her final award that GLC RU 13.1.14(25) “is inapposite” because

Singh could have lawfully complied with his agreement obligation despite the

subsequent enactment of the regulation. Singh has failed to demonstrate that the

hearing officer deliberately ignored the regulation. See Lang Enters., 368 Ga. App. at

89-90(1). Moreover, as discussed more fully below, we find that the record evidence

supports the hearing officer’s conclusion.

In Georgia, a contract to do an illegal thing is void. But a contract does not fall within this principle unless its object or purpose is illegal. The prohibition does not apply where the object of the contract is not illegal or against public policy, but where the illegality is only collateral or remotely connected to the contract.

Five Star Athlete Mgmt. v. Davis, 355 Ga. App. 774, 776(1) (845 SE2d 754) (2020)

(citation and punctuation omitted). “The rule that an agreement in violation of law

is invalid does not always apply where the existence of the thing in question is due to

a violation of law only in the sense that incidentally some law was violated in its

production,” where the agreement may have been created without the violation.

28 Shannondoah, Inc. v. Smith, 140 Ga. App. 200, 202 (230 SE2d 351) (1976) (citation

and punctuation omitted).

In this case, it is undisputed that the settlement agreement was for a legal

purpose. In exchange for Ultra dismissing its claims against Singh in a prior lawsuit,

Singh agreed to provide COAM location contracts at four locations, including two

identified and two unidentified locations. In fact, Singh admits that “when entered,

the [s]ettlement [a]greement was not illegal and performance was not impossible.”

Rather, he argues that the subsequent enactment of GLC RU 13.1.14(25) made his

performance under the settlement agreement illegal and impossible. We thus turn to

that argument.

(i) Identified locations. Contrary to Singh’s assertion, GLC RU 13.1.14(25) has

no bearing on the 1317 Columbia Drive location. The parties entered into the

settlement agreement on May 23, 2016, and the contract for this location was to be

provided within 30 days, which would have been June 22, 2016. GLC RU 13.1.14(25)

was enacted on July 21, 2016, nearly 60 days after Singh entered into the May 23, 2016

settlement agreement and 30 days after Singh had already breached the settlement

agreement by failing to provide a COAM contract for this identified location.

29 “Laws prescribe only for the future; they cannot impair the obligation of

contracts nor, ordinarily, have a retrospective operation.” OCGA § 1-3-5. See also

Bryant v. PMC Cap., Inc., 244 Ga. App. 313, 315(1) (535 SE2d 319) (2000) (holding

that a subsequently enacted administrative regulation could not affect the parties’

rights in a validly entered contract). The later enacted GLC RU 13.1.14(25) cannot be

used as a defense to a claim under the settlement agreement with respect to the 1317

Columbia Drive location, and the hearing officer did not err in finding that the rule did

not make Singh’s obligation under the settlement agreement illegal or impossible with

respect to this identified location.18 See Bryant, 244 Ga. App. at 315(1).

Moreover, even if GLC RU 13.1.14(25) would have made the settlement

agreement illegal with respect to the 1317 Columbia Drive location, the subsequent

implementation of the rule did not impact that location in particular because “[a]

party cannot by [his] own act place [himself] in a position that renders [him] unable

to perform, then plead that this inability to perform provides an excuse for

18 Singh makes no claim in this appeal with respect to the 6201 Memorial Drive location, presumably because the hearing officer ruled against Ultra as to that identified location. However, we conclude, as stated previously in footnote 17, that the same analysis applies to the Memorial Drive location identified in the settlement agreement. 30 nonperformance.” Ambrosio v. Giordano, 358 Ga. App. 764, 769(3) (856 SE2d 349)

(2021) (citation omitted). The record shows that Singh sold the 1317 Columbia Drive

location on May 30, 2016, just seven days after he executed the settlement agreement.

And, contrary to Singh’s assertion that no evidence supported the hearing officer’s

finding that he had a COAM license at the time he sold the retail business at that

location, Singh himself testified that he was “sure” there were COAMs in the store

when he sold it, and he was “sure” he would have had a COAM location license

because COAMs were present. In addition, location licensee finance reports from the

Georgia Lottery Commission verified that COAM activity took place at the Columbia

Drive location from the date of the settlement agreement on May 23, 2016, through

August 14, 2016. Accordingly, the record supports the hearing officer’s conclusion

that, with respect to the Columbia Drive location, Singh “had the legal ability to

provide Ultra with an 8-year contract as required by the [settlement] [a]greement until

[Singh] voluntarily chose to sell [his] retail business at 1317 Columbia Drive.” We

affirm the hearing officer’s conclusion, affirmed by the superior court, that Singh

breached the settlement agreement with respect to the Columbia Drive location.

31 (ii) Unidentified locations. With respect to the two unidentified locations that

Singh agreed to provide within 12 months of the settlement agreement, we agree with

the superior court’s determination that substantial evidence in the record supported

the hearing officer’s conclusion that the subsequent enactment of GLC RU

13.1.14(25) did not make Singh’s performance under the agreement illegal and

impossible as to these locations.

First and foremost, this portion of the settlement agreement specifically noted

that if Singh failed to provide the two unidentified locations within 12 months, Ultra

would be entitled to a $200,000 judgment. Accordingly, even if it would have been

illegal for Singh to provide the two unidentified locations, nothing in the regulation

barred him from complying with the settlement agreement by paying Ultra the

$200,000 alternative option. See Grayhawk Homes v. Addison, 355 Ga. App. 612,

616(2) (845 SE2d 356) (2020) (recognizing that “where [an] agreement is founded on

a legal consideration containing a promise to do several things or to refrain from doing

several things, and only some of the promises are illegal, the promises which are not

illegal will be held to be valid”) (citation and punctuation omitted). There is no

dispute that this was not done.

32 In addition, as mentioned previously, a party cannot plead an inability to

perform if his own actions caused him to be unable to perform. Ambrosio, 358 Ga. App.

at 769(3). The record shows that at the time of the settlement agreement, Singh was

the landlord or owned retail stores with COAMs, during which time he could have

performed his obligations under the settlement agreement; however, he made a

conscious, deliberate decision to sell these locations and shift his business focus away

from operating location licensees to operating master licenses. According to Singh,

“[w]e were in the retail business long enough. [It was] time to move up in the line.”

The record supports the hearing officer’s findings that Singh made a unilateral choice

“because he simply wanted out of the retail business side of convenience stores[,]”

and he “could have lawfully complied with [his] obligation to provide for two

additional 8-year contracts by acquiring businesses and location licenses at two

additional locations” but “simply chose not to do so.” We conclude that evidence

supported the hearing officer’s determination that Singh owed Ultra $200,000 based

on his nonperformance of this portion of the settlement agreement.

33 In an attempt to circumvent the fact that GLC RU 13.1.14(25) did not make the

settlement agreement illegal or impossible, Singh argues that the hearing officer also

manifestly disregarded GLC RU 13.1.13(10). That regulation provides as follows:

Beginning on July 1, 2013, no person, or immediate family member of a person, with or applying for a [l]ocation [o]wner’s or [l]ocation [o]perator’s license shall have an interest in any person, or immediate family member of a person, with a [m]aster [l]icense, or doing business as a [d]istributor, or [m]anufacturer in this state.

According to Singh, the hearing officer “irrationally found” that he could have

satisfied his contractual obligations by acquiring businesses and location licenses at

two additional locations because GLC RU 13.1.13(10) required him to divest his

COAM location interests “after his wife became a [m]aster [l]icensee.” This

argument also fails for a number of reasons.

First, as stated above, Singh had the option under the settlement agreement of

paying Ultra $200,000 instead of providing contracts at two unspecified locations.

This option survived any purported illegality under GLC RU 13.1.13(10) regarding

Singh’s ability to provide the two unidentified locations due to his wife becoming a

master licensee.

34 Second, Singh acknowledges in his appellate brief that “[n]o testimony or

evidence established when [his] COAM licenses were divested, or under whose name

the COAMs operated.” In addition, Singh does not point to any evidence in the

record indicating when his wife obtained her master license. In fact, the superior

court’s order notes, “It is unclear to this [c]ourt exactly when Singh’s wife became

a master licensee[.]” If Singh desired to use GLC RU 13.1.13(10) as a defense in this

breach of contract action, it was his responsibility to provide evidence that the defense

applied. See OCGA § 9-11-8(c) (delineating illegality as an affirmative defense); Gower

v. Ozmer, 55 Ga. App. 81, 84 (189 SE 540) (1936) (“The burden is on the party

attacking the legality of a contract, or a portion thereof, to show that it is illegal.”). His

failure to do so deprives him of the ability to argue that the hearing officer manifestly

disregarded this defense.

Third, it is well settled that “impossibility which is personal to the promisor

and does not inhere in the nature of the act to be performed, does not excuse

nonperformance of a contractual obligation.” Bright v. Stubbs Props., 133 Ga. App. 166,

167 (210 SE2d 379) (1974) (citation and punctuation omitted). Indeed, “[t]he inability

to control the actions of a third person whose consent or cooperation is needed for the

35 performance of an undertaking is ordinarily not to be regarded as an impossibility

avoiding the obligation.” Id. (citation and punctuation omitted). Here, Singh

acknowledged that it was a “family decision” to transition from landlords and owners

of businesses with COAM location licenses into the master license business. Singh’s

wife could have chosen not to apply for a master license, or she could have given up

her master license, to avoid any purported illegality associated with compliance with

the settlement agreement, but Singh and his wife chose not to comply, creating the

condition he now claims makes the settlement agreement illegal. Singh’s inability to

acquire businesses at two additional locations due to personal reasons does not render

his performance under the settlement agreement illegal or impossible, and it does not

excuse the nonperformance of his contractual obligation under the settlement

agreement. See Bright, 133 Ga. App. at 167; see also Ambrosio, 358 Ga. App. at 769(3).

In short, the evidence supports the hearing officer’s conclusion that

performance of the settlement agreement was not made illegal or impossible due to

GLC RU 13.1.14(25), and Singh failed to demonstrate that GLC RU 13.1.13(10) made

performance of the settlement agreement illegal or impossible. The superior court,

therefore, did not err in affirming the hearing officer’s conclusion that Singh breached

36 the settlement agreement with respect to the Columbia Drive and unidentified

locations.

(d) Reformation. Singh argues that the enactment of GLC RU 13.1.14(25)

required that the parties’ settlement agreement be reformed to comport with the new

regulation. We disagree.

It is well settled that

parties who contract with respect to a regulated industry or enterprise enter those contracts subject to further, reasonable regulation; when the subject of the contract is regulated, this fact controls, to some extent, the parties’ reasonable expectations under the contract ... [and] such parties are presumed to contract with the knowledge that, regardless of the terms they agree to, subsequent reasonable regulation might require them to amend one or more of those terms.

All Star, Inc. v. Ga. Atlanta Amusements, LLC, 332 Ga. App. 1, 9 (770 SE2d 22) (2015)

(applying the rule to the COAM industry) (citations omitted). “[W]here further

regulation of an already regulated industry impacts private contracts, the parties to

those contracts [generally] will be required to adjust their contracts to the new

regulation[.]” Id. at 12.

37 Although the COAM industry is heavily regulated, the enactment of GLC RU

13.1.14(25) did not require Singh or Ultra to reform their settlement agreement

because the new regulation did not conflict with any of the agreement’s terms or, as

we concluded above, cause performance under the agreement to become illegal or

impossible. Indeed, the regulation change did not impact the terms of the settlement

agreement or substantially impair the parties’ contractual rights. See All Star, 332 Ga.

App. at 13. And it certainly did not, as asserted by Singh, require Ultra to engage in

any “effort to renegotiate the [s]ettlement [a]greement.” Because there was no

requirement that the settlement agreement be amended or modified to comply with

the new COAM regulation, Singh’s argument fails.

6. Singh asserts that the award of $118,600 in attorney fees and expenses to

Ultra, as affirmed by the GLC chief executive officer and the superior court, is

arbitrary, capricious, and clearly erroneous. We again find no error.

(a) Singh first argues that awarding attorney fees as a lump sum is not permitted

under Georgia law. He bases this argument on the fact that Ultra only prevailed below

on three of its four claims, and “fees awarded under OCGA § 13-6-11 [must] be

attributable solely to the claims on which [the party] prevailed.” See Roberts v. JP

38 Morgan Chase Bank, Nat’l Ass’n, 342 Ga. App. 73, 80(5) (802 SE2d 880) (2017).

According to Singh, the hearing officer violated this requirement “[b]y awarding a

non-apportioned sum under an erroneous theory of bad faith[.]” This claim fails.

Singh’s argument ignores the well-settled exception to the fee apportionment

rule: If the party’s successful and unsuccessful claims are “intertwined,” the party is

not required to allocate its hours between the successful and unsuccessful claims.

Krayev v. Johnson, 327 Ga. App. 213, 223(3) (757 SE2d 872) (2014). Here, the hearing

officer made the specific finding that allocation by claim was not required:

[Ultra]’s claim for breach of contract involving the two specified locations and the two unspecified locations involve the same factual issues and the same legal issues as [Singh’s] defenses. Although this [h]earing [o]fficer failed to find that [Ultra] could not prevail on its damage claim based on [Singh’s] failure to deliver 6201 Memorial Drive,[19] nevertheless, this [f]inal [o]rder finds and concludes that (1) [Singh] entered into the [s]ettlement [a]greement in bad faith, (2) [Singh] breached the [a]greement, (3) [Singh] caused harm to [Ultra], and (4) [Singh’s] affirmative defenses are expressly denied. An allocation of fees is not required.

19 This is a finding which we reverse in Case Nos. A26A0307 and A26A0337. 39 We conclude that the hearing officer’s award of attorney fees and expenses to Ultra

based on Singh’s overall breach of the settlement agreement is proper in this action

where Ultra filed a single breach of contract action based on a single agreement, even

though Ultra only prevailed below on three of the four locations discussed in the

(b) Singh next asserts that the award of fees is erroneous because the evidence

does not show that he acted in bad faith in entering the settlement agreement.

However, the hearing officer’s conclusion that “Singh’s dishonesty induced Ultra to

dismiss its lawsuit and [Singh] had no intention of fulfilling all [his] obligations under

the [s]ettlement [a]greement” is amply supported by the evidence. The hearing officer

specifically detailed the evidence supporting her finding of bad faith, which included

the following:

Singh knew he was not the current owner of the business located at 6201 Memorial Drive when he contracted to give Ultra an 8-year contract at that location. The transcript of the [s]ettlement [a]greement showed that Judge Hutchinson specifically asked Singh if he was agreeing “to it both on your own behalf as well as on behalf of the other listed corporate defendants” to which Singh replied “Yes.” See transcript of May 23, 2016. The evidence in the record also supports the finding that at the time Singh made the [a]greement, Singh had no intention of continuing

40 to work in the retail business and would therefore never be in a position to deliver on the two unspecified locations without being in the retail business or relying on others who were not in privity of contract with Ultra (or Singh). Finally, Singh knew he was under an obligation to provide for a[n] 8-year contract at 1317 Columbia Drive but intentionally sold that business days after the Agreement was reached.

These facts were taken from the record in the case. In addition, each fact relates to

acts that occurred during the underlying transaction from which the breach of contract

claim arises rather than during litigation. See Fertility Tech. Res. v. Lifetek Med., 282

Ga. App. 148, 153(3) (637 SE2d 844) (2006) (holding that “the element of bad faith

[under OCGA § 13-6-11] relates to the defendant’s conduct in entering into the

contract or pertains to the transaction and dealings out of which the cause of action

arose, not to the defendant’s conduct after the cause of action arose”) (citation and

punctuation omitted). Accordingly, the record supports the hearing officer’s finding

that Singh acted in bad faith to induce Ultra to agree to the settlement agreement and

drop its lawsuit against him.

(c) Singh next argues that OCGA § 13-6-11 fees were not authorized in this

action because “[a] genuine dispute exists regarding the effect of changes in the

COAM laws, rules, and regulations.” We disagree and find that the case cited by

41 Singh in his appellate brief is dispositive: “When bad faith is not an issue and the only

asserted basis for a recovery of attorney fees is either stubborn litigiousness or the

causing of unnecessary trouble and expense, there is not ‘any evidence’ to support an

award pursuant to OCGA § 13-6-11 if a bona fide controversy clearly exists between

the parties.” Fuel S. v. Metz, 217 Ga. App. 731, 732-33(1) (458 SE2d 904) (1995)

(citations and punctuation omitted). Here, bad faith is an issue, and Singh does not

point to any authority where a change in the law disallows an award pursuant to

OCGA § 13-6-11 when bad faith is involved. Moreover, as we found in Division 5 of

this opinion, the COAM rule change did not affect Singh’s ability to perform his

obligations under the settlement agreement. Singh’s argument regarding a genuine

dispute lacks merit.

(d) Singh asserts that “[t]he disparity between the amount of damages

demanded by [Ultra] and the amount awarded defeats [Ultra’s] request for attorneys’

fees and expenses.”20 This argument likewise lacks merit.

20 Ultra demanded approximately $1,770,655.19 in damages for the value of the settlement agreement: $793,471.87 for the 1317 Columbia Drive location that should have been provided, $777,183.32 for the 6201 Memorial Drive location that should have been provided, and $200,000 for failure to deliver the two unspecified locations. The hearing officer only awarded Ultra $300,000 on its breach of contract claim because it erroneously concluded that Ultra was not entitled to any amount for the 42 Although Singh cites a case holding that a “[g]reat disparity between demand

and verdict alone may defeat an award of attorney fees ... when bottomed on a

stubbornly litigious theory[,]” Gen. Refractories Co. v. Rogers, 240 Ga. 228, 235(2) (239

SE2d 795) (1977), Singh has not presented any case law demonstrating that the same

principle applies when bad faith is at issue. In fact, our case law indicates that the

opposite is true. In Ga.-Carolina Brick & Tile Co. v. Brown, 153 Ga. App. 747,

752(2)(B) (266 SE2d 531) (1980), this Court specifically found “no such restrictions

on the award of attorney fees and expenses of litigation for bad faith.” In Brown, we

held that “since the evidence authorized a finding of bad faith on the part of the

appellant, the jury was authorized to award attorney fees ... even though it awarded

less in damages than the plaintiff had claimed.” Id. While recognizing the holding in

Rogers, we found no inconsistency because the Supreme Court in Rogers held as a

matter of law that there was no bad faith to justify an attorney fee award; the award in

that case was based on stubborn litigiousness and not bad faith. Id. at 752-53(2)(B).

While Singh attempts to distinguish Brown on the basis that it involved actual fraud

6201 Memorial Drive location, was entitled to only $200,000 under the settlement agreement for the two unspecified locations, and only proved nominal damages for the 1317 Columbia Drive location. 43 in a tort action, we find that the analysis applies equally as well in this case. Contrary

to Singh’s contention, his actions were not necessitated by compliance with GLC

rules; many of his actions, in fact, occurred prior to the enactment of GLC RU

13.1.14(25). Singh’s argument therefore lacks merit.

(e) We further find that Singh has abandoned his three-sentence assertion,

devoid of any supporting authority, that the hearing officer committed a procedural

error and demonstrated bias by accepting Ultra’s fee statement minutes before the

hearing. “In this regard, we have held that an argument is abandoned if it provides

general citations to the ‘most basic legal authority’ without providing any legal

authority or argument related to the specific facts of [the] case.” In the Interest of K.

R., 367 Ga. App. 668, 677-78(2)(b) (888 SE2d 204) (2023). Legal analysis “is, at a

minimum, a discussion of the appropriate law as applied to the relevant facts.” Gresham

v. Harris, 349 Ga. App. 134, 138(1) n. 9 (825 SE2d 516) (2019) (citation and

punctuation omitted). And “mere conclusory statements are not the type of

meaningful argument contemplated by our rules.” PraultShell, Inc. v. River City Bank,

366 Ga. App. 70, 80(2) (880 SE2d 616) (2022) (citation and punctuation omitted).

44 Pretermitting whether Singh raised this issue below,21 he has failed to provide a single

decision supporting his argument. We therefore deem it abandoned.

In short, in Case Number A26A0416, we conclude that evidence supported the

hearing officer’s findings that the enactment of GLC RU 13.1.14(25) after the

settlement agreement was entered into did not cause the settlement agreement to

become illegal and impossible or require the agreement to be reformed. We further

conclude that evidence supported the hearing officer’s award of attorney fees and

expenses to Ultra. We therefore affirm the superior court’s affirmance of the hearing

officer’s decisions in this appeal.

Judgment affirmed in part; reversed in part; and remanded with direction in Case

Nos. A26A0307 and A26A0337; judgment affirmed in Case No. A26A0416. Barnes, P.

J., and Markle, J., concur.

21 The record shows that Singh did not object to Ultra’s introduction of its billing records into evidence. 45