ROBERT E. HARDY, II v. BERNARD H. BRONNER

── ROBERT E. HARDY, II v. BERNARD H. BRONNER ── Court: Court of Appeals of Georgia Date: May 18, 2026 Category: General FOURTH DIVISION MCFADDEN, P. J., WATKINS and PADGETT, 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 May 18, 2026 In the Court of Appeals of Georgia A26A0679, A26A0680. BRONNER et al. v. HARDY et al.; and vice versa. WATKINS, Judge. This appeal concerns a dispute between business partners Robert Hardy and William Packer on the one hand (collectively, the “defendants,”) and Bernard Bronner on the other. All three are shareholders in Rainforest Production Holdings, Inc. For the reasons discussed below, we conclude that neither Bronner, in his appeal from the final judgment and subsequent denial of his motion for judgment notwithstanding the verdict, nor the defendants, in their cross-appeal from a pretrial order denying their motion to enforce a settlement agreement, have established that the trial court committed reversible error. Consequently, we affirm.  Viewed in the light most favorable to the verdict,1 the record shows that Rainforest, a film production company, was founded in 1996 by Hardy and Packer. Bronner became involved several years later when he invested in the company. Over time, disputes arose regarding repayment of Bronner’s and other investors’ funds. In 2010, the parties executed a “Reconciliation Agreement” to address those concerns. Rainforest was dissolved four years later, in 2014, at which point Bronner owned 30.8 percent of the company’s shares, Hardy owned 32.1 percent, Packer owned 31.5 percent, and 14 others owned the remaining shares. Bronner later filed suit against Hardy, Packer, and, nominally, Rainforest itself, raising direct and derivative claims as a shareholder of the company. One of Bronner’s claims was a shareholder derivative claim for breach of contract based on Section 2.3 of the Reconciliation Agreement, which described how Rainforest would be compensated when Hardy and Packer worked on projects for outside entities.2 As relevant to this appeal, Bronner alleged that Packer’s work on 1 See Fassnacht v. Moler, 358 Ga. App. 463 (855 SE2d 692) (2021). 2 Section 2.3 provides: Compensation for Single Contractor Core Business Projects. With respect to any Core Business Project with a third party for which (1) the personal services of only one of Hardy or Packer are contracted on an 2 three movies — Think Like a Man, Ride Along, and About Last Night — fit within the individual basis (as opposed to the services of Rainforest Films or another Rainforest Productions operating entity per se) for the project (such contracted individual referred to herein as the “Contractor”), (2) the other individual is not so contracted or is engaged and paid on a separate basis for personal services that are not part of the Core Business of Rainforest Productions, and (3) the name or assets of Rainforest Films or another Rainforest Productions operating entity are nonetheless to be used in the project (each such project, a “Single Contractor Project”), any compensation in connection with such Single Contractor Project shall be allocated and paid in the following manner: (a) Any compensation that is a “front-end payment” with respect to such project, regardless of the time the payment is actually delivered, shall be allocated such that fifty percent (50%) is paid directly to Rainforest Films, and fifty percent (50%) is paid directly to the Contractor or his personal holding company or other designee; and (b) An