Dean

INTRODUCTION

In 2007, Kirk Dean (Dean) and his wife Regina Bush-Dean (collectively, the Deans), along with their friend George Tillis (Tillis), purchased the client list and other assets from a residential pool maintenance company called Great American Pool Care, LLC (Great American). To finance the

transaction, the Deans and Tillis borrowed $560,0001 from Great American. Financial challenges beset the enterprise and neither the Deans, nor Tillis, could make payments on the note. While unable to pay off on time what he thought was his share, Dean continued to make payments for years after the 2010 loan maturity date. Then in 2017, after sending Great American a payoff demand, and determining the parties disagreed on the amount owed, Dean sued the company for declaratory relief. Great American countersued for declaratory relief and breach of contract. The trial court found that the Deans owed Great American $560,000 plus interest (less any payments) because the loan

obligation was joint and several with Tillis,2 the loan agreement was orally modified, and estoppel rules prevented Dean from denying a loan modification occurred.

1 The entire cost for the assets was $660,000.…