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Carnett's Props., LLC v. JoWayne, LLC

Court of Appeals of Georgia

March 19, 2015

CARNETT'S PROPERTIES, LLC
v.
JOWAYNE, LLC

Contract. Pike Superior Court. Before Judge Sams.

Thompson, Sweeny, Kinsinger & Pereira, V. Lee Thompson, Jr., Frank Hartley, Sarah T. Chamberlin, for appellant.

Freeman, Mathis & Gary, Michelle Y. Terry, for appellee.

OPINION

Page 6

Doyle, Presiding Judge.

Carnett's Properties, LLC, (" Carnett" ) filed the instant action for breach of contract and declaration of a special lien, alleging that JoWayne, LLC, (" JoWayne" ) failed to pay sums due under a maintenance agreement related to storm water runoff and water detention needs of the two entities' property. After the parties filed dueling motions for summary judgment, the trial court granted JoWayne's motion, finding that JoWayne was not liable under the contract for the sums in question. Carnett appeals, arguing that the trial court erred by finding that the maintenance agreement did not contemplate that JoWayne would be liable for construction of an additional detention pond. For the reasons that follow, we reverse and remand for further proceedings.

To prevail on a motion for summary judgment, the moving party must demonstrate that there is no genuine issue of material fact and that the undisputed facts warrant judgment as a matter of law. We review the evidence and record de novo, construing all reasonable conclusions and inferences in favor of the nonmovant.[1]

The construction of a contract is a question of law for the court. This Court construes contracts so as to give them the meaning which will best carry out the intent of the parties. [331 Ga.App. 293] In doing this, we must look at the instrument as a whole and consider it in light of all the surrounding circumstances. Thus, the favored construction will be that which gives meaning and effect to all the terms of the contract over that which nullifies and renders meaningless a part of the document. If the trial court determines that the language is clear and unambiguous, the court simply enforces the contract according to its clear terms; the contract alone is looked to for its meaning.[2]

So viewed, the evidence shows that in October 2002, Carnett sold to JoWayne (which operates a daycare center) a parcel of approximately 1.69 acres of its 13.85-acre property, and at that time, the parties executed a " Declaration of Joint Easement and Joint Maintenance Agreement" (" the Agreement" ). In the Agreement, Carnett provided JoWayne with a drainage easement over the property it retained after the sale, and JoWayne agreed to pay 12 percent of costs associated with the maintenance, upkeep, redesign, or improvement of the detention facility serving the total 13.85 acres of Carnett's original property.

Over the next few years, Carnett sold off additional portions of the remaining acres, entering into similar easements and agreements with those new property owners. Because of various regulations, Carnett added a detention pond to the property in order to service all of the various property owners of the 13.85 acres. The cost of this expansion was $237,442 of which 12 percent totaled $28,493.04. Carnett invoiced JoWayne for the 12 percent, but JoWayne refused to pay, contending that the agreement did not encompass the construction of a new detention pond into which its drainage did not flow.

Carnett brought suit claiming breach of contract, and the parties filed cross-motions for summary judgment. The trial court granted summary judgment to JoWayne finding that the Agreement did not contemplate the construction of a new, separate detention pond. The trial court also found that the Agreement only referred to " the Detention Facility," such that the plain language concluded that JoWayne was liable only for 12 percent of the sums related to the maintenance and upkeep of the then-existing detention pond and not a newly constructed detention pond.

Page 7

[331 Ga.App. 294] Carnett argues on appeal that the trial court erred by ruling that the contract does not contemplate the construction of additional detention ponds.

The cardinal rule of contract construction is to ascertain the intention of the parties. If the terms of a contract are plain and unambiguous, the contractual terms alone determine the parties' intent. A dictionary can supply the plain and ordinary meaning of a term, but a dictionary does not always provide a complete answer. If a term used in a contract is of uncertain meaning and may be fairly understood in more ways than one, it is ambiguous, and we apply the rules of contract construction ...

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