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Cook Pecan Co., Inc. v. McDaniel

Court of Appeals of Georgia, Second Division

January 30, 2018

COOK PECAN COMPANY, INC.
v.
MCDANIEL.

          MILLER, P. J., DOYLE, P. J., and REESE, J.

          REESE, JUDGE.

         Cook Pecan Company, Inc. ("Cook Pecan") filed suit against William McDaniel, alleging by amended complaint that McDaniel had signed a contract agreeing to enter into a lease agreement with Cook Pecan to allow Cook Pecan to harvest pecans on property that McDaniel was purchasing. Cook Pecan asserted that McDaniel failed to execute the lease agreement and sought equitable relief on various grounds, including that McDaniel was unjustly enriched after he harvested the pecan crop that Cook Pecan had fertilized and cultivated. Cook Pecan appeals from the grant of summary judgment in favor of McDaniel. For the reasons set forth, infra, we affirm.

         We have previously reviewed this case on appeal from a summary-judgment ruling, and our prior opinion (Cook Pecan I) sets forth many of the facts relevant to the instant appeal.[1] But by way of review (and viewing the evidence in the light most favorable to Cook Pecan, the nonmoving party), [2] the evidence shows the following:

Cook Pecan, owned by Mark Cook, farms and harvests pecan crops from lands leased to the company but owned by other entities. In the summer of 2012, McDaniel agreed to purchase a 20-plus-acre pecan orchard from Sara Pyles. Upon learning of the impending sale, Cook informed McDaniel and Pyles that Cook had an agreement with Pyles' deceased husband to harvest the crops on the property. On July 31, 2012, Cook, McDaniel, and Pyles executed a written agreement providing that, upon acquiring the property, McDaniel would sign a lease agreement with Cook that would allow Cook Pecan to maintain and harvest the crops on the property through the end of 2012. Cook Pecan did not harvest the pecan crop prior to December 31, 2012. On January 3, 2013, McDaniel sent a letter to Cook Pecan informing the company that the lease agreement expired. McDaniel subsequently harvested the pecans on his property from January 7 to January 23, 2013.[3]

          Specifically, the July 31, 2012 contract, signed by Pyles, McDaniel, and Mark Cook, provided:

A. Bill McDaniel will purchase the 20 acre pecan orchard owned by Sara Pyles which is currently being maintained by Cook Pecan Company.
B. At the time of closing, Bill McDaniel will sign a lease agreement with Mr. Cook that allows Cook Pecan Company to continue with the maintenance and harvesting of the pecans through the end of 2012. The terms of the lease will require that the orchard be maintained using good husbandry practices and properly fertilized, watered, pruned and sprayed in accordance with recommended pecan maintenance practices. Cook Pecan Company['s] share of proceeds will be 75% and orchard owner['s] share will be 25%.

         When McDaniel refused to allow Cook Pecan to harvest the crops after December 31, 2012, Cook Pecan sued for breach of contract, later amending its complaint to seek equitable relief. In June 2015, the trial court granted summary judgment in favor of McDaniel, finding that "[t]he phrase 'through the end of 2012' [was] capable of only one meaning: the contract expired on December 31, 2012."[4] Because Cook Pecan failed to harvest the pecans prior to that date and there was no evidence of any subsequent agreements to extend the date, the trial court concluded that McDaniel was entitled to judgment as a matter of law.

         In Cook Pecan I, we affirmed as to Cook Pecan's breach-of-contract claim, stating: "Assuming without deciding that the agreement to enter a future leasing agreement is enforceable, any contractual right that Cook Pecan had to harvest the crops on McDaniel's property expired on December 31, 2012."[5] In light of the absence of a clear ruling on whether there was ever a valid contract between the parties and noting that a claim of unjust enrichment would lie only if there was no legal contract, we remanded for the trial court to address Cook Pecan's equitable claims.[6]

         On remand, the trial court granted summary judgment in favor of McDaniel on all of Cook Pecan's remaining claims in its complaint, as amended. The trial court explicitly found that the July 31, 2012 contract was enforceable and was "legally identical" to the contract before the Supreme Court of Georgia in Newman v. Newman.[7] The court noted that, because the parties had a legal, enforceable contract, Cook Pecan was precluded as a matter of law from recovering under the equitable theories of unjust enrichment, quantum meruit, and money had and received.

         Further, the trial court found that the "stranger doctrine" defeated Cook Pecan's claim for tortious interference with business relations because the claim was directly related to its contractual relationship with McDaniel and to McDaniel's actions concerning the object of that contract, i.e., the pecans, after the contract expired. Alternatively, the court found that there was no evidence that McDaniel had acted wrongfully or with malicious intent, which is required to prevail on a tortious interference claim. Cook Pecan appeals these rulings.

         "On appeal from the grant of summary judgment, this Court conducts a de novo review of the evidence to determine whether there is a genuine issue of material fact and whether the undisputed facts, viewed in the light most favorable to the nonmoving party, warrant judgment as a matter of law."[8] With these guiding principles in mind, we turn now to Cook Pecan's specific claims of error.

         1. Cook Pecan argues that the trial court erred by concluding as a matter of law that the contract between the parties was legally enforceable. Specifically, it contends that the 140-word agreement simply referred to a forthcoming lease agreement and did not contain all of the terms and conditions typically found in commercial lease agreements.

         In Hewitt Associates, cited in Cook Pecan I, we held that "[u]nless an agreement is reached as to all terms and conditions and nothing is left to future negotiations, a contract to enter into a contract in the future is of no effect. Thus, an agreement to reach an agreement is a contradiction in terms and imposes no obligation on the parties thereto."[9] In that case, a company never signed an extension of a contract with its employee benefits plan administrator.[10] While it expressed a willingness to enter into an extension, there was no testimony ...


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