MELTON, CHIEF JUSTICE.
case stems from a dispute between James and Mary Hanham,
homeowners within the St. Marlo subdivision, and Access
Management Group L.P., the management agent for the St. Marlo
Homeowner's Association. In 2011, the Hanhams filed
claims for trespass, nuisance, negligence, invasion of
privacy and breach of contract against their neighbor Marie
Berthe-Narchet ("Narchet"), her landscaper
GreenMaster Landscaping Service, Inc., and Access Management
in response to a landscaping project on Narchet's
property that resulted in flooding to the Hanhams'
property and restricted their view of the golf course. During
a 2016 jury trial, Access Management moved for a directed
verdict on the negligence and breach of contract claims; the
trial court denied both motions. The jury subsequently found
in favor of the Hanhams, and Access Management appealed to
the Court of Appeals, alleging, among other things, that the
trial court erred in denying its motion for a directed
verdict as to the Hanhams' breach of contract claim. The
Court of Appeals agreed and reversed the jury's judgment
as to that claim. See Access Mgmt. Grp., L.P. v.
Hanham, 345 Ga.App. 130 (812 S.E.2d 509) (2018).
Thereafter, we granted certiorari to decide whether the Court
of Appeals erred in reversing the trial court's denial of
Access Management's motion for a directed verdict as to
the Hanhams' breach of contract claim. For the reasons
stated below, we conclude that the Court of Appeals'
decision was in error, and we, therefore, reverse the
judgment below as it pertains to the breach of contract
claim, vacate the final division of the Court of Appeals'
opinion, and remand the case to the Court of Appeals for
record shows that the residents of the St. Marlo neighborhood
in Forsyth County are governed by a Declaration of Covenants,
which authorized the St. Marlo Homeowner's Association to
delegate the management of its affairs to a third party.
Based upon that authority, the association hired Access
Management as the community management agent for the St.
management agreement between Access Management and St. Marlo
required that Access Management "[o]perate and maintain
the Development according to the highest standards achievable
consistent with the overall plan of the association or as
directed by the Board of Directors . . . ." Further, as
recounted by the Court of Appeals, though the management
agreement stated that Access Management's duties were
limited to the neighborhood's common areas, evidence at
trial established that Access Management, with the St.
Marlo's knowledge, went outside these responsibilities by
managing the homeowner application process for landscaping
modifications submitted to the association's
architectural control committee. These expanded
responsibilities included collecting project information,
reviewing it for compliance with the association's
architectural standards manual, and then forwarding the
application to the architectural committee for review and
approval. Access Mgmt. Grp., 345 Ga.App. at 131-132.
Narchet hired GreenMaster to build a retaining wall, plant
trees, and assist with a drainage issue in her backyard. She
submitted her application for architectural review to Access
Management in July 2012, and, despite the application's
failure to comply with the association's architectural
standards manual, the application was approved, and
GreenMaster began the work on Narchet's property. Shortly
after, the Hanhams complained to Access Management that the
modifications had channeled a large amount of water onto
their property and that the planted trees obstructed their
view of the golf course. Eventually, the Hanhams filed suit,
alleging that, as third-party beneficiaries, they were
injured by Access Management's breach of its contractual
duties under the management agreement. Id.
trial, Access Management moved for a directed verdict on all
of the Hanhams' claims. Relevant to this case is the
motion for directed verdict as to the breach of contract
claim. The trial court denied the motion, finding as follows:
There's -- the claim of breach of contract, this is a
claim -- this is a third party beneficiary claim, the
plaintiff's claim that they're third-party
beneficiaries to Access Management Group's contract with
St. Marlo in that the homeowners are to be protected by
enforcement of the -- of the standards. The same kind of
analysis with the negligence is that, you know, it's up
to the jury as to whether the standards were not complied
with. And the jury can say by virtue of Access Management,
you know, recommending that these -- that this be approved.
And approving this, that they are harmed in some way, again,
a breach of contract claim. So the -- the -- that is, motion
for directed verdict is denied as to the breach of contract
the jury returned a verdict for the plaintiffs, Access
Management appealed, arguing in pertinent part that the trial
court erred in denying its motion for directed verdict as to
the breach of contract claim. The Court of Appeals reversed
the trial court's order denying the motion, finding that
the Hanhams failed to present evidence that Access Management
breached the terms of the management agreement. Specifically,
the Court of Appeals held:
A breach of contract, however, only occurs where "a
contracting party repudiates or renounces liability under the
contract; fails to perform the engagement as specified in the
contract; or does some act that renders performance
impossible.") Cordell & Cordell, P.C. v.
Gao, 331 Ga.App. 522, 526 (4) (a) (771 S.E.2d 196)
(2015) ([Punctuation and] citation omitted). Here, it appears
the parties mutually agreed by course of conduct to extend
the responsibilities of Access Management beyond the scope of
the terms provided in the management agreement. It is the
deficient performance (or arguably, the non-performance) of
these non-contractual responsibilities that provides the only
actionable basis for the Hanhams' claims against Access
Management. Neither this, nor any, breach of contract
claim can be founded upon responsibilities not specified in
the contract. Thus, because the contract at issue fails
to provide a basis for liability, the trial court should have
granted Access Management's directed verdict on the
breach of contract claim.
(Emphasis added.) Id. at 132 (1) (a). We granted the
petition for certiorari to review that holding and now
reverse this portion of the decision of the Court of Appeals.
Generally speaking, "[t]he terms of a written contract
may be modified or changed by a subsequent parol agreement
between the parties, where such agreement is founded on
sufficient consideration." (Punctuation omitted.)
Vasche v. Habersham Marina, 209 Ga.App. 263, 265 (2)
(433 S.E.2d 671) (1993), citing American Century Mtg.
Investors v. Bankamerica Realty Investors, 246 Ga. 39
(2) (268 S.E.2d 609) (1980). Such parol agreements between
parties can be evidenced either through the parties'
course of conduct, see Albany Fed. Sav. & Loan
Ass'n v. Henderson, 200 Ga. 79, 81 (7) (36 S.E.2d
330) (1945), or through oral modifications, see Reynolds
v. CB&T, 342 Ga.App. 866, 868 (1) (805 S.E.2d 472)
(2017) ("[o]ral modification of a written contract . . .
may be effective 'where a modification of the written
contract has been agreed to by all parties'"
(citation omitted)). Applicable here is a course of conduct
modification. And, contrary to the Court of Appeals'
conclusion, parties may modify a contract through course of
conduct, and such modifications are prohibited only where the
law or contract  specifically states otherwise. See
Simonton v. Liverpool, London & Globe Ins. Co.,
51 Ga. 76, 80 (1) (1874) (noting that, at common law,
"[a] written contract not required by law to be in
writing might always be, subsequent to its making, altered or
modified by a new parol contract based on a
the Court of Appeals' analysis should have ended with the
conclusion that Access Management and St. Marlo
"mutually agreed by course of conduct" to modify
the terms of the management agreement, and the modification
was not prohibited by the law or the contract itself.
Instead, the Court of Appeals erroneously relied upon its own
case law concerning the elements of breach of contract - that
"'[a] breach [of contract] occurs if a contracting
party . . . fails to perform the engagement as specified
in the contract'" - to effectively hold that no
breach of contract could ever be founded where the
responsibilities were not specified in the written
contract, notwithstanding course of conduct modifications of
that contract. (Emphasis added.) Cordell & Cordell,
P.C. v. Gao, 331 Ga.App. 522, 526 (4) (a) (771 S.E.2d
196) (2015), quoting Inland Atlantic Old Nat. Phase I v.
6425 Old Nat., 329 Ga.App. 671, 677 (3) (766 S.E.2d 86)
(2014)). In other words, the Court of Appeals read its own
case law to effectively prohibit course of conduct
modifications. However, such a prohibition is only applicable
in specific situations, such as those involving a written
contract between private parties and the State, which is
subject to the constitutional provisions of sovereign
immunity. See Georgia Dep't of Labor v. RTT
Assocs., Inc., 299 Ga. 78, 82 (786 S.E.2d 840) (2016).
Cornelius v. Nuvell Fin. Servs. Corp., 256 Ga.App.
171, 172 (1) (568 S.E.2d 82) (2002). Here, the Court of
Appeals added "as specified in the contract," which
is an extra element not required by Georgia law for parties
other than the State. Cooley v. Moss, 123 Ga. 707
(1) (51 SE 625) (1905) ("[a] breach of contract may
arise in any one of three ways, namely, by renunciation of
liability under the contract, by failure to perform the
engagement, or by doing something which renders performance
impossible") (Citation omitted). Based on the foregoing,
the Court of Appeals' legal analysis was in error and, as
such, must be reversed. Moreover, to the extent that this
analysis has been employed by the Court of Appeals to support
the conclusion that private parties may never modify a
written contract through their course of conduct, we
disapprove. See, e.g., Miller v. Tate, 346 Ga.App.
315, 317 (1) (814 S.E.2d 430) (2018); Walker v.
Oglethorpe Power Corp., 341 Ga.App. 647, 665 (802 S.E.2d
643) (2017); Shiho Seki v. Groupon, Inc., 333
Ga.App. 319, 322 (1) (775 S.E.2d 776) (2015); Cordell
& Cordell, supra, 331 Ga.App. at 526 (4) (a);
Inland Atl. Old Nat. Phase I, supra 329 Ga.App. at
Applying this well-established law, we now review the trial
court's denial of Access Management's motion for a
directed verdict on the Hanhams' breach of contract
claim. "The denial of a directed verdict will be upheld
on appeal if, construing the evidence in the light most
favorable to the verdict, there is any evidence to support
the verdict." Robinson v. Williams, 280 Ga.
877, 878 (635 S.E.2d 120) (2006). In its opinion, the Court
of Appeals determined that "the parties mutually agreed
by course of conduct to extend the responsibilities of Access
Management beyond the scope of the terms provided in the
management agreement." Access Mgmt. Grp.,
supra, 345 Ga.App. at 132. While our review of the record
shows that testimony and exhibits presented at trial
purporting to show the parties' modification of the
contract is not overwhelming, there was evidence presented to
support the jury's verdict in favor of the Hanhams'
breach of contract claim regarding modifications to their
duties under the management agreement, and we thus reverse
the Court of Appeals' holding.
the proceedings below, Access Management argued that the
verdict form and final judgment were erroneous because they
permitted a double recovery of damages for breach of contract
and negligence. The Court of Appeals did not address this
enumeration, finding the issue to be moot after it reversed
the trial court's denial of Access Management's
request for a directed verdict on the breach of contract
claim. Access Mgmt. Grp., supra, 345 Ga.App. at 134
(2) (c). Because our opinion reinstates the jury's
verdict and damages for the breach of contract claim,