2025 Code of Georgia
Title 13 - Contracts (Chs. 1 — 12)
Chapter 2 - Construction (§§ 13-2-1 — 13-2-4)
§ 13-2-1. Construction of contracts by courts generally; findings of fact by juries

The construction of a contract is a question of law for the court. Where any matter of fact is involved, the jury should find the fact.

History

Orig. Code 1863, § 2718; Code 1868, § 2712; Code 1873, § 2754; Code 1882, § 2754; Civil Code 1895, § 3672; Civil Code 1910, § 4265; Code 1933, § 20-701.

Annotations

JUDICIAL DECISIONS

• General Consideration
• Intent of Parties
• Ambiguous Agreements
• Admissibility of Parol Evidence
• Application

General Consideration Court’s role generally. —

When parties disagree only as to the legal meaning of their agreement, the court’s role is well-defined. When the language of the agreement is clear, then it is controlling, and the court need look no further. This principle is the obverse of the broad freedom of contract the law grants the parties. Smith v. Seaboard Coast Line R.R., 639 F.2d 1235, 1981 U.S. App. LEXIS 19213 (5th Cir. 1981).

Existence or nonexistence of ambiguity in a contract is a question of law for the court. Salvatori Corp. v. Rubin, 159 Ga. App. 369, 283 S.E.2d 326, 1981 Ga. App. LEXIS 2611 (1981).

Under state law whether a contract is ambiguous is to be determined by the court. Kaiser Aluminum & Chem. Corp. v. Ingersoll-Rand Co., 519 F. Supp. 60, 1981 U.S. Dist. LEXIS 15149 (S.D. Ga. 1981).

No construction where language plain, unambiguous, and capable of only one meaning. —

No construction is required or even permissible when the language employed by the parties in the contract is plain, unambiguous, and capable of only one reasonable interpretation. Franchise Enters., Inc. v. Ridgeway, 157 Ga. App. 458, 278 S.E.2d 33, 1981 Ga. App. LEXIS 1868 (1981); Crooks v. Crim, 159 Ga. App. 745, 285 S.E.2d 84, 1981 Ga. App. LEXIS 2738 (1981).

Construction and interpretation subject to disposition by summary judgment. —

Construction and interpretation of a written contract is matter of law for the court and, therefore, is properly subject to disposition by summary judgment. Sims' Crane Serv., Inc. v. Reliance Ins. Co., 514 F. Supp. 1033, 1981 U.S. Dist. LEXIS 9561 (S.D. Ga. 1981), aff'd, 667 F.2d 30, 1982 U.S. App. LEXIS 22211 (11th Cir. 1982).

Where no matter of fact is involved, the construction of a plain and definite contract, if needed, is a matter of law for the court. Crooks v. Crim, 159 Ga. App. 745, 285 S.E.2d 84, 1981 Ga. App. LEXIS 2738 (1981).

Construction must be fair and reasonable. —

In construing a contract, the court must put a fair and reasonable construction thereon. Smiths' Properties, Inc. v. RTM Enters., Inc., 160 Ga. App. 102, 286 S.E.2d 334, 1981 Ga. App. LEXIS 2903 (1981).

If terms of contract are plain and unambiguous, construction is for court rather than jury. Gulbenkian v. Patcraft Mills, Inc., 104 Ga. App. 102, 121 S.E.2d 179, 1961 Ga. App. LEXIS 615 (1961); Gilreath v. Argo, 135 Ga. App. 849, 219 S.E.2d 461, 1975 Ga. App. LEXIS 1849 (1975).

If contract is plain and unambiguous, it is duty of trial court to construe the contract. Paulk v. Ellis St. Realty Corp., 79 Ga. App. 36, 52 S.E.2d 625, 1949 Ga. App. LEXIS 581 (1949).

Construction of unambiguous contract is question of law for court. Mutual Life Ins. Co. v. Davis, 79 Ga. App. 336, 53 S.E.2d 571, 1949 Ga. App. LEXIS 649 (1949); Early v. Kent, 215 Ga. 49, 108 S.E.2d 708, 1959 Ga. LEXIS 387 (1959).

In the absence of ambiguities, construction of contract is question of law for court. Suggs v. Brotherhood of Locomotive Firemen & Enginemen, 106 Ga. App. 563, 127 S.E.2d 827, 1962 Ga. App. LEXIS 772 (1962); International Indus., Inc. v. Dantone, 147 Ga. App. 247, 248 S.E.2d 530, 1978 Ga. App. LEXIS 2636 (1978).

The construction of a contract is a question of law for the court. If the contract is unambiguous, it is the duty of the court to construe the contract. Smiths' Properties, Inc. v. RTM Enters., Inc., 160 Ga. App. 102, 286 S.E.2d 334, 1981 Ga. App. LEXIS 2903 (1981).

Construction of contracts is a question of law for court and where judge sits as trier of fact the judge’s findings shall not be set aside unless clearly erroneous. Nodvin v. Krabe, 160 Ga. App. 310, 287 S.E.2d 236, 1981 Ga. App. LEXIS 2974 (1981).

In view of the clear and unambiguous language of the contract, it was the duty and within the authority of the trial court to construe the contract. Long v. City of Midway, 169 Ga. App. 72, 311 S.E.2d 508, 1983 Ga. App. LEXIS 2984 (1983).

Where the language of a lease is clear, unambiguous, and capable of only one reasonable interpretation, no construction is necessary or even permissible. Reahard v. Ivester, 188 Ga. App. 17, 371 S.E.2d 905, 1988 Ga. App. LEXIS 889 (1988).

Contractual interpretation is question of law for court. B.L. Ivey Constr. Co. v. Pilot Fire & Cas. Co., 295 F. Supp. 840, 1968 U.S. Dist. LEXIS 9835 (N.D. Ga. 1968).

Unless there are ambiguous expressions in a contract, a contract’s construction is for a court. Merrill Lynch, Pierce, Fenner & Smith v. Stidham, 506 F. Supp. 1182, 1981 U.S. Dist. LEXIS 11783 (M.D. Ga.), aff'd in part, vacated in part, 658 F.2d 1098, 1981 U.S. App. LEXIS 16846 (5th Cir. 1981).

Construction of unambiguous contracts is for court, but it is province of jury to construe ambiguous contracts. Trippe v. Crescent Farms, Inc., 58 Ga. App. 1, 197 S.E. 330, 1938 Ga. App. LEXIS 164 (1938).

Ordinarily the construction of a contract is a question of law for the court, but where the terms of a written instrument are ambiguous, the contract’s meaning should be left to the jury. Salvatori Corp. v. Rubin, 159 Ga. App. 369, 283 S.E.2d 326, 1981 Ga. App. LEXIS 2611 (1981).

Adjudication by summary judgment. —

The construction of a contract is a matter of law for the court under O.C.G.A. § 13-2-1, particularly where the terms are unambiguous. It is thus a matter peculiarly well suited for adjudication by summary judgment. Castellana v. Conyers Toyota, Inc., 200 Ga. App. 161, 407 S.E.2d 64, 1991 Ga. App. LEXIS 799 (1991).

Summary judgment was properly granted to a hospital pursuant to O.C.G.A. § 9-11-56 in the hospital’s action against a doctor, seeking recovery of moneys loaned to the doctor that were not repaid, where it was found that the doctor breached the agreement within six years of the time that the action was commenced and accordingly, the action was not time-barred under O.C.G.A. § 9-3-24; the court noted that where the parties had indicated in the contract that they “expected” that the amount would be completely repaid within one year of when the repayments were commenced, such was merely a hope and not a binding condition that, when the year expired, started the running of the six-year limitations period, based on contract interpretation laws and the inapplicability of parol evidence under O.C.G.A. § 13-2-1(1). Walker v. Gwinnett Hosp. Sys., 263 Ga. App. 554, 588 S.E.2d 441, 2003 Ga. App. LEXIS 1184 (2003).

Unpublished decision: In an examinee’s suit alleging that a testing service breached the parties’ contract by failing to release the examinee’s test results on the ground that the examinee did not present valid identification at the time of the test, because the terms of the contract requiring the examinee to present valid photo identification at the test site were plain and unambiguous, construction of the contract was a question of law that a district court resolved on summary judgment in accordance with O.C.G.A. § 13-2-1. Sims v. Taylor, 270 Fed. Appx. 940, 2008 U.S. App. LEXIS 6770 (11th Cir. 2008).

Jury question presented where rules of construction fail to resolve ambiguity. —

Even ambiguous contracts may be construed by the courts, and a jury question is presented only when the application of the rules of construction fails to resolve the ambiguity. Andrews v. Skinner, 158 Ga. App. 229, 279 S.E.2d 523, 1981 Ga. App. LEXIS 2139 (1981).

If an ambiguity remains after application of all applicable rules of construction, then a jury question is presented. Sims' Crane Serv., Inc. v. Reliance Ins. Co., 514 F. Supp. 1033, 1981 U.S. Dist. LEXIS 9561 (S.D. Ga. 1981), aff'd, 667 F.2d 30, 1982 U.S. App. LEXIS 22211 (11th Cir. 1982).

Construction of written contracts, even if they are ambiguous, is a matter for the court and no jury question arises unless after application of applicable rules of construction the ambiguity remains. Interstate Fire Ins. Co. v. National Indem. Co., 157 Ga. App. 516, 277 S.E.2d 802, 1981 Ga. App. LEXIS 1886 (1981).

Once a contract is signed, the contract’s provisions define the full measure of rights accorded each party. Whether the language of an agreement is clear or ambiguous, then, is a question of law for the court. Only if ambiguity remains after the court applies the pertinent rules of construction does this become a question of fact. Smith v. Seaboard Coast Line R.R., 639 F.2d 1235, 1981 U.S. App. LEXIS 19213 (5th Cir. 1981).

Courts not at liberty to revise contracts while construing contracts. —

If provisions of contract are unambiguous, the contract’s interpretation is question of law for trial court. However, courts are not at liberty to revise contracts while professing to construe the contracts. Brigadier Indus. Corp. v. Pippin, 148 Ga. App. 145, 251 S.E.2d 114, 1978 Ga. App. LEXIS 3054 (1978).

If the provisions of a contract are unambiguous, and interpretation is made by the court, still this does [not] give the trial court liberty to revise the contract while professing to construe the contract. Crooks v. Crim, 159 Ga. App. 745, 285 S.E.2d 84, 1981 Ga. App. LEXIS 2738 (1981).

Not court’s province to pass on wisdom of particular agreement, even though the agreement’s terms may have been accepted by one party as the result of oversight or poor cerebration. Smith v. Seaboard Coast Line R.R., 639 F.2d 1235, 1981 U.S. App. LEXIS 19213 (5th Cir. 1981).

Mistake or ignorance of party. —

Absent special circumstances, the court cannot correct for the mistake or ignorance of one party when that party had the responsibility and opportunity to protect oneself. Smith v. Seaboard Coast Line R.R., 639 F.2d 1235, 1981 U.S. App. LEXIS 19213 (5th Cir. 1981).

Whether or not a writing is an enforceable contract under the securities statute of frauds is a legal question. Turner v. MCI Telecommunications Corp., 203 Ga. App. 71, 416 S.E.2d 370, 1992 Ga. App. LEXIS 375 (1992).

Contract existence was question of fact for a jury. —

Summary judgment was improperly granted to an insurance broker in a contract dispute because there was conflicting testimony regarding the course of dealings between the party relating to whether or not a contract existed under O.C.G.A. §§ 13-3-1 and 13-3-2; the question of fact should have been decided by a jury instead. Terry Hunt Constr., Inc. v. AON Risk Servs., 272 Ga. App. 547, 613 S.E.2d 165, 2005 Ga. App. LEXIS 326 (2005).

Intent of Parties

Cardinal rule of construction is to ascertain intent of parties. Mutual Life Ins. Co. v. Davis, 79 Ga. App. 336, 53 S.E.2d 571, 1949 Ga. App. LEXIS 649 (1949).

Enforcement where intent clear. —

If intention of the parties is clear, and it contravenes no rule of law, and sufficient words are used to arrive at the intention, it shall be enforced irrespective of all technical or arbitrary rules of construction. Olympic Dev. Group, Inc. v. American Druggists' Ins. Co., 175 Ga. App. 425, 333 S.E.2d 622, 1985 Ga. App. LEXIS 2110 (1985).

In a buyer’s suit arising out of a failed deal to sell the seller’s business seeking damages for breach of contract and specific performance, the trial court erred in granting summary judgment to the sellers, as construction of the plain language of an addendum to the parties’ letter of intent to sell the business showed that the parties had reached a binding agreement on all material terms concerning the purchase and sale of the business. Goobich v. Waters, 283 Ga. App. 53, 640 S.E.2d 606, 2006 Ga. App. LEXIS 1359 (2006), cert. denied, No. S07C0618, 2007 Ga. LEXIS 271 (Ga. Mar. 26, 2007).

Following a bench trial, the trial court properly awarded a lessee a monetary judgment, and the lessor’s possession of the premises as the clear language of the underlying contract between the parties provided that the parties intended the contract to be a purchase and sale agreement, and the lessor’s failure to perform barred the court from enforcing a liquidated damages provision. Lifestyle Home Rentals, LLC v. Rahman, 290 Ga. App. 585, 660 S.E.2d 409, 2008 Ga. App. LEXIS 373 (2008).

Written contract that is plain and unambiguous is only evidence of parties’ intent and understanding. Rauschenberg v. Peeples, 30 Ga. App. 384, 118 S.E. 409, 1923 Ga. App. LEXIS 486 (1923).

No ambiguity unless, after application of rules of construction, uncertainty remains as to intent. —

Construction of contract when necessary is duty of court, and there can be no ambiguity unless and until application of pertinent rules of interpretation leaves it really uncertain which of two or more possible meanings represents true intention of parties. Maddox v. Life & Cas. Ins. Co., 79 Ga. App. 164, 53 S.E.2d 235, 1949 Ga. App. LEXIS 607 (1949), overruled, Etheridge v. Woodmen of World Life Ins. Soc., 114 Ga. App. 807, 152 S.E.2d 773, 1966 Ga. App. LEXIS 923, 1966 Ga. App. LEXIS 1259 (1966); Early v. Kent, 215 Ga. 49, 108 S.E.2d 708, 1959 Ga. LEXIS 387 (1959).

Ambiguity in contract is resolved by determining intention of parties, which is question for jury. Roberts v. Employers Ins. Co., 79 Ga. App. 611, 54 S.E.2d 465, 1949 Ga. App. LEXIS 704, 1949 Ga. App. LEXIS 705 (1949).

If terms of a contract are ambiguous, intention of parties is question for jury. Williams v. McCoy Lumber Indus., Inc., 146 Ga. App. 380, 246 S.E.2d 410, 1978 Ga. App. LEXIS 2364 (1978).

Intent to give up rights in land. — City and an apartment owner, in entering a 1954 agreement for the construction of a parking lot and sidewalk, never intended to create public property rights in the owner’s land; rather, the purpose of the agreement was to relieve traffic congestion along an abutting street. The agreement’s language showed that the owner had no intention of giving up control of the owner’s property; the land was not dedicated to the city or burdened with an easement, and the owner paid taxes on the entire area. Unified Gov't of Athens-Clarke Co. v. Stiles Apts., 295 Ga. 829, 764 S.E.2d 403, 2014 Ga. LEXIS 744 (2014).

Intent of parties at time of contract. —

It is generally question of fact for determination of jury as to what is included within contemplation of parties at time contract is made. McNaughton v. Stephens, 8 Ga. App. 545, 70 S.E. 61, 1911 Ga. App. LEXIS 33 (1911).

Intent of parties to settlement agreement. —

In reviewing the communications between the parties, and given that the courts had a duty to construe and enforce contracts as made and not to make them for the parties, because those communications led to a binding agreement between them, the trial court erred in concluding that the parties had not reached a settlement agreement. Mealer v. Kennedy, 290 Ga. App. 432, 659 S.E.2d 809, 2008 Ga. App. LEXIS 337 (2008).

As a matter of law under O.C.G.A. § 13-2-1, a contract under which a marketer trained subagents to expand an insurer’s market for health, medical, and surgical (HMS) insurance products was not ambiguous because it was clear from the four corners of the instrument that the insurer had a right to discontinue the HMS sales plan at any time without terminating the contract; therefore, the complaint failed to state a claim for breach of contract. Med S. Health Plans, LLC v. Life of the S. Ins. Co., No. 4:07-CV-134, 2008 U.S. Dist. LEXIS 40223 (M.D. Ga. May 19, 2008).

Ambiguous Agreements Courts to construe ambiguous contracts, and only where ambiguity persists is jury question raised. —

Although there is ambiguity in contract, the contract raises no jury question unless ambiguity remains unresolved after application of all applicable rules of construction. Farm Supply Co. v. Cook, 116 Ga. App. 814, 159 S.E.2d 128, 1967 Ga. App. LEXIS 972 (1967).

Construction of contracts is prerogative of courts which is delegated to jury only when there are ambiguous expressions in contract and resort must be had to extrinsic testimony in order to clarify meaning of language used, as it was understood by parties, and thus make plain their real intention. Ludden & Bates S. Music House v. Dairy & Farm Supply Co., 17 Ga. App. 581, 87 S.E. 823, 1916 Ga. App. LEXIS 799 (1916). See Martin v. Thrower, 3 Ga. App. 784, 60 S.E. 825, 1908 Ga. App. LEXIS 431 (1908); Irvindale Farms, Inc. v. W.O. Pierce Dairy, Inc., 78 Ga. App. 670, 51 S.E.2d 712, 1949 Ga. App. LEXIS 958 (1949); Krupp v. Taylor Enters., Inc., 148 Ga. App. 440, 251 S.E.2d 364, 1978 Ga. App. LEXIS 3185 (1978).

Contracts, even when ambiguous, are to be construed by court, and no jury question is presented unless after application of applicable rules of construction ambiguity persists. American Cas. Co. v. Crain-Daly Volkswagen, Inc., 129 Ga. App. 576, 200 S.E.2d 281, 1973 Ga. App. LEXIS 1062 (1973); National Car Rental Sys. v. Council Whsle. Distribs., Inc., 393 F. Supp. 1128, 1974 U.S. Dist. LEXIS 11531 (M.D. Ga. 1974); Erquitt v. Solomon, 135 Ga. App. 502, 218 S.E.2d 172, 1975 Ga. App. LEXIS 1717 (1975); Interstate N. Assocs. v. Hensley-Schmidt, Inc., 138 Ga. App. 487, 226 S.E.2d 315, 1976 Ga. App. LEXIS 2204 (1976); Binswanger Glass Co. v. Beers Constr. Co., 141 Ga. App. 715, 234 S.E.2d 363, 1977 Ga. App. LEXIS 2058 (1977); Kennedy v. Brand Banking Co., 152 Ga. App. 47, 262 S.E.2d 177, 1979 Ga. App. LEXIS 2807 (1979), aff'd in part and rev'd in part, 245 Ga. 496, 266 S.E.2d 154, 1980 Ga. LEXIS 832 (1980), vacated in part, 154 Ga. App. 378, 268 S.E.2d 449, 1980 Ga. App. LEXIS 2177 (1980); Travelers Ins. Co. v. Blakey, 255 Ga. 699, 342 S.E.2d 308, 1986 Ga. LEXIS 662 (1986); Smith v. Freeport Kaolin Co., 687 F. Supp. 1550, 1988 U.S. Dist. LEXIS 4913 (M.D. Ga. 1988).

A contract should be construed by the court where the language is undisputed but the meaning of that language is in dispute. Board of Regents v. A.B. & E., Inc., 182 Ga. App. 671, 357 S.E.2d 100, 1987 Ga. App. LEXIS 1785 (1987).

In an action for breach of a written employment contract, it was not error for the trial court to refuse the employer’s requested charge that essential terms of the contract had to be stated with definiteness in the contract to show the intent of the parties where the court had resolved the ambiguities in the contract and there was no matter of fact to be found by the jury. Gram Corp. v. Wilkinson, 210 Ga. App. 680, 437 S.E.2d 341, 1993 Ga. App. LEXIS 1306 (1993).

Only where contractual provision is ambiguous does interpretation of the provision become a jury question. Maggard Truck Line v. Deaton, Inc., 573 F. Supp. 1388, 1983 U.S. Dist. LEXIS 12470 (N.D. Ga. 1983), aff'd in part, 783 F.2d 203, 1986 U.S. App. LEXIS 21858 (11th Cir. 1986).

Meanings of ambiguous terms in written instrument for jury determination. —

As general rule, construction of contract is question for court; but where the terms of a written instrument are ambiguous, the instruments meaning should be left to the jury. Illges v. Dexter, 77 Ga. 36, 1886 Ga. LEXIS 275 (1886); Pidcock v. Nace, 15 Ga. App. 794, 84 S.E. 226, 1915 Ga. App. LEXIS 64 (1915); Schofield-Burkett Constr. Co. v. Rich, 16 Ga. App. 321, 85 S.E. 285, 1915 Ga. App. LEXIS 611 (1915); Fraser v. Jarrett, 153 Ga. 441, 112 S.E. 487, 1922 Ga. LEXIS 99 (1922); Rauschenberg v. Peeples, 30 Ga. App. 384, 118 S.E. 409, 1923 Ga. App. LEXIS 486 (1923); National Manufacture & Stores Corp. v. Dekle, 48 Ga. App. 515, 173 S.E. 408, 1934 Ga. App. LEXIS 116 (1934); Olympic Dev. Group, Inc. v. American Druggists' Ins. Co., 175 Ga. App. 425, 333 S.E.2d 622, 1985 Ga. App. LEXIS 2110 (1985).

Except in cases where meaning of obscurely written words is involved, and where there is evidence tending to show that meaning of such words was differently understood in one way or another by parties to contract, it is improper to submit to jury any question as to construction of contract. American Cas. Co. v. Crain-Daly Volkswagen, Inc., 129 Ga. App. 576, 200 S.E.2d 281, 1973 Ga. App. LEXIS 1062 (1973).

Construction of a contract is a question of law for the court where language of contract is clear and unambiguous and capable of only one reasonable interpretation as applied to subject matter, but if any matter of fact is involved, such as proper reading of obscurely written word, the jury should find the fact. Bress v. Keep-Safe Indus., Inc., 155 Ga. App. 544, 271 S.E.2d 867, 1980 Ga. App. LEXIS 2667 (1980).

Term “willful” in contract ambiguous and had to be determined by a jury. —

Trial court erred in granting a buyer partial summary judgment on the buyer’s breach of contract claim against the sellers because the conflicting evidence established that a genuine issue of material fact existed as to whether the sellers defaulted on the option agreement in bad faith and whether the default was willful; as such, a jury must resolve whether the sellers’ default was willful, which will determine whether the buyer could recover damages for breach of contract under the option agreement. Garrett v. S. Health Corp. of Ellijay, Inc., 320 Ga. App. 176, 739 S.E.2d 661, 2013 Ga. App. LEXIS 151 (2013).

Fact that two interpretations of contract possible does not automatically create jury question. Kennedy v. Brand Banking Co., 152 Ga. App. 47, 262 S.E.2d 177, 1979 Ga. App. LEXIS 2807 (1979), aff'd in part and rev'd in part, 245 Ga. 496, 266 S.E.2d 154, 1980 Ga. LEXIS 832 (1980), vacated in part, 154 Ga. App. 378, 268 S.E.2d 449, 1980 Ga. App. LEXIS 2177 (1980).

Jury issue not created by fact of two possible interpretations of contract. —

It does not follow that merely because there are two possible interpretations which might be employed in construing a contract, the matter automatically becomes question for jury. If that were true courts would rarely, if ever, construe contracts as the law declares their duty to be. Role and function of courts is higher than that of mere referee. Warrior Constructors, Inc. v. E.C. Ernst Co., 127 Ga. App. 839, 195 S.E.2d 261, 1973 Ga. App. LEXIS 1662 (1973); Interstate N. Assocs. v. Hensley-Schmidt, Inc., 138 Ga. App. 487, 226 S.E.2d 315, 1976 Ga. App. LEXIS 2204 (1976).

Mere clerical error. —

In a taxpayer’s action against the Internal Revenue Service (IRS), under 28 U.S.C. § 1346(a)(1), seeking to recover funds paid to the IRS after the IRS informed the taxpayer that the taxpayer incorrectly deducted past collateral agreement payments from adjusted gross income (AGI) when computing “annual income” under the terms of an Offer in Compromise (OIC), the district court properly found under O.C.G.A. §§ 13-2-1 and 13-2-2(4) that the OIC and the Collateral Agreement were unambiguous and that the taxpayer was not entitled to deduct the past collateral agreement payments from AGI; the IRS’s use of an older version of the Form 2261, which referenced an item line in Form 656 that permitted the illogical deduction of a social security number in the calculation of annual income, was a mere clerical error that was not sufficiently misleading so as to create an ambiguity in the contracts. Begner v. United States, 428 F.3d 998, 2005 U.S. App. LEXIS 16852 (11th Cir. 2005).

Disability insurance policy. —

In interpreting a disability insurance policy as a question of law under O.C.G.A. § 13-2-1, the district court properly granted summary judgment in favor of an insured on a claim for total disability benefits in relation to a real estate development occupation because the ambiguous language in the policy required the insured to be unable to perform “most,” not “all,” of the substantial and material duties of the insured’s regular occupation, and the insured’s unrefuted medical evidence showed that the insured was unable to perform the entrepreneurial, financial, planning, coordinating, and administrative duties, which were the heart of the real estate occupation. Giddens v. Equitable Life Assur. Soc'y, 445 F.3d 1286, 2006 U.S. App. LEXIS 8970 (11th Cir. 2006).

After determining that the definition of the term “total disability” in two of an insurer’s disability policies was ambiguous and construing the term against the insurer, such that an insured was not required to show that the insured was unable to perform all of the major duties of the insured’s occupation to show that the insured was totally disabled, pursuant to O.C.G.A. § 13-2-1, the court left for the jury the issues of what sort of work constituted the insured’s major duties and whether the insured’s stroke rendered the insured unable to perform those duties, as the evidence was conflicting with regard to whether the insured was a pharmacist or an entrepreneur. Putnal v. Guardian Life Ins. Co. of Am., No. 5:04-CV-130, 2006 U.S. Dist. LEXIS 70931 (M.D. Ga. Sept. 29, 2006).

Admissibility of Parol Evidence Where contract complete, parol evidence generally admissible only as to ambiguities. —

Where contract appears complete on its face, and there is no question as to fraud, accident, or mistake, question as to quantity must be determined by court as matter of interpretation, unless there is ambiguity, latent or patent, such as would render parol evidence admissible in relation to question. McCann v. Glynn Lumber Co., 199 Ga. 669, 34 S.E.2d 839, 1945 Ga. LEXIS 344 (1945).

Order denying the appellant’s request to terminate a family trust was reversed because the trial court erred in finding an ambiguity with regard to the trust instruments’ termination provisions and in considering parol evidence to interpret those provisions as there was no ambiguity that the trust was to exist until the settlor’s death, which had occurred. Jackson v. Nowland, 338 Ga. App. 614, 791 S.E.2d 190, 2016 Ga. App. LEXIS 509 (2016).

Extrinsic evidence admissible to explain ambiguity only after application of rules of construction. —

Construction of ambiguous contracts is duty of court, and only if after application of pertinent rules of construction the contract remains ambiguous, is extrinsic evidence admissible to explain ambiguity. Farm Supply Co. v. Cook, 116 Ga. App. 814, 159 S.E.2d 128, 1967 Ga. App. LEXIS 972 (1967); Warrior Constructors, Inc. v. E.C. Ernst Co., 127 Ga. App. 839, 195 S.E.2d 261, 1973 Ga. App. LEXIS 1662 (1973).

If application of statutory rules resolves all contract ambiguity, then extrinsic evidence is inadmissible. Bituminous Cas. Corp. v. Advanced Adhesive Tech., Inc., 73 F.3d 335, 1996 U.S. App. LEXIS 836 (11th Cir. 1996).

Parol testimony for ascertaining intention of parties if contract is ambiguous. —

Because the language of an easement agreement between two adjacent commercial landowners was ambiguous, parol evidence was admissible to show the parties’ intent. Thus, questions of fact remained regarding intent, making summary judgment inappropriate. McGuire Holdings, LLLP v. TSQ Partners, LLC, 290 Ga. App. 595, 660 S.E.2d 397, 2008 Ga. App. LEXIS 379 (2008).

Application Conflicting dates in contract. —

When text of contract stated contract was to commence on July 1, but date two weeks later appeared at end of contract, early date is the one to which parties are bound. American Cyanamid Co. v. Ring, 248 Ga. 673, 286 S.E.2d 1, 1982 Ga. LEXIS 1078 (1982).

Construction of unambiguous deed, like construction of any other contract, is for court determination. Its meaning and effect is question of law to be settled by judge. Turk v. Jeffreys-McElrath Mfg. Co., 207 Ga. 73, 60 S.E.2d 166, 1950 Ga. LEXIS 395 (1950).

Construction of an O.C.G.A. § 20-3-514 scholarship contract. —

Under the plain terms of the contract, the trial court did not err in awarding summary judgment to the State Medical Education Board, making a student liable for both the amount of the scholarship received and attorney’s fees as: (1) estoppels were unfavored under Georgia law; (2) the student came forward with no more than hearsay to support a claim that oral misrepresentations of fact were made regarding the scholarship; (3) the contract was not rescinded by either party; (4) no mutual mistake of fact was found; and (5) any impossibility in performing the contract was personal to the student. Calabro v. State Med. Educ. Bd., 283 Ga. App. 113, 640 S.E.2d 581, 2006 Ga. App. LEXIS 1561 (2006).

Claim of ownership of property. —

Trial court properly found that a transferor’s claim of ownership of a strip of land between a lot deeded to the transferor’s son and an owner’s property was unsupported since the deed from the transferor to the son was unambiguous and clearly showed that the land deeded to the son extended to the border of the owner’s property. Hale v. Scarborough, 279 Ga. App. 614, 631 S.E.2d 812, 2006 Ga. App. LEXIS 654 (2006), cert. denied, No. S06C1728, 2006 Ga. LEXIS 767 (Ga. Sept. 8, 2006).

Real estate contracts. —

Trial court erred in granting summary judgment, pursuant to O.C.G.A. § 9-11-56(c), to a seller in an action to recover earnest money for the sale of a shopping center; the purchaser was entitled to the return of the money because the purchaser could not obtain financing, which was a condition for the return of the money under the terms of the contract, interpreted pursuant to O.C.G.A. §§ 13-2-1 and 13-2-2. Ali v. Aarabi, 264 Ga. App. 64, 589 S.E.2d 827, 2003 Ga. App. LEXIS 1298 (2003), cert. denied, No. S04C0518, 2004 Ga. LEXIS 223 (Ga. Mar. 1, 2004).

In a buyer’s suit seeking specific performance of a land sales contract that contained a clear and unambiguous clause stating that time was of the essence, the trial court properly granted summary judgment against the buyer, due to the buyer’s failure to timely tender additional earnest money, and because that action amounted to a breach authorizing the sellers to terminate the agreement. Chowhan v. Miller, 283 Ga. App. 749, 642 S.E.2d 428, 2007 Ga. App. LEXIS 185 (2007).

Option agreements. —

Where an option agreement contained no provision for suspending or tolling the five-year option period, seller’s notice of intent to build on the property did not suspend the option period. Garvin v. Smith, 235 Ga. App. 897, 510 S.E.2d 863.

Construction of the provisions of a lease, as with other contracts, is generally one for the court to determine as a matter of law. Peachtree on Peachtree Investors, Ltd. v. Reed Drug Co., 251 Ga. 692, 308 S.E.2d 825, 1983 Ga. LEXIS 951 (1983); Winburn v. McGuire Inv. Group, # 17, 220 Ga. App. 384, 469 S.E.2d 477.

Construction of mining lease is generally one for court to determine as a matter of law, and as such, the interpretation of such a written contract regarding the mining of certain materials from described property is properly subject to disposition by summary judgment. Smith v. Freeport Kaolin Co., 687 F. Supp. 1550, 1988 U.S. Dist. LEXIS 4913 (M.D. Ga. 1988).

Construction of lease. —

Despite a tenant’s contrary claim on appeal, when the tenant sought early termination of a lease, the tenant’s conduct was governed by the early termination provision, and not a hold-over provision contained therein. Thus, the trial court properly construed the lease against the tenant when the tenant acted in a manner inconsistent with the tenant’s intent to terminate the lease, supporting judgment for the rent due in the landlord’s favor and in the amount the landlord claimed. ValuGym, Inc. v. PTC Props., Inc., 290 Ga. App. 281, 659 S.E.2d 700, 2008 Ga. App. LEXIS 298 (2008).

A trial court erred in interpreting a commercial lease amendment so as to require the tenant to pay additional rental fees for utilities. No such construction was permitted because the language of the contract was plain, unambiguous, and capable of only one reasonable interpretation. Record Town, Inc. v. Sugarloaf Mills L.P., 301 Ga. App. 367, 687 S.E.2d 640, 2009 Ga. App. LEXIS 1383 (2009).

Construction contract interpretation. —

Trial court erred in granting summary judgment to a subcontractor in its breach of contract action against a general contractor and its surety, arising from the parties’ work on a construction project, as the court interpreted the terms of the parties’ contract pursuant to O.C.G.A. § 13-2-1 to mean that the general contractor was entitled to withhold final payment to the subcontractor pursuant to O.C.G.A. § 13-11-3 when the suppliers’ bills were not paid, and the general contractor was also entitled to offset that final payment by amounts owed to the suppliers, as the risk of loss was on the subcontractor. Foster & Co. Gen. Contrs., Inc. v. House HVAC/Mechanical, Inc., 277 Ga. App. 595, 627 S.E.2d 188, 2006 Ga. App. LEXIS 160 (2006).

Tenant required to maintain property under lease in “tenantable” condition. —

See Capitol Funds, Inc. v. Arlen Realty, Inc., 755 F.2d 1544, 1985 U.S. App. LEXIS 28500 (11th Cir. 1985).

Construction of insurance contract is, like any contract, ordinarily a matter for court. Fidelity Bankers Life Ins. Co. v. Renew, 121 Ga. App. 883, 176 S.E.2d 103, 1970 Ga. App. LEXIS 1381 (1970).

Insurance policies being contracts, matter of construction is for court. American Cas. Co. v. Crain-Daly Volkswagen, Inc., 129 Ga. App. 576, 200 S.E.2d 281, 1973 Ga. App. LEXIS 1062 (1973).

Insurance policy is simply a contract, provisions of which to be construed as any other contract. Mutual Life Ins. Co. v. Davis, 79 Ga. App. 336, 53 S.E.2d 571, 1949 Ga. App. LEXIS 649 (1949).

When an insurer sought a declaratory judgment defining the insurer’s rights and responsibilities under an insurance policy issued to an insured cemetery that was sued for desecrating a grave, the construction of the policy was a matter for the court which could be resolved by summary judgment. Nationwide Mut. Fire Ins. Co. v. Somers, 264 Ga. App. 421, 591 S.E.2d 430, 2003 Ga. App. LEXIS 1496 (2003).

Construction of a contract of insurance, like any contract, is a question of law for the court. Giles v. National Union Fire Ins. Co., 578 F. Supp. 376, 1984 U.S. Dist. LEXIS 19971 (M.D. Ga. 1984).

Construction of terms in insurance contract. — Term “landslide” as used in the coverage provisions of an insurance policy did not apply only to natural occurring events, when no such restriction was contained within the policy language and since, inter alia, other clauses listing perils insured against placed specific restrictions on broad terms; to the extent there was any ambiguity in the use of the term landslide, it was interpreted against the insurance company. Auto-Owners Ins. Co. v. Parks, 278 Ga. App. 444, 629 S.E.2d 118, 2006 Ga. App. LEXIS 343 (2006).

In an action filed against an insurer seeking coverage under a homeowners policy, the insureds were properly denied coverage for damages to a home they did not live in, as the policy at issue clearly stated that the “insured premises” meant the residence the insureds used as a primary residence. Varsalona v. Auto-Owners Ins. Co., 281 Ga. App. 644, 637 S.E.2d 64, 2006 Ga. App. LEXIS 1185 (2006).

In interpreting an insurance contract, damage to the insured motel was covered by a $1.9 million policy limit because limiting the entire cause of loss to the $100,000 sewer limit when both water and sewer were covered causes of loss would have effectively eliminated the water coverage from the policy. Covington Lodging, Inc. v. W. World Ins. Grp. (In re Covington Lodging Inc.), 635 B.R. 675, 2021 Bankr. LEXIS 2519 (Bankr. N.D. Ga. 2021).

Construction of insurance contract. — As a matter of contract construction, the anti-concurrent cause (ACC) clause did not apply to eliminate coverage for damage caused by a water pipe break and sewer back up, even if such damage was concurrent and inseparable, because the insured motel purchased the Sewer Endorsement at issue, which made the sewer pipe backup a covered cause of loss. Covington Lodging, Inc. v. W. World Ins. Grp. (In re Covington Lodging Inc.), 635 B.R. 675, 2021 Bankr. LEXIS 2519 (Bankr. N.D. Ga. 2021).

Change in beneficiary in life insurance policy. —

As a spouse designated the spouse’s child as the beneficiary in an old life insurance policy, the new policy did not invalidate this designation, and questions of material fact remained as to whether the spouse’s alleged intent to change beneficiaries was ever effectuated according to the new insurer’s regulations, the surviving spouse was not entitled to summary judgment on that spouse’s claim to be the beneficiary of the new policy. Greater Ga. Life Ins. Co. v. Eason, 292 Ga. App. 682, 665 S.E.2d 725, 2008 Ga. App. LEXIS 834 (2008), cert. denied, No. S08C1893, 2008 Ga. LEXIS 882 (Ga. Oct. 27, 2008).

Insured’s duty to defend in racial discrimination suit. —

Insurer was not required to defend its insureds in a race discrimination suit filed by potential property buyers who alleged that the insureds violated state and federal law by refusing to sell the buyers a lot in a subdivision because the buyers were a bi-racial couple since: (1) the court decided as a matter of law, under O.C.G.A. § 13-2-1, that the bodily injury provision of the commercial general liability policy was unambiguous and did not provide coverage because the buyers did not allege that the buyers were physically injured by the insureds’ actions; and (2) the court decided as a matter of law, under O.C.G.A. § 13-2-1, that the policy’s personal injury provision, which applied to personal injuries sustained when a right of occupancy was invaded, was unambiguous and did not provide coverage because the buyers were not present occupants of the land at issue. Auto-Owners Ins. Co. v. Robinson, No. 3:05-CV-109, 2006 U.S. Dist. LEXIS 66551 (M.D. Ga. Sept. 6, 2006).

Pollution exclusion provisions ambiguous. —

In an action brought by a lessor against a former lessee, a dry cleaning corporation, for indemnification for remediation expenses incurred in cleaning up the contaminated shopping center property vacated by the lessee, the trial court properly refused to examine a pollution liability exclusion endorsement in a vacuum and, rather, considered that language in concert with other policy language addressing coverage of property damage arising out of the discharge of pollutants and thereby found that an umbrella policy provided coverage for quick, abrupt, and accidental discharges of pollutants. The trial court properly determined that the inconsistent language of the pollution liability exclusion and an amendatory endorsement were ambiguous as the amendatory endorsement narrowed the scope of pollution liability exclusion by exempting from it discharges that were quick, abrupt, and accidental; but the pollution liability exclusion endorsement broadened the scope of exclusion by extending the exclusion to any discharge. State Farm Fire & Cas. Co. v. Walnut Ave. Partners, LLC, 296 Ga. App. 648, 675 S.E.2d 534, 2009 Ga. App. LEXIS 296 (2009).

Franchise agreement did not cover county’s liability to power company for movement of power lines. —

Trial court properly found that a power company was entitled to compensation from a county for the taking of the company’s private property easements, including the costs of relocating the electrical power and distribution poles, when the county widened a road because a 1929 franchise agreement did not apply to situations where the power company was forced by the county to relocate power transmission lines and poles that the company originally erected on private property easements. Clayton County v. Ga. Power Co., 340 Ga. App. 60, 796 S.E.2d 16, 2017 Ga. App. LEXIS 5 (2017).

Exclusion in insurance policy for assault and battery. —

When an injured patron was struck in the nose by a beer bottle thrown in the insured’s bar, the injured patron contended that the insured was liable because the bar and the bar’s employees failed to prevent the bottle thrower’s attack and the injured patron claimed to have suffered serious injury and disfigurement, but the insurer claimed that the insurer had no duty to defend or indemnify the insured because the incident fell within the policy’s assault and battery exclusion; the court held that the portion of the policy addressing assault and battery was not intended to exclude coverage for a bodily injury claim arising out of an assault and battery committed by a patron, as any other interpretation would have rendered certain language in the policy meaningless. ALEA London Ltd. v. Woodcock, 286 Ga. App. 572, 649 S.E.2d 740, 2007 Ga. App. LEXIS 624 (2007), cert. denied, No. S07C1751, 2007 Ga. LEXIS 703 (Ga. Sept. 24, 2007).

Construction of automobile insurance policy exclusion provision. —

See Georgia Mut. Ins. Co. v. Kurtz, 206 Ga. App. 716, 426 S.E.2d 248, 1992 Ga. App. LEXIS 1754 (1992), cert. denied, No. S93C0488, 1993 Ga. LEXIS 88 (Ga. Jan. 15, 1993).

Construction of guaranty contract was matter of law for court. —

As no matter of fact was involved, the construction of a guaranty was a matter of law for the court, which found that the guaranty executed by a guarantor contained a very broad waiver clause which plainly and unambiguously waived any claims the guarantor might have had against the debtor and extended to claims arising in equity, or under contract, statute, or common law; the waiver obviously included a claim under O.C.G.A. § 10-7-41, so the trial court erred by denying summary judgment to the debtor and other defendants, and erred as well in granting summary judgment in favor of the guarantor. Brookside Cmtys., LLC v. Lake Dow N. Corp., 268 Ga. App. 785, 603 S.E.2d 31, 2004 Ga. App. LEXIS 933 (2004).

Ambiguous provisions of policy must be construed most favorably toward coverage and against insurer. Allstate Ins. Co. v. Harris, 133 Ga. App. 567, 211 S.E.2d 783, 1974 Ga. App. LEXIS 1139 (1974).

Term “obscurely written word” is usually construed as referring to ambiguous words or provisions. Merrill Lynch, Pierce, Fenner & Smith v. Stidham, 506 F. Supp. 1182, 1981 U.S. Dist. LEXIS 11783 (M.D. Ga.), aff'd in part, vacated in part, 658 F.2d 1098, 1981 U.S. App. LEXIS 16846 (5th Cir. 1981).

Lease contracts are generally construed against lessor. Farm Supply Co. v. Cook, 116 Ga. App. 814, 159 S.E.2d 128, 1967 Ga. App. LEXIS 972 (1967).

If there is left uncertainty or even ambiguity in lease, it is lessee and not the lessor who is to be favored, because lessor had power of stipulating in the lessor’s own favor, though the lessor may have neglected to do so. Farm Supply Co. v. Cook, 116 Ga. App. 814, 159 S.E.2d 128, 1967 Ga. App. LEXIS 972 (1967).

Where parties stipulate contract is plain and definite, construction is matter for court. —

Where parties stipulate to court that contract involved is plain and definite, construction of the contract is matter of law to be submitted to court. Carsello v. Touchton, 231 Ga. 878, 204 S.E.2d 589, 1974 Ga. LEXIS 1267 (1974).

Whether instrument is deed or bill of sale, where unambiguous, is for court determination. —

It was error for court to submit to jury question as to whether instrument sued on was deed or bill of sale. Construction of paper, inasmuch as it was unambiguous, was question for court. Nelson v. Spence, 129 Ga. 35, 58 S.E. 697, 1907 Ga. LEXIS 298 (1907).

Claim to succession to co-owner’s right to repurchase stock. —

After applying the rules of construction, and looking at the extrinsic evidence, no ambiguity remained in a contract entered into between the two owners of a closely held corporation. The provision which provided that the “benefits” of the contract inured to the heirs and assigns of the parties did not entitle the heirs and assigns of one of the co-owners, who had entered into the agreement for purposes of enabling the owner to retire and whose stock was redeemed by the company, to exercise the “privilege” of repurchase given to that co-owner by another provision. Jordan v. Smith, 596 F. Supp. 1295, 1984 U.S. Dist. LEXIS 22958 (N.D. Ga. 1984).

Construction of shareholder’s agreement to sell stock. —

Because a shareholder agreement containing a proposal from one shareholder to sell shares to the other three was clear and unambiguous as: (1) there was nothing in the agreement allowing a shareholder to disregard a conditional offer; and (2) the agreement created an enforceable obligation requiring another shareholder to give written notice as to how that shareholder elected to proceed within 60 days of receiving the first shareholder’s offer, enforcement of the agreement was properly decided via summary judgment in favor of the selling shareholder. Simpson v. Pendergast, 290 Ga. App. 293, 659 S.E.2d 716, 2008 Ga. App. LEXIS 307 (2008), cert. denied, No. S08C1226, 2008 Ga. LEXIS 578 (Ga. June 16, 2008).

Indemnity provision between shareholder and corporate entity. —

Order granting summary judgment to an LLC was upheld, when, under the plain terms of an indemnity provision between the LLC and one of its shareholders, the shareholder was liable for costs associated with defending claims made by its agent against the LLC; but, the shareholder was not liable for costs associated with a suit over the payment of commissions, as such did not relate to the marketing and sales efforts covered by the indemnity clause and undertaken by the shareholder. SRG Consulting, Inc. v. Eagle Hosp. Physicians, LLC, 282 Ga. App. 842, 640 S.E.2d 306, 2006 Ga. App. LEXIS 1412 (2006), cert. denied, No. S07C0658, 2007 Ga. LEXIS 332 (Ga. Apr. 24, 2007).

A settlement agreement is a contract, the construction of which is a question of law for the court. World Bazaar Franchise Corp. v. CCC Assocs. Co., 167 B.R. 985, 1994 Bankr. LEXIS 749 (Bankr. N.D. Ga. 1994).

Guaranty. —

In Georgia, the enforcement of unambiguous terms in a written agreement, such as a guaranty, presents an issue of law properly decided by summary judgment. Congress Fin. Corp. v. Commercial Technology, Inc., 910 F. Supp. 637, 1995 U.S. Dist. LEXIS 19691 (N.D. Ga. 1995).

In an action on a guaranty, because the plain and unambiguous terms of the guaranty and the guaranty’s addendum only obligated the guarantor to the lease obligations of the original tenant, the guarantor’s subsidiary, and not the obligations of a new tenant, the guarantor was properly absolved of any liability to the landlord for the obligations of that new tenant, entitling the guarantor to summary judgment on that issue. Highwoods Realty L.P. v. Cmty. Loans of Am., Inc., 288 Ga. App. 226, 653 S.E.2d 807, 2007 Ga. App. LEXIS 1173 (2007).

Trial court did not err by finding a guarantor personally liable on a promissory note because the trial court correctly found that the language of the promissory note, the unconditional guaranty, and the modification to the promissory note were unambiguous, and since the documents’ provisions were clear, the trial court’s proper role was to apply the terms as written; in the guaranty, the guarantor expressly waived all notices or defenses to which the guarantor could be entitled under the guaranty, to the extent permitted by law, and because the guarantor failed to assert any defense based upon an alleged incompetency to enter into a contract at the time the guarantor executed the guaranty, and because the guarantor failed to show that the guaranty’s broad waiver of defenses was prohibited by statute or public policy, the guarantor was bound thereby. Core LaVista, LLC v. Cumming, 308 Ga. App. 791, 709 S.E.2d 336, 2011 Ga. App. LEXIS 281 (2011).

Arbitration clause. — Based on the clear terms of an arbitration clause in a timber harvesting contract between a landowner and a timber harvesting contractor, the trial court did not err in compelling the contractor into arbitration as the contract had not expired, arbitration of a tort claim was not involved, but the language within the contract clearly covered the issues the landowner sought to arbitrate. Pickle v. Rayonier Forest Res., L.P., 282 Ga. App. 295, 638 S.E.2d 344, 2006 Ga. App. LEXIS 1264 (2006), cert. denied, No. S07C0435, 2007 Ga. LEXIS 218 (Ga. Feb. 26, 2007).

Upon admitting a parent to a nursing home, an adult child’s signature on an arbitration agreement did not bind the parent because the child was not the parent’s agent by virtue of being the child and there was no evidence that the parent had authorized the child to act for the parent as required by O.C.G.A. § 10-6-1. McKean v. GGNSC Atlanta, LLC, 329 Ga. App. 507, 765 S.E.2d 681, 2014 Ga. App. LEXIS 725 (2014).

Appellate court reversed trial court’s decision that Arbitration Agreement was unconscionable, and affirmed trial court’s decision to reject aunt’s claims that Arbitration Agreement was not valid because it lacked consideration, that enforcement was precluded by federal Medicaid Act and implementing regulations, that FAA did not apply, and that Arbitration Agreement was not enforceable because it precluded vindication of nephew’s rights under Georgia’s Bill of Rights for Residents of Long-Term Care Facilities, O.C.G.A. § 31-8-100 et seq. CL SNF, LLC v. Fountain, 364 Ga. App. 371, 875 S.E.2d 370, 2022 Ga. App. LEXIS 314 (2022).

Exculpatory clause. —

Exculpatory clause in parties’ letter of agreement did not explicitly, prominently, clearly, and unambiguously bar breach of contract claims by medical care providers against a network administrator as those claims were outside the scope of the clause. Aetna Workers' Comp Access, LLC v. Coliseum Med. Ctr., 322 Ga. App. 641, 746 S.E.2d 148, 2013 Ga. App. LEXIS 582 (2013), cert. denied, No. S13C1640, 2013 Ga. LEXIS 930 (Ga. Nov. 4, 2013), cert. denied, No. S13C1643, 2013 Ga. LEXIS 934 (Ga. Nov. 4, 2013).

Whether offer accepted so as to create contract may be jury question. —

Although construction of written contract is for court, whether or not offer is accepted so as to become a contract may be question for jury. Gettier-Montanye, Inc. v. Davidson Granite Co., 75 Ga. App. 377, 43 S.E.2d 716, 1947 Ga. App. LEXIS 545 (1947).

Jury construction necessary where contract specifications apparently interpreted in various ways during performance. —

Where standard specifications were by stipulation made part of contract, and evidence shows that as applied to fact situations existing during course of construction various items contained in these stipulations were given various interpretations, not only as between plaintiff and defendant, but also as between certain of defendant’s engineers, evidence warranted instruction submitting construction of contract to jury. State Hwy. Dep't v. W.L. Cobb Constr. Co., 111 Ga. App. 822, 143 S.E.2d 500, 1965 Ga. App. LEXIS 1110 (1965), superseded by statute as stated in Medical Center Hospital Authority v. Andrews, 250 Ga. 424, 297 S.E.2d 28, 1982 Ga. LEXIS 1077, 1982 Ga. LEXIS 1028 (1982).

Jury instruction on how to interpret contractual ambiguity harmless error. —

Unpublished decision: Although it was improper for a district court to instruct a jury on how to interpret contractual ambiguities without first having found an insurance contract to be ambiguous as a matter of law, the error was harmless because the court correctly defined the policy term “hidden from view,” which was the key issue in the case. Johnston v. Companion Prop. & Cas. Ins. Co., 318 Fed. Appx. 861, 2009 U.S. App. LEXIS 5294 (11th Cir. 2009).

Determining that figures represent money. —

See Hening v. Whaley, 18 Ga. App. 208, 89 S.E. 166, 1916 Ga. App. LEXIS 234 (1916).

Construction of exception “result clause” in double indemnity policy in connection with military service. —

See Mutual Life Ins. Co. v. Davis, 79 Ga. App. 336, 53 S.E.2d 571, 1949 Ga. App. LEXIS 649 (1949).

Where contract’s meaning not in issue, submission to jury without prior court construction immaterial. —

Where construction or meaning of contract is not in issue, it is immaterial that superior court submitted contract to jury without first placing construction or interpretation upon the contract. Shahan v. AT & T, 72 Ga. App. 749, 35 S.E.2d 5, 1945 Ga. App. LEXIS 689 (1945).

No new trial where court submits contract construction to jury and jury properly construes contract. —

While court has duty to construe written contracts, new trial will not be granted for failure to discharge this duty if contract is submitted to jury and properly construed by the jury, especially when, if contract had been properly construed by court, construction would have been adverse to plaintiff in error and result would have been the same as reached by the jury in the jury’s verdict. Main v. Simmons, 2 Ga. App. 821, 59 S.E. 85, 1907 Ga. App. LEXIS 527 (1907); Lenox Drug Co. v. New England Jewelry Co., 16 Ga. App. 476, 85 S.E. 681, 1915 Ga. App. LEXIS 90 (1915); South Ga. Trust Co. v. Neal, 174 Ga. 24, 161 S.E. 815, 1931 Ga. LEXIS 4 (1931).

Since the question of agency vel non rests upon a written document and inferences deduced therefrom, the issue presented is a question of law for the trial court, since construction of written contracts is exclusively for the judge. McMullan v. Georgia Girl Fashions, Inc., 180 Ga. App. 228, 348 S.E.2d 748, 1986 Ga. App. LEXIS 2093 (1986).

Employment contracts. —

It was undisputed that an employment contract provided that the agreement would be terminated “[o]ne year from the date set forth in this Agreement [August 1, 1979].” Since this provision was clear and unambiguous, the trial court did not err in finding that the employee’s employment had terminated by the terms of the contract, notwithstanding continued payments to the employee as “fees for professional services.” Medical Oncology Hematology Group v. Goldklang, 183 Ga. App. 788, 360 S.E.2d 41, 1987 Ga. App. LEXIS 2096 (1987).

Upon a de novo review of the plain terms outlined in an employment contract, a former employer was not entitled to receive commission payments from its former employee, a licensed sales agent, for deals closed with the employee’s subsequent employer, as any contrary reading would result in an unenforceable contract, under O.C.G.A. § 43-40-19(c); hence, summary judgment was properly granted to the employee on that issue, and the former employer’s claim for money had and received also failed. Richard Bowers & Co. v. Creel, 280 Ga. App. 199, 633 S.E.2d 555, 2006 Ga. App. LEXIS 687 (2006), cert. denied, No. S06C1928, 2006 Ga. LEXIS 722 (Ga. Sept. 18, 2006).

In a breach of contract action filed by an employee, who was a third-party beneficiary to an employment contract with a contractor, the trial court erred in granting the employee summary judgment as: (1) under the plain language of the employment agreement at issue between the parties, as well as the county’s personnel policy, the contractor was authorized to terminate the employee based on the employee’s inability or unfitness to perform the assigned duties due to an injury; and (2) the employee could not perform all the job’s requirements. Am. Water Serv. USA v. McRae, 286 Ga. App. 762, 650 S.E.2d 304, 2007 Ga. App. LEXIS 773 (2007), cert. denied, No. S07C1815, 2007 Ga. LEXIS 761 (Ga. Oct. 9, 2007).

Trial court properly denied the former employee’s motion for summary judgment on a claim for breach of an employment agreement and properly granted the former employer’s motion for summary judgment on that claim because the former employee was not entitled to any future compensation from the former employer after the former employee’s termination as the former employee and the former employer entered into an employment agreement with an initial six-month term which was terminable at will. Argo v. G-Tec Servs., 338 Ga. App. 608, 791 S.E.2d 193, 2016 Ga. App. LEXIS 508 (2016).

Trial court properly denied the former employee’s motion for summary judgment on a claim for breach of an employment agreement and properly granted the former employer’s motion for summary judgment on that claim because the plain language of the agreement required the former employee to make sales in order to obtain a commission, and the former employee was not entitled to any commission as the former employee had not made any sales during the operative time period of the agreement. Argo v. G-Tec Servs., 338 Ga. App. 608, 791 S.E.2d 193, 2016 Ga. App. LEXIS 508 (2016).

Divorce settlement agreement. — When parties in divorce action enter into settlement agreement which is subsequently incorporated into divorce decree, meaning and effect thereof should be determined in accordance with usual rules for construction of contracts. Hortman v. Childress, 162 Ga. App. 536, 292 S.E.2d 200, 1982 Ga. App. LEXIS 2212 (1982).

Ex-wife was not responsible for paying a portion of past due tax liabilities resulting from the ex-husband’s entry into a voluntary disclosure program because the term “audit” in the parties’ settlement agreement did not include any audits that the ex-husband performed based on the ex-husband’s voluntary entry into an amnesty program as the type of audit contemplated under the tax provision of the settlement agreement was not an audit voluntarily initiated by one of the parties, but one that would be defended against - an audit necessarily initiated by a third party, such as an IRS audit in the traditional sense. Dean v. Dean, 361 Ga. App. 698, 865 S.E.2d 292, 2021 Ga. App. LEXIS 537 (2021).

Trial court impermissibly modified the terms of the divorce decree and settlement agreement by holding the husband in contempt for failing to dismiss the ex-wife from a lawsuit when the ex-wife did not satisfy the conditions precedent of refinancing the mortgage and completing a name change by the specified deadlines. Hawbaker v. Brittingham, 373 Ga. App. 51, 907 S.E.2d 346, 2024 Ga. App. LEXIS 387 (2024).

Trial court improperly modified the consent divorce decree by ordering the husband to transfer additional shares to the wife beyond the $375,000 worth of shares provided for in the decree as the decree did not prohibit the husband from changing asset allocations in the account before the transfer. The trial court properly ordered the husband to pay the wife $6,400 in cash, which was the amount the husband deducted from the $125,000 cash payment required by the decree. Aftuck v. Aftuck, 374 Ga. App. 92, 911 S.E.2d 462, 2025 Ga. App. LEXIS 9 (2025).

Adjudication by summary judgment held improper. —

Summary judgment was inappropriate in a breach of fiduciary duty action which centered around a verbal settlement agreement since material fact issues remained as to whether: (1) a company’s offer to buy the minority shareholders’ stock required a written purchase agreement; (2) the parties agreed to all material terms; and (3) a note signed by one of the minority shareholders had been cancelled. McKenna v. Capital Res. Partners, IV, L.P., 286 Ga. App. 828, 650 S.E.2d 580, 2007 Ga. App. LEXIS 710 (2007), cert. denied, No. S07C1849, 2007 Ga. LEXIS 752 (Ga. Oct. 9, 2007), cert. denied, No. S07C1847, 2007 Ga. LEXIS 763 (Ga. Oct. 9, 2007).

Public contracts. —

Trial court did not err when the court denied the motion by the Georgia Department of Transportation (DOT) for a directed verdict on the DOT’s claim that a general contractor failed to follow procedures outlined in a contract the contractor was awarded for construction of an interchange, and asked a jury to determine whether the DOT breached the parties’ contract when the DOT refused to pay a claim the contractor submitted for reimbursement of costs the contractor incurred to restore a lake. DOT v. Hardin-Sunbelt, 266 Ga. App. 139, 596 S.E.2d 397, 2004 Ga. App. LEXIS 167 (2004), cert. denied, No. S04C1234, 2004 Ga. LEXIS 566 (Ga. June 28, 2004).

Amendments to pleadings did not negate application of contract. —

In a wrongful death and breach of contract action wherein the plaintiff did not prevail, the trial court erred by awarding the plaintiff attorney fees under an aircraft purchase agreement (APA) because the defendant was the prevailing party and under the fee-shifting clause of the agreement, the prevailing party was entitled to an award of attorney fees and plaintiff’s amendments to the complaint to remove references relying on the APA for liability did not alter that the APA governed the parties’ transaction. Eagle Jets, LLC v. Atlanta Jet, Inc., 321 Ga. App. 386, 740 S.E.2d 439, 2013 Ga. App. LEXIS 321 (2013).

Research References & Practice Aids

RESEARCH REFERENCES Am. Jur. 2d.

17 Am. Jur. 2d, Contracts, § 240 et seq.

C.J.S.

17A C.J.S., Contracts, § 294 et seq.

ALR.

Construction of contract as regards services contemplated by it where attorney claims compensation in addition to amount named therein, 2 A.L.R. 844.

Punctuation as affecting construction of contract, 3 A.L.R. 1062.

Construction and application of provision of construction contract as regards retention of percentage of current earnings until completion, 107 A.L.R. 960.

Right of architect or engineer to construe building or construction contract, 137 A.L.R. 530.

Validity and construction of contract for exclusive representation of persons participating in, or connected with, entertainment enterprises, 175 A.L.R. 617.

Question whether oral statements amount to express warranty, as one of fact for jury or of law for court, 67 A.L.R.2d 619.

Admissibility of extrinsic evidence to identify person or persons intended to be designated by the name in which a contract is made, 80 A.L.R.2d 1137.

Waiver of, or estoppel to assert, substantive right or right to arbitrate as question for court or arbitrator, 26 A.L.R.3d 604.

Division of opinion among judges on same court or among other courts or jurisdictions considering same question, as evidence that particular clause of insurance policy is ambiguous, 4 A.L.R.4th 1253.

Hierarchy Notes:

O.C.G.A. Title 13

O.C.G.A. Title 13, Ch. 2