Allen v. SEA GARDENS SEAFOOD, INC.
290 Ga. 715
| Ga. | 2012Background
- Sea Gardens petitioned to quiet title in 2007, naming Allen and Littlefield as the only adverse claimants.
- Sea Gardens then filed a declaratory judgment action seeking ownership of a dock adjacent to the property.
- At a pretrial conference the parties reached a settlement memorialized in a handwritten outline signed by the parties and their lawyers.
- Under the settlement, the property line was agreed, the dock was apportioned, and Appellants agreed to pay Sea Gardens $50,000 within 60 days, with the agreement conditioned on obtaining any necessary permits.
- A draft consent judgment drafted by Sea Gardens’ counsel contained different language transforming the permit condition into a term of the judgment; appellants did not sign the consent judgment, and Sea Gardens’ counsel signed it alone.
- The trial court entered the consent judgment in accordance with Sea Gardens’ draft, but the parties did not actually agree to all terms, prompting vacatur and remand by the Georgia Supreme Court.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether a consent judgment can be entered when not all terms are agreed | Allen: no full agreement to all terms | Sea Gardens: consent judgment enforceable as settlement | Consent judgment invalid; vacated and remanded |
| What is the proper interpretation of the permit provision | Provision is a condition precedent to the agreement | Provision functions as a term requiring permits for actions under the agreement | Plain language requires the permit condition to precede the agreement; trial court erred in treating it as a mere contractual term; remand for proper enforcement consideration. |
Key Cases Cited
- Leventhal v. Cumberland Dev., LLC., 267 Ga.App. 886 (2004) (consent orders require mutual agreement by the parties)
- Triple Eagle Assocs., Inc. v. PBK, Inc., 307 Ga.App. 17 (2010) (enforcement of settlement agreements; de novo standard)
- Horwitz v. Weil, 275 Ga. 467 (2002) (contract interpretation; consideration of attendant circumstances)
- Greenwald v. Kersh, 275 Ga.App. 724 (2005) (no secret intent; enforce plain meaning)
- Arrow Exterminators, Inc. v. Gates Condo. Homeowners Assn., 294 Ga.App. 620 (2008) (court must enforce contracts as made; not rewrite)
- General Steel, Inc. v. Delta Bldg. Systems, Inc., 297 Ga.App. 136 (2009) (conditions precedent must be enforced if the language creates them)