Brazeal v. Newpoint Media Group, LLC
331 Ga. App. 49
| Ga. Ct. App. | 2015Background
- Brazeal was hired as NewPoint’s CFO under a one-year renewable employment agreement (automatic 12-month renewals unless 90 days’ written non‑renewal notice given).
- Section 6 allowed NewPoint to terminate employment during a term with 30 days’ notice “with or without Cause”; Section 7 promised nine months’ severance if the company terminated the employee “without Cause.”
- NewPoint gave timely 90‑day written notice declining to renew Brazeal’s initial term; his employment ended at the term’s expiration. NewPoint did not pay severance.
- Brazeal sued for breach of contract seeking nine months’ severance, arguing the contract was ambiguous and “termination” in Section 7 includes non‑renewal. NewPoint argued the contract plainly distinguishes non‑renewal from termination without cause.
- Trial court granted NewPoint’s motion for summary judgment and denied Brazeal’s; Brazeal appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether non‑renewal under Section 1 of the Agreement is a “termination … without Cause” that triggers Section 7 severance | Brazeal: contract ambiguous; “termination” broadly includes non‑renewal; parol evidence supports his view | NewPoint: contract unambiguously treats non‑renewal (Section 1) and termination without cause (Section 6) as distinct; severance applies only to the latter | Court: Held non‑renewal and termination without cause are distinct; severance not owed on non‑renewal |
| Whether the contract language is ambiguous so parol evidence may be considered | Brazeal: absence of a defined “termination” creates ambiguity; outside evidence (negotiations, summary of terms) admissible | NewPoint: the Agreement is clear when read as a whole; parol evidence barred for an unambiguous contract | Court: Contract is clear; parol evidence excluded |
| Effect of the phrase “Notwithstanding Section 1” at the start of Section 6 | Brazeal: phrase means “in spite of” Section 1 and thus Section 7 severance applies if NewPoint ends relationship without cause even if by non‑renewal | NewPoint: phrase preserves the company’s right to terminate during a term despite Section 1’s renewal rules; it does not import Section 7 into Section 1 | Court: Agreed with NewPoint’s construction; phrase does not rewrite the contract to extend severance to non‑renewal |
| Whether the trial court’s summary judgment/disposition of related procedural motions was proper | Brazeal: appeals denial of his summary judgment and challenges dismissal rulings | NewPoint: cross‑motion for summary judgment appropriate; dismissal moot because summary judgment disposed of same claims | Court: Affirmed summary judgment for NewPoint; dismissal ruling moot; other claims (implied covenant) not yet ruled on and not ripe for appeal |
Key Cases Cited
- Kushner v. Southern Adventist Health & Hosp. System, 151 Ga. App. 425 (1979) (where contract separates nonrenewal and in‑term termination, they are not synonymous)
- Municipal Elec. Auth. of Ga. v. Gold‑Arrow Farms, 276 Ga. App. 862 (2005) (contract interpretation is a question of law absent irresolvable ambiguity)
- Auto‑Owners Ins. Co. v. Parks, 278 Ga. App. 444 (2006) (failure to include language in a contract provision can be presumed a considered choice)
- Clarke v. Fanning, 127 Ga. App. 86 (1972) (parol evidence cannot alter an unambiguous written contract)
- Record Town v. Sugarloaf Mills L.P. of Ga., 301 Ga. App. 367 (2009) (definition and meaning of “notwithstanding” in contract construction)