Del Lago Ventures, Inc. v. Quiktrip Corp.
330 Ga. App. 138
| Ga. Ct. App. | 2014Background
- Bar Lev and Kofer Properties contracted with QuikTrip to sell land in Cobb County for a gas station; a backup contract to Del Lago existed if the QuikTrip deal failed.
- QuikTrip amended the contract multiple times, changing the effective date and adding Kofer as a seller.
- Del Lago filed suit for specific performance, breach, and related relief; QuikTrip counterclaimed for declaratory relief and fees.
- In August 2011, Trotter allegedly gave Bar Lev a termination letter on QuikTrip's behalf; no notice reached the escrow agent, and Trotter later claimed no authority to terminate.
- Del Lago recorded a memorandum asserting the backup contract became effective upon termination; QuikTrip later amended the contract again and proceeded to close with Bar Lev/Kofer.
- The trial court entered summary judgment for QuikTrip; Del Lago appealed, arguing issues related to termination and forged signatures.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Trotter's termination letter constituted substantial compliance | Del Lago asserts termination was effective via substantial compliance. | QuikTrip argues either strict or substantial compliance; no proper notice to escrowed funds. | Genuine issue exists on substantial compliance; summary judgment reversed on this point. |
| Whether forged signatures voided the QuikTrip contract | Del Lago contends forged signatures invalidate the contract. | QuikTrip argues signatures are not sole determiners; ratification may cure defects. | Contract not voided by forgery; ratification可能 via later amendments sustains. |
| Standing of Del Lago to challenge contract | Del Lago seeks declaratory relief based on competing property interests. | Del Lago lacks standing to challenge Kofer/QuikTrip signatures as not a party to the contract. | Del Lago has standing to seek declaratory relief on rights to the property but cannot challenge Kofer Properties' signatures. |
Key Cases Cited
- Carroll v. Bd. of Regents of the Univ. System of Ga., 324 Ga. App. 598 (2013) (clear contract language enforces plain terms; no construction required)
- Rome Healthcare v. Peach Healthcare System, 264 Ga. App. 265 (2003) (substantial vs strict compliance in contract termination)
- Wallick v. Period Homes, Ltd., 252 Ga. App. 197 (2001) (communication of termination information may suffice)
- Thornton v. Kumar, 240 Ga. App. 897 (1999) (termination notices must be properly delivered; strict vs substantial compliance considerations)
- Gruber v. Wilner, 213 Ga. App. 31 (1994) (mutuality can be inferred from performance even without signatures)
- Hendrix v. First Nat. Bank of Savannah, 195 Ga. App. 510 (1990) (principal ratifies unauthorized acts by acceptance of benefits with knowledge)