Grand Master Contracting, LLC v. Lincoln Apartment Management Ltd. Partnership
314 Ga. App. 449
Ga. Ct. App.2012Background
- Grand Master contracted Sept.–Oct. 2008 to provide goods and services for renovating Woodchase Village Apartments.
- Lincoln required vendors to sign a Vendor Insurance Requirements Agreement (VIRA) stating the owner, not Lincoln, is responsible for payments.
- Grand Master’s field manager signed the VIRA on Aug. 20, 2008; Terrell Mill Associates is the owner and Terrell Mill appears as the certificate holder.
- Foreclosure of the Apartment Complex occurred after work was performed; Grand Master claimed $59,758 due for unpaid invoices.
- Trial court granted summary judgment for appellees on the open account and fraudulent misrepresentation claims, citing the VIRA’s allocation of payment to the owner.
- Appellees argued they acted only as agents for the owner; Grand Master contends liability could attach to Lincoln via agency disclosure.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether VIRA governs liability for payment. | Grand Master argues Lincoln may be liable as agent for owner. | Lincoln relies on VIRA concluding owner pays; Lincoln not liable. | No liability for Lincoln; VIRA unambiguously assigns payment to owner. |
| Whether there is a genuine issue of fact on fraudulent misrepresentation. | Grand Master asserts Lincoln knew owner could not pay. | Lincoln argues no evidence of scienter; owner funded obligations historically. | Summary judgment affirmed; lack of evidence of Lincoln's knowledge of nonpayment. |
| Whether Grand Master was bound by the VIRA terms despite not reading it. | Grand Master contends it may not have known contents. | Grand Master is bound by terms regardless of reading. | Grand Master bound; knowledge of terms not required for enforcement. |
Key Cases Cited
- Arko v. Cirou, 305 Ga.App. 790 (2010) (agency disclosure principles in Georgia)
- Hunter Turnkey, Inc. v. Pilot Properly Co., 210 Ga.App. 365-366 (1993) (failure to disclose principal to contractor—relevant to agency theory)
- Redi-Floors, Inc. v. Sonenberg Co., 254 Ga.App. 615 (2002) (agency disclosure issue in contract with apartment owner)
- City of Pembroke v. Hagin, 194 Ga.App. 642 (1990) (support for enforcing contracts on terms available between parties)
- Arp v. United Community Bank, 272 Ga.App. 331 (2005) (summary judgment standards and essential elements of claims)
- Catrett v. Landmark Dodge, 253 Ga.App. 639 (2002) (fraud elements and reliance considerations)
- Arko v. Cirou, 305 Ga.App. 790 (2010) (agency principles and contract liability)
- Alston & Bird LLP v. Mellon Ventures II, L.P., 307 Ga.App. 640 (2010) (summary judgment standards and evidentiary burden)