Grange Mutual Casualty Co. v. Woodard
300 Ga. 848
| Ga. | 2017Background
- 2014 auto collision: Anna Woodard died; Boris and Susan Woodard and Boris made claims against driver Dempsey, insured by Grange (policy limits $50,000/$100,000). Woodards retained counsel Peagler.
- Peagler sent a Pre‑Suit Offer under OCGA § 9‑11‑67.1 demanding the $100,000 policy limit and included several conditions labeled "essential elements of acceptance," including written acceptance, affidavits, and timely payment within 10 days after written acceptance.
- Grange sent a written acceptance before the 30‑day deadline and later transmitted affidavits and settlement checks; administrative/addressing errors delayed physical receipt of checks; Woodards’ counsel returned the checks and refused to treat the insurer’s written acceptance as binding.
- Grange sued for breach/specific performance in federal court; cross‑motions for summary judgment produced a certified question set to the Georgia Supreme Court about interpretation of OCGA § 9‑11‑67.1.
- Georgia Supreme Court held that § 9‑11‑67.1 does not bar a claimant from conditioning acceptance of a Pre‑Suit Offer on performance (including timely payment), answering in the affirmative that the statute permits unilateral/performance‑acceptance contracts, but declined to apply that legal rule to the specific facts (left factual application to the Eleventh Circuit).
Issues
| Issue | Plaintiff's Argument (Woodard) | Defendant's Argument (Grange) | Held |
|---|---|---|---|
| Whether a Pre‑Suit Offer may require performance (e.g., payment) as a condition of acceptance | Offer can require timely payment and other acts as essential elements of acceptance | Statute requires only written acceptance of the five enumerated terms; additional conditions that make acceptance contingent on performance are void | Held: OCGA § 9‑11‑67.1 permits requiring performance (unilateral acceptance); written acceptance may be necessary but not always sufficient |
| Whether OCGA § 9‑11‑67.1 permits unilateral contracts (acceptance by performance) | Yes — common‑law contract principles allow offers to be accepted by acts; statute does not displace that | No — subsection (b) contemplates written acceptance as creating settlement, so unilateral schemes conflict with text | Held: Yes — statute does not preclude unilateral contracts; offeror may demand acceptance by performance |
| Whether § 9‑11‑67.1 allows conditioning acceptance on timely payment | Yes — subsection (g) acknowledges payment deadlines and statute does not forbid conditioning acceptance on payment (subject to minimum 10 days after written acceptance) | No — subsection (g) contemplates payment only after written acceptance; conditioning acceptance on payment would render (g) meaningless | Held: Court concluded statute does not preclude demanding timely payment as a condition of acceptance (but declined to resolve fact application) |
| Whether the Georgia Supreme Court would decide if a binding settlement existed and remedies for breach under these facts | Woodards: No binding settlement because Grange failed to satisfy payment condition | Grange: Written acceptance satisfied acceptance requirement; any payment delay was performance issue not formation | Held: Court declined to decide these specific factual questions and remanded to Eleventh Circuit to apply the legal holdings to the record |
Key Cases Cited
- Deal v. Coleman, 294 Ga. 170 (statutory construction principles)
- Frickey v. Jones, 280 Ga. 573 (acceptance must be unconditional; conditions construed as counteroffers)
- Southern Gen. Ins. Co. v. Holt, 262 Ga. 267 (insurer bad‑faith duty context for policy‑limits demands)
- Douglas v. Austin‑Western Road Mach. Co., 180 Ga. 29 (offers may contemplate acceptance by act)
- Jackson Elec. Membership Corp. v. Ga. Power Co., 257 Ga. 772 (discussion of mutuality and bilateral vs. unilateral contract concepts)
- Humphreys v. State, 287 Ga. 63 (common law remains unless changed by statute)