Greenberg Farrow Architecture, Inc. v. Jmls 1422, LLC
339 Ga. App. 325
| Ga. Ct. App. | 2016Background
- In 1996 John Marshall Law School (John Marshall) and Anvil entered a Reciprocal Easement Agreement (REA) allocating use of a parking deck: Anvil had 120 spaces "at no additional charge" and profits of parking operations were to be split 67% to John Marshall and 33% to Anvil; maintenance/security and other expenses were also allocated.
- Ownership changed: JMLS acquired John Marshall’s rights in 2003; Greenberg Farrow acquired condo units in the 1430 Building in 2007 and thereby obtained part of Anvil’s parking rights.
- Dispute arose when JMLS demanded payment from Greenberg Farrow for taxes/expenses and disabled parking cards, asserting Greenberg Farrow owed $16,474.48 as its pro rata share; Greenberg Farrow sued two days later.
- Central contractual question: whether the REA’s phrase "profits of operations relating to the parking lot" includes revenue from all non-easement spaces (including leases to the Law School) or is limited to transient/third-party parking revenue.
- Trial court found the REA ambiguous, relied on extrinsic evidence to limit "profits" to transient parking revenue, and held Greenberg Farrow waived its right to contest that interpretation; granted JMLS partial summary judgment on breach of contract and declaratory relief but not conversion (Greenberg Farrow did not contest conversion on appeal).
- The Court of Appeals reversed summary judgment on breach of contract and declaratory judgment, holding the REA unambiguous (profits cover operations of the deck except the 120 spaces) and that waiver was not established as a matter of law; affirmed summary judgment on conversion.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Scope of "profits of operations relating to the parking lot" | Profits include revenue from all parking operations except the 120 easement spaces (i.e., includes spaces leased to the Law School) | Phrase ambiguous; should be construed by extrinsic evidence to mean only transient/third‑party parking revenue | REA unambiguous: profits cover all deck operations except use of the 120 easement spaces; extrinsic evidence excluded |
| Use of parol/extrinsic evidence | Not needed because contract language is clear | Permitted because clause is ambiguous | Court held language plain; parol evidence improper to vary it |
| Waiver by plaintiff for failing to challenge accounting practices earlier | Greenberg Farrow did not know of JMLS’s accounting treatment until later and did not intentionally relinquish known rights | Greenberg Farrow acquiesced by participation and silence; waiver as matter of law | Waiver not established as matter of law; factual dispute exists, so summary judgment improper |
| Declaratory judgment remedy after breach ruling | Entitled to declaratory relief resolving parties’ rights under REA | Trial court deemed declaratory claim moot if breach resolved | Reversed trial court’s dismissal of declaratory claim along with breach claim |
Key Cases Cited
- Home Builders Ass’n of Savannah v. Chatham Cty., 276 Ga. 243 (Ga. 2003) (summary judgment standard and de novo review)
- Mun. Elec. Auth. v. Gold-Arrow Farms, Inc., 276 Ga. App. 862 (Ga. Ct. App. 2005) (contract interpretation rules and parol evidence limits)
- Am. Nat’l Prop. & Cas. Co. v. Amerieast, Inc., 297 Ga. App. 443 (Ga. Ct. App. 2009) (dictionary definitions and ordinary meaning in contract construction)
- Parking Deck, LLC v. Anvil Corp., 259 Ga. App. 1 (Ga. Ct. App. 2002) (background litigation concerning ownership and easement rights in the same property)
- AAF-McQuay, Inc. v. Willis, 308 Ga. App. 203 (Ga. Ct. App. 2011) (waiver principles and evidentiary burden)
- Vratsinas Constr. Co. v. Triad Drywall, LLC, 321 Ga. App. 451 (Ga. Ct. App. 2013) (waiver may be shown by conduct but must be clear and unmistakable)
- Eckerd Corp. v. Alterman Props., Ltd., 264 Ga. App. 72 (Ga. Ct. App. 2003) (lack of diligence does not automatically establish waiver)