King v. Genon Energy Holdings, Inc.
323 Ga. App. 451
Ga. Ct. App.2013Background
- King filed a breach of contract suit against GenOn Energy Holdings (formerly Mirant) seeking severance.
- Trial court granted GenOn summary judgment.
- On appeal, King challenged transfer to superior court and the summary judgment on severance.
- The transfer issue was not preserved for review, as King acquiesced to transfer and did not object below.
- The contract defined King’s severance eligibility, hinging on employment with Marubeni and its affiliates within two years of the sale; the definition of affiliates was unclear.
- King’s employment remained continuous with another Marubeni affiliate after MCPH ended, exceeding the two-year window, so no severance was due.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the transfer to superior court was reviewable | King argues trial court error in transfer. | GenOn contends no appellate review since King did not object. | Transfer issue not reviewable due to acquiescence. |
| Whether King is entitled to severance under the contract | King asserts termination within two years triggered severance. | King remained employed by affiliates beyond two years; no trigger. | No severance; continuous employment with affiliates exceeded two-year period. |
| Whether the contract meaning of 'affiliates' was clear | Affiliates included entities closely related; King entitled to severance. | Affiliates defined by ownership; factual dispute resolved as per contract. | Term 'affiliates' (as used) found to be clear enough; Marubeni TAQA and MCPH are affiliates. |
| Whether the counterclaim for reformation was properly reviewed | King sought summary judgment on reformation. | Trial court denied as moot; appeal limited to record. | Issue not reviewable; merits not reached. |
Key Cases Cited
- Hart v. Groves, 311 Ga. App. 587 (2011) (correction of errors; no review without trial court ruling)
- Lamb v. Javed, 303 Ga. App. 278 (2010) (acquiescence bars later appeal of error)
- Zurich American Ins. Co. v. Heard, 321 Ga. App. 325 (2013) (summary judgment standard; de novo review)
- McGonigal v. McGonigal, 294 Ga. App. 427 (2008) (scope of review when trial court denies motion as moot)
- Harkins v. CA 14th Investors, 247 Ga. App. 549 (2001) (dictionary meaning of affiliate used in contract interpretation)
- Burns v. Reves, 217 Ga. App. 316 (1995) (contract construction is a question of law suitable for summary judgment)
- Global Ship Systems v. Continental Cas. Co., 292 Ga. App. 214 (2008) (contract meaning; use of ordinary meaning from dictionaries)