Martin v. Centre Pointe Investments, Inc.
310 Ga. App. 253
| Ga. Ct. App. | 2011Background
- Centre Pointe leased office space to American (suites 100, 150, 170) and a dispossessory action culminated in a 2008 consent writ of possession.
- A Settlement Agreement was signed Jan 22, 2008 requiring American to remove personalty by 5:00 p.m. Jan 26, 2008, with abandonment provisions and a written-modification clause (Section 6) and entire-agreement clause (Section 7).
- Martin later entered into a Sublease with ATTC (via Lewis) for suite 100, claiming ATTC paid first month’s rent and security deposit; Centre Pointe allegedly did not authorize the sublease.
- Martin contends Harris orally affirmed Centre Pointe’s approval of the Sublease and that the Sublease would be honored; Harris testified he did not know of the Sublease until Jan 26, 2008 and would not honor it.
- Centre Pointe locked suites at 5:00 p.m. Jan 26, 2008; Martin moved some property to storage but could not remove all from suite 100, leading to subsequent negotiations for sale of remaining property.
- Plaintiffs asserted fraud and related claims; trial court granted summary judgment finding Martin’s reliance not justifiable as a matter of law.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Martin’s reliance on Harris’s oral assurances was justifiable | Martin contends reliance on oral assurances was justified. | Centre Pointe argues the Settlement Agreement’s written terms foreclose reliance on oral promises. | Justifiable reliance not established as a matter of law |
| Whether a waiver of the written-modification clause occurred | Martin alleges course of conduct waived writing requirement. | Centre Pointe argues no waiver; all modifications must be in writing. | No waiver proven; reliance still unjustified |
| Whether the Sublease modification could alter the Settlement Agreement | Oral modification sought to expand rights under the Sublease. | Written modification requirement remained intact; no valid oral modification. | Oral modifications not valid to override written terms |
Key Cases Cited
- Potts v. UAP-GA AG CHEM, Inc., 256 Ga. App. 153 (Ga. Ct. App. 2002) (fraud elements; justifiable reliance requires due diligence)
- Reeves v. Edge, 225 Ga. App. 615 (Ga. Ct. App. 1997) (due diligence to prove justifiable reliance)
- Ades v. Werther, 256 Ga. App. 8 (Ga. Ct. App. 2002) (means of ascertainment of facts; jury issues in fraud)
- Vasche v. Habersham Marina, 209 Ga. App. 263 (Ga. Ct. App. 1993) (waiver of written-modification terms via course of conduct)
- American Car Rentals v. Walden Leasing, 220 Ga. App. 314 (Ga. Ct. App. 1996) (contract modification; written-agreement waiver considerations)
- Rubin v. Cello Corp., 235 Ga. App. 250 (Ga. Ct. App. 1998) (de novo review of summary judgment appeals)