Moreno v. Smith, 299 Ga. 443

Dolores Moreno acquired residential property in 2004 and gifted Gina a one-half interest in 2007.
Dolores and Gina signed a written document purporting to be a contract under which Gina would buy Dolores’s remaining half for $75,000 payable in $400 monthly installments.
Gina made no payments for several years; Dolores sued for breach of contract and sought an equitable accounting between tenants in common. Dolores later died and her estate continued the suit.
Trial court granted partial summary judgment to Dolores, finding as a matter of law a binding contract, and after a bench trial awarded damages for breach and fair market rent as an accounting adjustment.
On appeal, Gina argued extrinsic evidence showed the parties never intended a binding contract; the Supreme Court of Georgia found genuine factual disputes and reversed/vacated parts of the judgment.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the signed writing constituted a binding, enforceable contract	The written document is a clear, complete contract obligating Gina to pay $75,000	The writing was a sham or nonbinding; extrinsic evidence shows no mutual assent or expectation of payment	Reversed summary judgment—genuine factual dispute exists about mutual assent; case must proceed (no contract as a matter of law)
Admissibility of parol/extrinsic evidence to show no contract	Parol rule bars extrinsic evidence because writing is facially complete	Parol evidence may be used to show no agreement existed (sham/no intent to be bound)	Parol evidence admissible to show no valid agreement; trial court erred in excluding its effect at summary judgment
Measure of damages for alleged breach of contract	Trial court used interest on purchase price from breach to judgment	Gina argued measure should be contract price vs. fair market value at breach	Court did not decide proper measure of damages here because breach is unresolved; vacated damages award
Equitable accounting between tenants in common	Dolores sought fair market rent for her half as adjustment	Gina argued accounting depends on whether a contract existed and that award was premature	Award vacated because accounting depends on existence of contract; remanded for further proceedings

Cox Broadcasting Corp. v. Nat. Collegiate Athletic Assn., 250 Ga. 391 (sets out objective theory for mutual assent)
McReynolds v. Krebs, 290 Ga. 850 (extrinsic evidence may be considered to determine mutual assent)
Quigley v. Jones, 255 Ga. 33 (measure of damages for breach of land-sale contract is contract price minus fair market value)
Fletcher v. C.W. Matthews Contracting Co., 322 Ga. App. 751 (where extrinsic evidence is disputed, assent is generally a jury question)