Newell Recycling of Atlanta, Inc. v. Jordan Jones & Goulding, Inc.
317 Ga. App. 464
Ga. Ct. App.2012Background
- JJ&G designed an automobile shredding facility for Newell and sent a Draft Scope of Work along with August 15 and August 22, 1997 letters enclosing the draft.
- The August 15 letter stated Newell input would be sought and a budget estimate would be developed for tasks outlined in the scope.
- The August 22 letter proposed to perform work on an hourly basis and billed only for completed tasks, with preliminary fee estimates for the first three tasks.
- The parties' writings identified the contract’s parties and reflected assent, but lacked essential consideration and a measurable hourly rate.
- Newell later sued in 2004 for breach of contract and malpractice; the trial court denied summary judgment, but on appeal it was held that the four-year or six-year limitation applied depending on contract writtenness.
- The Supreme Court ultimately held the contract premised on a written agreement existed only if the writings contained a complete writing with consideration.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether writings constitute a contract in writing | Newell argues the letters and draft scope form a written contract. | Jordan Jones contends the writings lack essential terms or consideration to be a written contract. | Not a written contract for limitation purposes. |
| Whether consideration is present in the writings | Newell contends the consideration is implied by hourly billing and estimates. | Jones argues the documents do not specify rates or a calculable consideration. | No discernible consideration; hence not a written contract. |
| Whether essential terms are missing or must be implied | Newell asserts essential terms can be inferred from conduct and invoices. | Jones asserts essential terms cannot be inferred; must be written. | Essential terms not in writing; contract is parol. |
| Which statute of limitations applies | If a written contract exists, six-year period applies. | If not wholly written, the four-year period applies as a contract in parol. | The four-year limitation applies because the contract was not wholly in writing. |
Key Cases Cited
- Newell Recycling of Atlanta v. Jordan Jones & Goulding, 288 Ga. 236 (Ga. 2010) (establishes six-year limit for malpractice premised on a written contract)
- Newell Recycling of Atlanta v. Jordan Jones & Goulding, 299 Ga. App. 294 (Ga. App. 2009) (prior appellate ruling on limitations before Supreme Court reversal)
- Harris v. Baker, 287 Ga. App. 814 (Ga. App. 2007) (consideration must be stated or ascertainable from the contract)
- Jankowski v. Taylor, Bishop & Lee, 154 Ga. App. 752 (Ga. App. 1980) (parol contract implications and four-year limit)
- Newport Timber Corp. v. Floyd, 247 Ga. 535 (Ga. 1981) (consideration essential to enforceable contract)
- LaFarge Bldg. Materials v. Pratt, 307 Ga. App. 767 (Ga. App. 2011) (allowing writings to explain each other requires contemporaneous execution)
- Summerlin v. Beacon Investment Co., 120 Ga. App. 296 (Ga. App. 1969) (contract terms must be ascertainable from the writing)