Oklahoma Gaming Ventures, Inc. v. Pct Holdings, LLC
340 Ga. App. 120
| Ga. Ct. App. | 2017Background
- PCT Holdings (successor to Kodiak Gaming Ventures) owned licensed slot-machine software used by Oklahoma Gaming under prior agreements.
- Disputes over payments led Kodiak in 2009 to demand full payment and instruct Oklahoma Gaming to stop using the software; Kodiak later terminated the agreements when payments were not made.
- PCT acquired Kodiak’s assets and sued Oklahoma Gaming for breach, unpaid amounts, and operation beyond disclosed dates; Oklahoma Gaming made a partial payment during litigation.
- At bench trial, PCT sought past-due contract payments and an injunction requiring removal of its software; Oklahoma Gaming argued PCT had waived strict payment terms by accepting late payments.
- The trial court awarded PCT $4,910.55 for additional months of operation, found termination justified, and enjoined Oklahoma Gaming from using PCT’s software.
- Oklahoma Gaming appealed, contending the parties had mutually departed from the contract payment terms, invoking OCGA § 13-4-4; the Court of Appeals affirmed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the parties mutually departed from the contract’s payment schedule, triggering a requirement of notice before enforcing strict terms | PCT: No mutual departure; it insisted on timely payments and protested late payments | Oklahoma Gaming: Acceptance of late payments showed mutual disregard, so PCT had to give notice to insist on strict compliance | Court: No mutual departure; factfinder reasonably found PCT regularly requested timely payment, so termination/enforcement proper |
| Whether PCT’s termination of the contract was justified | PCT: Termination proper because of breaches and unpaid amounts | Oklahoma Gaming: Termination unjust because prior conduct waived strict payment obligations | Court: Termination justified based on lack of mutual waiver |
| Entitlement to injunctive relief to remove software | PCT: Injunction appropriate to stop unauthorized use beyond license | Oklahoma Gaming: Contested basis given alleged waiver and payments | Court: Injunction ordered; PCT entitled to removal of its software |
| Amount owed for additional months of operation | PCT: Additional revenue owed for extended operation | Oklahoma Gaming: Disputed timing/amounts | Court: Awarded $4,910.55 to PCT for extra months |
Key Cases Cited
- Realty Lenders, Inc. v. Levine, 286 Ga. App. 326 (bench-trial evidence viewed in favor of factfinder)
- Duncan v. Lagunas, 253 Ga. 61 (departure from contract requires mutual and intended change to original agreement)
- Continental Cas. Co. v. Union Camp Corp., 230 Ga. 8 (determination of mutual departure is fact question)
- Pierre v. St. Benedict’s Episcopal Day School, 324 Ga. App. 283 (mutual departure is for factfinder)
- First Union Nat. Bank of Ga. v. Davies-Elliott, Inc., 215 Ga. App. 498 (same)
- Phoenix Air Conditioning Co. v. Towne House Developers, Inc., 124 Ga. App. 782 (acceptance of late payments alone does not establish mutual departure)