315 Ga. App. 342
Ga. Ct. App.2012Background
- County funded McGinnis Ferry Road project including right of way and easements from Old Peachtree; 2007 option granted irrevocable purchase rights for 1.867 acres for $1.1M; Old Peachtree warned of inverse condemnation impact via sewer line in Oct. 2007 and conditioned closing on compensation; County notified intent to exercise option in Dec. 2007; May 2009 settlement negotiations produced a counter-offer to purchase 1.867 acres for $1.1M and 15 acres for $4.875M; Old Peachtree orally accepted May 12, 2009; County Attorney authorized to present counter-offer under a Board authorization; June 2, 2009 Board meeting prepared for approval of Purchase and Sale Agreement; August 4, 2009 Board rejected purchase; suit for breach, specific performance, inverse condemnation and fraud ongoing; trial court denied summary judgment, finding potential misrepresentation or change in circumstance; settlement agreement language indicated Board approval would be required at a public meeting but documents suggested formal approval; division of cases on enforceability of settlement and validity of option; this appeal concerns whether the settlement is enforceable, and if the option is enforceable as a fallback.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Is the settlement agreement enforceable? | Old Peachtree argues settlement valid; Board approval not a prerequisite. | County argues lack of Board approval defeats enforceability. | Settlement enforceable; Board approval was a formality, not a condition precedent. |
| Is the 2007 option agreement unenforceable? | Old Peachtree contends option unenforceable due to revocation and lack of consideration. | County argues option valid; settlement controls. | moot after holding settlement enforceable; option issue not reached. |
| Did County authority and notices affect formation? | Old Peachtree contends County lacked authority to bind without Board vote. | County attorney had authority to settle for the Board; mutual promises formed contract. | Authority and mutual promises formed contract; Board vote was a later formality. |
Key Cases Cited
- Jackson Elec. Membership Corp. v. Georgia Power Co., 257 Ga. 772, 364 S.E.2d 556 (1988) (Ga. Supreme Court 1988) (mutually interdependent promises create contract; Board approval is a formality)
- Doe v. Board of Regents, 278 Ga.App. 878, 630 S.E.2d 85 (2006) (Ga. App. 2006) (assignment of settlement terms with implied duty to obtain approval; mutual promises form contract)
- Powerhouse Custom Homes v. 84 Lumber Co., 307 Ga.App. 605, 705 S.E.2d 704 (2011) (Ga. App. 2011) (settlement enforceability requires meeting of minds and identical terms)
- Arrow Exterminators v. Gates Condo. Homeowners Assoc., 294 Ga.App. 620, 669 S.E.2d 421 (2008) (Ga. App. 2008) (enforceability depends on mutual agreement of terms and lack of variance)
- USA Manufacturing Corp. v. Perfection-Schwank, 271 Ga.App. 636, 610 S.E.2d 600 (2005) (Ga. App. 2005) (settlement as contract requires clear offer/acceptance for mutuality)