Triple Eagle Associates, Inc. v. Pbk, Inc.
307 Ga. App. 17
| Ga. Ct. App. | 2010Background
- Triple Eagle sued Seller Defendants for the return of $1,000,000 and damages related to failure to close on Development Property.
- In open court, counsel announced a settlement: Seller Defendants would pay Triple Eagle $1.3 million upon sale of the action’s property, with 4% interest, secured by a second mortgage, and dismissal without prejudice subject to tolling if the property could not be marketed timely.
- Earnest money previously deposited ($1.5 million) was partially allocated to Frontage Property and Development Property; the Frontage Property closed, but Development Property did not.
- The settlement contemplated a tolling agreement allowing reassertion if marketing of the property failed within a reasonable period; Triple Eagle sought deed to secure debt to implement the settlement.
- The trial court held the settlement vague and unenforceable and canceled a lis pendens; Triple Eagle appealed to enforce the agreement and reinstate the lis pendens.
- On appeal, the Georgia Court of Appeals reviewed de novo and held the settlement enforceable, reversing the trial court’s rulings.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Is the open-court settlement enforceable despite definitional terms? | Triple Eagle argues terms are definite and enforceable. | Seller Defendants contend terms were vague and uncertain. | Enforceable; terms sufficiently definite to construe and enforce. |
| Are the terms 'marketed' and 'suitable period of time' sufficiently definite? | Marketed means the ultimate sale of the property within a reasonable period. | Ambiguity renders the agreement uncertain. | Definite under contract interpretation; time is reasonable. |
| What is the effect of payment upon sale of the property for $1.3 million? | Payment obligation arises upon sale; no price threshold required. | Uncertainty about whether sale price affects payment. | Payment upon sale is unambiguous and enforceable. |
| What is the scope of 'property that is the subject of the action' for the lien/second mortgage? | Refers to Seller Defendants’ parcels identifiable in pleadings. | Could extend to third-party parcels. | Refers to Seller Defendants’ parcels; third-party parcels not implicated. |
Key Cases Cited
- Ruskin v. AAF-McQuay, Inc., 284 Ga.App. 49 (2007) (settlement terms need not specify every fact if terms are sufficiently definite)
- Key v. Naylor, 268 Ga.App. 419 (2004) (duration and payment terms can be vague in employment contracts)
- Lemming v. Morgan, 228 Ga.App. 763 (1997) (partnership terms may be vague when defining transfer conditions)
- Livoti v. Aycock, 263 Ga.App. 897 (2003) (ambiguity in instruments resolved by contract construction rules)
- Read v. GHDC, Inc., 254 Ga. 706 (1985) (contract enforceability without explicit time for performance)
- Kreimer v. Kreimer, 274 Ga. 359 (2001) (when construing contracts, uphold the contract if possible)
- Lay Bros. v. Golden Pantry Food Stores, 273 Ga.App. 870 (2005) (ambiguity resolved in favor of enforceability when terms are express)
- State Farm Mut. Auto. Ins. Co. v. Staton, 286 Ga. 23 (2009) (clarity of contract terms governs enforceability)