Just Scott Designs, Inc., d/b/a Frills ’N Fancies (“Just Scott”), brought this action against Mori Lee, LLC alleging that Mori Lee breached a settlement agreement and seeking specific performance.
On appeal from a grant of summary judgment, we conduct a de novo review of the evidence to determine if there exists a genuine issue of material fact and whether the undisputed facts, viewed in the light most favorable to the nonmoving party, entitle the movant to a judgment as a matter of law.
(Citation and punctuation omitted.) Capital Color Printing v. Ahern,
Sо viewed, the record shows that Just Scott is in the business of selling ladies formal wear at its retail store in Statesboro, Georgia. Mori Lee is an out-of-state manufacturer and distributor of ladies formal wear, including prom and wedding dresses. Over the course of several years, Just Scott purchased approximately 1,200 dresses from Mori Lеe. Just Scott ordered both prom and wedding dresses pursuant to Mori Lee’s policy that a retailer order both lines of dresses if the retailer sold both types of dresses.
In early 2011, Just Scott ordered a number of prom and wedding dresses pursuant to Mori Lee’s policy. After placing the order, Just Scott discovered that Mori Lee hаd allowed some retailers to be exempt from its requirement that the retailer buy a wedding dress if it ordered a prom dress. In May 2011, more than five days after receiving its order of prom and wedding dresses, Just Scott returned the bridal packages and sent an e-mail to Mori Lee explaining that it wished to rescind its order of wedding dresses, that it hаd returned the dresses, and that it expected a refund. In its e-mail, Just Scott stated that Mori Lee’s sales representative had provided incorrect information that it was required to purchase both prom and wedding dresses from Mori Lee.
In response, Mori Lee stated that the sales representative accurately conveyed Mori Lee’s policy, it would not accept unauthorized returns,
The vice president of operations for Mori Lee averred that it never actually hired an attorney to collect on the account, but rather, it hired a collection agency, Account Management Systems (“AMS”). In August 2011, Just Scott was contacted by the Law Offices of Ross Gelfand, which had been retained by AMS, regarding an attempt to collect the amount owed to Mori Lee. Just Scott contacted its attorney, who worked with Ross Gelfand to settle the dispute. Just Scott’s attorney made an offer to Ross Gelfand to provide full payment of the debt in exchange for becoming a distributor of Mori Lee’s prom dresses without the requirement to order and sell Mori Lee’s wedding dresses. This offer was communicated from Ross Gelfand to AMS, and AMS agreed to the settlement terms. Just Scott’s attorney then sent Ross Gelfand a letter, dated October 19, 2011, memorializing the purported settlement agreement. A check for $2,182.54 was enclosed with that letter, along with instructions that if Ross Gelfand disputed any of the terms of the agreement, it should not negotiate the enclosed check, because negotiation of the check would constitute confirmation of the settlement terms. The $2,182.54 check, which was made payable to Mori Lee, was subsequently deposited.
Mori Lee subsequently received a check for $1,527.70, after deduction of AMS’s fee, and representatives from Mori Lee claimed that they did not learn of the settlement agreement until sometime in December 2011. The vice president of operations for Mori Lee averred that Mori Lee was not involved in the settlement discussions between AMS and its attorney, Ross Gelfand. The vice president also stated that, had he been asked, he would not have agreed to waive Mori Lee’s policy requiring Just Scott to purchase both prom and wedding dresses. Mori Lee subsequently refused to ship an order placed by Just Scоtt, and the instant lawsuit ensued.
1. On appeal, Mori Lee contends that the trial court erred in granting Just Scott’s partial motion for summary judgment and denying its partial motion for summary judgment because the evidence showed that Ross Gelfand did not have the authority to enter into a distributorship agreement or change the company’s purchase policy. Since factual questions remain, we conclude that neither party was entitled to summary judgment.
“As a general rule, the question of authority to do an act, when it is to be determined from disputed facts or undisputed facts from which conflicting inferences may be drawn, must be decided by the jury as a question of fact or аs a question of mixed fact and law.” (Citation omitted.) Atlanta Limousine Airport Svcs. v. Rinker,
An agency relationship may arise by implication as well as by express authority, and agency may be proved by circumstantial evidence. Agency may result where one party has apparent authority to effect the legal relations of another party by transаctions with a third party, but it must be emphasized that apparent authority to do an act is created as to a third person when the statements or conduct of the alleged principal reasonably cause the third person to believe that the principal consents to have the act done on his behalf by the purported agent.
(Citations and punctuation omitted.) Hinely v. Barrow,
shall be construed to include all necessary and usual means for effectually еxecuting it. Private instructions or limitations not known to persons dealing with a general agent shall not affect them. In special agencies for a particular purpose, persons dealing with the agent should examine his authority.
may be established by the prinсipal’s conduct and course of dealing, and if one holds out another as his agent, and by his course of dealing indicates that the agent has certain authority, and thus induces another to deal with his agent as such, he is estopped to deny that the agent has any authority which, as reasonably deducible from the conduct of thе parties, the agent apparently has.
(Citation and punctuation omitted.) Id.
It is well established that an attorney-client relationship is that of a principal and agent. See Anaya v. Coello,
an attorney who has an attorney-client relationship with a party has apparent authority to enter into [a settlement] agreement on behalf of his client and the agreement is enforceable against the client by other settling parties. This authority is determined by the contract between the attorney and the client and by instructions given the attorney by the client, and in the absence of express restrictions the authority may be considered plenary by the court and opposing parties unless the authority is limited by the client and that limitation is communicated to opposing parties.
(Citations and punctuation omitted.) Id.
Here, therе are questions of fact regarding Ross Gelfand’s authority to enter into a settlement agreement on behalf of Mori Lee. While Mori Lee representatives averred that Mori Lee did not hire Ross Gelfand as its attorney and that Ross Gelfand was not authorized to enter into the distributorship agreement at issue, an agency relаtionship was nevertheless created as a matter of law because the evidence showed that Mori Lee never formally assigned the right to collect the debt to a collection agency,
Although an attorney-client relationship existed in this case, this does not end the inquiry, because an attorney’s authority is limited to the particular purpose for which he was retained. See Addley v. Beizer,
2. Mori Lee also contends that, even if Ross Gelfand had the authority to enter into the distributorship agreement on its behalf, the agreement was not binding because it lacked essential terms. We disagree.
For a settlement agreement to be enforceable,
the parties must agree on all material terms, and those terms cannot be incomplete, vague, uncertain or indefinite. In considering whether a contract is unenforceable, however, a trial court must bear in mind that the law leans against the destruction of contracts on the ground of uncertainty, and the uncertainty and indefiniteness аt issue must be “extreme” to warrant the conclusion that a contract cannot be enforced____It is unnecessary that a contract state definitively and specifically all facts in detail to which the parties may be agreeing, but as to such matters, it will be sufficiently definite and certain if it contains matters which will enable the courts, under proper rules of construction, to ascertain the terms and conditions on which the parties intended to bind themselves. This is particularly true with respect to settlement agreements, which are highly favored under the law and will be upheld whenever possible as a means of resolving uncertainties and preventing lawsuits.
(Punctuation and footnotes omitted.) Triple Eagle Assoc. v. PBK, Inc.,
While Mori Lee argues that the settlement agreement was uncertain, it points to no ambiguity or essential element that is missing. The settlement agreement clearly provided that in exchange for Just Scott’s full payment of its debt, it would resume its business relationship with Mori Lee, with the exception that Mori Lee would no longer impose its requirement that Just Scott purchase wedding dresses. The agreement also provided that this arrangement would continue for as long as both parties conducted business, and this indefinite duration did not render the agreement void. See Alexis, Inc. v. Werbell,
3. Just Scott argues that even if Ross Gelfand did not have the authority to enter into a settlement agreement, it was nevertheless entitled to summary judgment because Mori Lee ratified Ross Gelfand’s actions. We disagree.
It has long been the law in Georgia that a ratification by the principal relates back to the act ratified, and takes effect as if originally authorized. A ratification may be express, or implied from the acts or silence of the principal. Where a principal is informed by his agent of what he has done, the principal must express his dissatisfaction within a reasonable time, otherwise his assent to his agent’s acts will be presumed. Unless the principal repudiates the act promptly or within a reasonable time, a ratification will be presumed. But in order for a ratification to be binding, the principal must have had full knowledge of all material facts.
(Footnotes omitted.) Merritt v. Marlin Outdoor Advertising,
Here, Just Scott’s offer was memorialized on October 19, 2011, when it sent a settlement check and a letter to Ross Gelfand confirming the details of the purported settlement agreement. The check was cashed shortly thereafter. While Mori Lee learned on November 4, 2011 that Just Scott’s account had been paid in full and received funds less than two weeks later, Mori Lee averred that it did not learn of the full terms of Just Scott’s settlement offer until sometime in December 2011. The record is silent as to Mori Lee’s subsequent course of action.
Just Scott argues that Mori Lee ratified the purported agreement because it did not attempt to rescind the agreement until more than six months after it learned of its existеnce. Whether Mori Lee acted within a reasonable time to repudiate Ross Gelfand’s actions is a matter for the jury to determine. See Klingbeil, supra,
Since there are factual questions as to whether Mori Lee authorized Ross Gelfand to accept Just Scott’s distributorship offer or whether Mori Lee subsequently ratified Ross Gelfand’s acceptance, neither party has established that they were entitled to summary judgment. Accordingly, we affirm the denial of Mori Lee’s partial motion for summary judgment and reverse the grant of partial summаry judgment to Just Scott.
Judgment affirmed in part and reversed in part.
Notes
Just Scott also alleged that Mori Lee breached a contract and committed fraud.
Mori Lee’s return policy provided that all returns must be made within five days of receipt.
“Aparty may assign to another a contractual right to collect payment, including thе right to sue to enforce the right. But an assignment must be in writing in order for the contractual right to be enforceable by the assignee.” (Citation and punctuation omitted.) Arrow Financial Svcs. v. Wright,
Although Just Scott alleges that Mori Lee accepted its subsequent order and promised to deliver the requested dresses by February 28,2012, Just Scott points to no evidence supporting this allegation.