A contract is an agreement between two or more parties for the doing or not doing of some specified thing.
(Orig. Code 1863, § 2676; Code 1868, § 2672; Code 1873, § 2714; Code 1882, § 2714; Civil Code 1895, § 3631; Civil Code 1910, § 4216; Code 1933, § 20-101.)
Law reviews.- For article discussing the anachronistic nature of the Georgia Contracts Code as dramatized by comparing the doctrine of consideration as it is formulated in the Restatements of Contracts and in Code 1933, Title 20 (now this title), and the interpretative approach Georgia courts have taken in dealing with such Code, see 13 Ga. L. Rev. 499 (1979). (But see amendments by Ga. L. 1981, p. 876.) For article surveying contract law in 1984-1985, see 37 Mercer L. Rev. 161 (1985).
JUDICIAL DECISIONS
Requisites of an explicit contract are a meeting of the minds of the parties, mutuality, and the clear expression of the terms of the agreement. Jackson v. Easters, 190 Ga. App. 713, 379 S.E.2d 610 (1989).
Consideration.
- Where plaintiff patient sued defendant manufacturer of a surgically implanted medical device, alleging breach of contract, in that manufacturer's representative orally agreed to pay for patient's two prior surgeries, manufacturer's motion for summary judgment under O.C.G.A. §§ 13-1-1 and13-1-5(b) was granted because while the patient submitted email correspondence patient received from representative requesting all bills for surgeries where representative stated a need for record of what it had cost the patient "out of pocket," there was no evidence that consideration was given for the promise. Trickett v. Advanced Neuromodulation Sys., 542 F. Supp. 2d 1338 (S.D. Ga. 2008).
Mere labels are not determinative of legal relationships, even as between parties to the contract. Stewart v. Midani, 525 F. Supp. 843 (N.D. Ga. 1981).
Evidence of an agreement or promise is required to support a claim under a theory of oral contract. Mooney v. Mooney, 245 Ga. App. 780, 538 S.E.2d 864 (2000).
Contract not void for uncertainty unless intention of parties cannot be fairly ascertained and effectuated. Pierson v. General Plywood Corp., 76 Ga. App. 853, 47 S.E.2d 605 (1948).
Parties must have distinct intention common to both and without doubt or difference; until all understand alike, there can be no assent, and, therefore, no contract. Weill v. Brown, 197 Ga. 328, 29 S.E.2d 54 (1944).
If the agreement was merely to reach an agreement, such was not enforceable. Overton Apparel, Inc. v. Russell Corp., 264 Ga. App. 306, 590 S.E.2d 260 (2003).
Agreement must be plainly expressed.
- To be valid, an agreement must be expressed plainly and explicitly enough to show what the parties agreed upon, and an agreement expressed in incomplete or incomprehensive terms cannot be enforced. Patel v. Gingrey Assocs., 196 Ga. App. 203, 395 S.E.2d 595 (1990).
Terms of agreement must be such that neither party can reasonably misunderstand.
- One seeking to establish a contract must establish by proof a contract that is certain, definite, clear, and so precise in its terms that neither party can reasonably misunderstand it, and such proof must establish existence of contract beyond reasonable doubt. Liberty Nat'l Bank & Trust Co. v. Diamond, 229 Ga. 677, 194 S.E.2d 91 (1972).
Offer must be definite enough for court to fix legal liability of parties.
- Where offer is in any case so indefinite as to make it impossible for court to decide just what it means, and to fix exactly the legal liability of parties, its acceptance cannot result in an enforceable agreement. Weill v. Brown, 197 Ga. 328, 29 S.E.2d 54 (1944).
If contract is substantially alleged some mere details may be implied, if implication is warranted by facts and circumstances of particular case. Pierson v. General Plywood Corp., 76 Ga. App. 853, 47 S.E.2d 605 (1948).
When no identification of subject matter, nor agreement upon price, there is no valid contract. North Ga. Lumber Co. v. Lawson, 40 Ga. App. 680, 150 S.E. 865 (1929).
Definition of option contract.
- An option is a contract by which owner of property agrees with another that latter shall have right to buy former's property at fixed price within certain time upon agreed terms and conditions. Jones v. Vereen, 52 Ga. App. 157, 182 S.E. 627 (1935).
Before option contract is completed there must be agreement on terms and conditions. Jones v. Vereen, 52 Ga. App. 157, 182 S.E. 627 (1935).
Agreement to reach agreement is contradiction in terms and imposes no obligation on parties thereto. Wells v. H.W. Lay & Co., 78 Ga. App. 364, 50 S.E.2d 755 (1948).
Contract to enter contract in future ineffective unless all terms and conditions agreed upon.
- Unless all terms and conditions are agreed on, and nothing is left to future negotiations, a contract to enter into a contract in future is of no effect. Wells v. H.W. Lay & Co., 78 Ga. App. 364, 50 S.E.2d 755 (1948).
An agreement merely not to be "unreasonable" in the future is so uncertain, indefinite, and vague that it cannot be an enforceable contract. Patel v. Gingrey Assocs., 196 Ga. App. 203, 395 S.E.2d 595 (1990).
Executive warrant authorizing state treasury to pay money pursuant to appropriation, not a contract.
- Executive warrant upon treasury of state, authorizing payment of money in pursuance of appropriation made by law, is not a contract or in nature of a contract. Fletcher v. Renfroe, 56 Ga. 674 (1876).
Contingency fee contract not found.
- Since it was clear that the parties had not arrived at a meeting of the minds regarding expenses as set forth in a contingency fees provision, no binding contract existed with regard to the parties and the trial court therefore properly entered judgment in favor of withholding defendant. Donohue v. Green, 209 Ga. App. 381, 433 S.E.2d 431 (1993).
Party asserting existence of contract has burden of proving contract's existence and terms. Carter v. Kim, 157 Ga. App. 418, 277 S.E.2d 776 (1981).
One seeking recovery under contract must show all essentials of valid contract are met.
- Burden to show that there had been a contract between itself and defendants as a basis of indebtedness is on plaintiff, and to carry this burden, it is necessary for plaintiff to show, by preponderance of evidence, every necessary essential of a valid contract, which on facts, included acceptance of policies of insurance by defendants after the defendants had unconditionally assented to all terms of contracts. Associated Muts., Inc. v. Pope Lumber Co., 200 Ga. 487, 37 S.E.2d 393 (1946).
Contract unenforceable when parties and scope unclear.- In a Chapter 11 bankruptcy proceeding, the debtor had a valid objection to an allowance of a claim arising from pending state court litigation; an alleged contract was not sufficiently definite to be enforceable because the parties and the scope of the contract were both unclear. In re LJL Truck Ctr., Inc., 299 Bankr. 663 (Bankr. M.D. Ga. 2003).
Estoppel from claiming contract too indefinite to enforce.
- Fact that the creditor bank's promise to forbear setoff lacks term of duration does not render contract too indefinite to enforce, where creditor-bank promised another creditor not to exercise setoff against account of mutual debtor, and then for its benefit breached its promise at first opportunity by exercising setoff after the promisee-creditor had relied on the bank's promise to its detriment. Pepsi Cola Bottling Co. v. First Nat'l Bank, 248 Ga. 114, 281 S.E.2d 579 (1981).
No burden of disproving any essentials of a valid contract rests on defendant. Associated Muts., Inc. v. Pope Lumber Co., 200 Ga. 487, 37 S.E.2d 393 (1946).
Contract may give rise to duties which exceed contract's bounds.- It is possible for a contractual relationship to give rise to a duty which exceeds the bounds of the contract itself. Kaiser Aluminum & Chem. Corp. v. Ingersoll-Rand Co., 519 F. Supp. 60 (S.D. Ga. 1981).
Partnership's exercise of right of first refusal on establishing a second airport motel created a contract. Bouy, Hall & Howard & Assocs. v. Savannah Airport Comm'n, 256 Ga. 181, 345 S.E.2d 349 (1986).
Seller's proposal accepted by buyer was contract.
- Proposal for the furnishing of a model home that specified the parties, the work to be performed, the consideration, the place of performance, and the type of furnishings to be installed, which was accepted by the buyer, constituted a contract under O.C.G.A. § 13-1-1, but questions remained as to whether the contract was breached by the buyer, making summary judgment for the seller improper. Hampton Island Club, LLC v. B2 Creative, Inc., 300 Ga. App. 258, 685 S.E.2d 751 (2009).
Lack of maturity date or interest rate for a loan was not fatal.
- Trial court erred in granting summary judgment to a brother on his sister's claim for repayment of $132,700 she allegedly lent him, with no interest rate or time for repayment specified, following her sale of her business that employed him. The lack of an interest rate and time for repayment was not fatal to the claim. Thomas v. Chance, 325 Ga. App. 716, 754 S.E.2d 669 (2014).
Judgment rendered in action for a tort, growing out of the wrongful conversion of personal property, is not a contract. McAfee v. Covington, 71 Ga. 272, 51 Am. R. 263 (1883).
Cited in Helmer v. Helmer, 159 Ga. 376, 125 S.E. 849 (1924); Friedlander v. Schloss Bros. & Co., 43 Ga. App. 646, 159 S.E. 870 (1931); Smith v. Gholstin, 45 Ga. App. 287, 164 S.E. 217 (1932); Aero Constr. Co. v. Grizzard, 76 Ga. App. 749, 46 S.E.2d 767 (1948); Russell v. Smith, 77 Ga. App. 70, 47 S.E.2d 772 (1948); Gray v. Aiken, 205 Ga. 649, 54 S.E.2d 587 (1949); Reid v. Hemphill, 82 Ga. App. 391, 61 S.E.2d 201 (1950); Flatauer v. Goodman, 84 Ga. App. 881, 67 S.E.2d 794 (1951); Bregman v. Rosenthal, 212 Ga. 95, 90 S.E.2d 561 (1955); Weiss v. Johnson & Johnson Constr. Co., 98 Ga. App. 858, 107 S.E.2d 708 (1959); Peachtree Medical Bldg., Inc. v. Keel, 107 Ga. App. 438, 130 S.E.2d 530 (1963); Weikert v. Logue, 121 Ga. App. 171, 173 S.E.2d 268 (1970); Dowis v. Lindgren, 132 Ga. App. 793, 209 S.E.2d 233 (1974); Fender v. Colonial Stores, Inc., 138 Ga. App. 31, 225 S.E.2d 691 (1976); CCE Fed. Credit Union v. Chesser, 150 Ga. App. 328, 258 S.E.2d 2 (1979); Citicorp Indus. Credit, Inc. v. Rountree, 185 Ga. App. 417, 364 S.E.2d 65 (1987); Poulos v. Home Fed. Sav. & Loan Ass'n, 192 Ga. App. 501, 385 S.E.2d 135 (1989); Jackson v. Williams, 209 Ga. App. 640, 434 S.E.2d 98 (1993); Sanders v. Commercial Cas. Ins. Co., 226 Ga. App. 119, 485 S.E.2d 264 (1997); Mooney v. Mooney, 235 Ga. App. 117, 508 S.E.2d 766 (1998); Baldwin Rental Ctrs., Inc. v. Case Credit Corp. (In re Baldwin Rental Ctrs., Inc.), 277 Bankr. 152 (Bankr. S.D. Ga. 2000).
RESEARCH REFERENCES
Am. Jur. 2d.
- 17 Am. Jur. 2d, Contracts, §§ 1 et seq., 5 et seq.
C.J.S.- 17 C.J.S., Contracts, § 1.
ALR.
- Contract to refrain from contesting will, 55 A.L.R. 811.
Requisites as to definiteness of agreement to pay employee share of profits, 18 A.L.R.2d 211.
Hospital's liability for negligence in connection with preparation, storage, or dispensing of drug or medicine, 9 A.L.R.3d 579.
Requirements as to certainty and completeness of terms of lease in agreement to lease, 85 A.L.R.3d 414.
Duty of publisher with regard to distribution and promotion of book, 43 A.L.R.4th 1182.