To constitute a valid contract, there must be parties able to contract, a consideration moving to the contract, the assent of the parties to the terms of the contract, and a subject matter upon which the contract can operate.
(Orig. Code 1863, § 2682; Code 1868, § 2678; Code 1873, § 2720; Code 1882, § 2720; Civil Code 1895, § 3637; Civil Code 1910, § 4222; Code 1933, § 20-107.)
Cross references.- Formation of contracts under Uniform Commercial Code, § 11-2-204.
Acceptance of offer under Uniform Commercial Code, §§ 11-2-206,11-2-207.
Consideration is essential to a contract, § 13-3-40.
Correlation of capacity to contract with capacity to make will, § 53-2-21.
Law reviews.- For article discussing interpretation in Georgia of insurance policies containing evidentiary conditions, see 12 Ga. L. Rev. 783 (1978). For annual survey of law of business associations, see 56 Mercer L. Rev. 77 (2004). For comment on Georgia Power Co. v. Roper, 73 Ga. App. 826, 38 S.E.2d 91 (1946), see 9 Ga. B.J. 89 (1946).
JUDICIAL DECISIONSANALYSIS
General Consideration
Binding contract may consist of several consistent writings.
- It is not essential that contract be contained in single document. Binding contracts may consist of several writings - provided there is no conflict between various parts. Cassville-White Assocs. v. Bartow Assocs., 150 Ga. App. 561, 258 S.E.2d 175 (1979); Dibrell Bros. Int'l v. Banca Nazionale Del Lavoro, 38 F.3d 1571 (11th Cir. 1994).
Multiple documents should comprise signed contemporaneous writings.
- Multiple documents may be considered together as a single contract as long as all the necessary terms are contained in signed contemporaneous writings. Board of Regents v. Tyson, 261 Ga. 368, 404 S.E.2d 557 (1991).
Hospital records, including a "consent to care" form, did not contain the necessary terms of a contract, since there were no signed contemporaneous writings establishing the essential term of "consideration moving to the contract". Board of Regents v. Tyson, 261 Ga. 368, 404 S.E.2d 557 (1991).
To be enforceable a contract must be sufficiently definite as to subject matter and time. King v. State Farm Mut. Auto. Ins. Co., 117 Ga. App. 192, 160 S.E.2d 230 (1968).
Consideration and subject matter are separate essentials of contract.
- Among essentials of a contract consideration is one thing, while subject matter is another and different thing. McCann v. Glynn Lumber Co., 199 Ga. 669, 34 S.E.2d 839 (1945).
Requirement of capacity to contract refers not to voidable contracts, but to valid binding contracts. Georgia Power Co. v. Roper, 201 Ga. 760, 41 S.E.2d 226 (1947).
Parties' authority to contract.
- Upon admitting a parent to a nursing home, an adult child's signature on an arbitration agreement did not bind the parent because the child was not the parent's agent by virtue of being the child and there was no evidence that the parent had authorized the child to act for the parent as required by O.C.G.A. § 10-6-1. McKean v. GGNSC Atlanta, LLC, 329 Ga. App. 507, 765 S.E.2d 681 (2014).
Parties' authority to contract for elderly parent.
- Motion to enforce an arbitration agreement was properly denied as a valid and enforceable arbitration agreement did not exist because, although the decedent's daughter signed a nursing home admission agreement and an arbitration agreement, the decedent did not personally assent to the arbitration agreement; and the daughter did not have express or implied authority to sign the arbitration agreement on the decedent's behalf as the decedent did not execute any written document expressly authorizing the daughter to act for the decedent, and none of the words or conduct of the decedent could have caused the nursing home to believe that the decedent consented to having the arbitration agreement signed on the decedent's behalf by the daughter. United Health Servs. of Ga., Inc. v. Alexander, 342 Ga. App. 1, 802 S.E.2d 314 (2017).
No contractual agreement established with city through statutes or ordinances.
- In a suit brought by taxi cab companies, the trial court properly granted the city's motion to dismiss because the taxi cab companies failed to establish that the statutes permitting the issuance of Certificates of Public Necessity and Convenience (CPNC), or the city's ordinances, created a clear and unequivocal intent by the city to create a contractual or franchise agreement that prevented the city allowing personal transportation network companies to operate in the city. Atlanta Metro Leasing, Inc. v. City of Atlanta, 353 Ga. App. 785, 839 S.E.2d 278 (2020).
Novation or accord and satisfaction is itself a contract and must have all essential elements of a de novo contract. Mayer v. Turner, 142 Ga. App. 63, 234 S.E.2d 853 (1977); Slappey Bldrs., Inc. v. FDIC, 157 Ga. App. 343, 277 S.E.2d 328 (1981).
An insurance policy is a contract and has the same attributes and requirements as any other contract. Grange Mut. Cas. Co. v. King, 174 Ga. App. 716, 331 S.E.2d 41 (1985).
There can be no recovery upon incomplete contract of insurance. Thurmond v. Sovereign Camp, W.O.W., 171 Ga. 446, 155 S.E. 760 (1930).
Generally, intention of parties must relate to something of monetary value in eyes of law.
- To constitute a valid contract, intention of parties must refer to legal relations, so that courts may take cognizance of the contract, and it is generally said that the test of this quality of the contract is that intention of parties must relate to something which is of monetary value in eyes of the law. Huckeby v. Smith, 42 Ga. App. 719, 157 S.E. 234 (1931).
One may contract to sell property not owned by oneself, taking one's chances on obtaining title prior to the date of consummation of the sale or responding in damages if one fails to do so. Whether or not the seller could have delivered good title on the closing date is not a question which addresses itself to the validity of the contract. Horn v. Wright, 157 Ga. App. 408, 278 S.E.2d 66 (1981).
Contracts of agency must, like other agreements, involve assumption of legal rights and duties, as opposed to engagements of mere civic or social character, or of such other nature as to exclude monetary values. Huckeby v. Smith, 42 Ga. App. 719, 157 S.E. 234 (1931).
One seeking enforcement bears burden of proof as to essentials of contract.
- Burden to show that there had been contract between itself and defendants as basis of indebtedness is upon 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, includes acceptance of policies of insurance by defendants after the defendant had unconditionally assented to all terms of the contracts. Associated Muts., Inc. v. Pope Lumber Co., 200 Ga. 487, 37 S.E.2d 393 (1946).
In a breach of contract matter, the plaintiff had the burden of proof at trial because under Georgia law, the plaintiff was required to plead and prove all of the essential elements of this claim, O.C.G.A. § 13-3-1, including performance and the satisfaction of any conditions precedent. Defendants were not raising an affirmative defense by offering evidence to negate plaintiff's contention that the plaintiff's termination was without cause as termination without cause was a prerequisite to the additional benefit of severance pay under an otherwise valid contract, and the burden of proving that the prerequisite had been met fell squarely on the plaintiff. Jackson v. JHD Dental, LLC, F. Supp. 2d (N.D. Ga. June 14, 2011).
Creditor was not entitled to compel arbitration of a dispute with a credit card holder because the creditor did not meet the creditor's burden of proving that an arbitration agreement existed; there was no competent evidence as to what terms the card holder agreed to when applying over the Internet, nor was there competent evidence that a copy of an agreement with an arbitration clause was ever sent to the card holder. Bazemore v. Jefferson Capital Sys., LLC, 827 F.3d 1325 (11th Cir. 2016).
No burden of disproving any essentials of valid contracts rests on defendant. Associated Muts., Inc. v. Pope Lumber Co., 200 Ga. 487, 37 S.E.2d 393 (1946).
Factual issues in dispute as to whether formation of contract occurred.
- In a suit between two business partners, the trial court erred by granting partial summary judgment to the defendant because the conflicting affidavits and other evidence, including the emails and slides, raised a question of fact for the jury as to whether the parties entered into an independent and enforceable quid pro quo agreement. Netsoft Assocs., Inc. v. Flairsoft, Ltd., 331 Ga. App. 360, 771 S.E.2d 65 (2015).
Arbitration agreement was unenforceable as the agreement was not dated, nor did the provider sign the agreement, and the decedent's mother revoked the mother's assent to the agreement so there was nothing for the provider to assent to and thus no meeting of the minds. Hunter v. Lowndes County Health Services, LLC, 355 Ga. App. 367, 844 S.E.2d 261 (2020).
Parties must be legal entities.
- A valid contract requires parties who are legal entities. Horn v. Wright, 157 Ga. App. 408, 278 S.E.2d 66 (1981).
Presumption, as against general demurrer of parties' capacity and assent to terms of contract by parties execution thereof. Martell v. Atlanta Biltmore Hotel Corp., 114 Ga. App. 646, 152 S.E.2d 579 (1966).
Mental disparity between parties and absence of consideration as grounds for equitable relief.
- Great inadequacy of consideration, joined with great disparity of mental ability in contracting a bargain, may justify equity in setting aside a sale or other contract. Under that principle, a deed may be set aside in equity, on proof of two elements stated, without proof of anything else as to fraud. A fortiori, same rule would apply with at least equal force in case of such mental disparity and total absence of consideration. Stow v. Hargrove, 203 Ga. 735, 48 S.E.2d 454 (1948).
Contract between a patient and professional corporation of physicians was formed because the parties were able to contract, payment and medical services to be rendered constituted consideration, and medical treatment was a subject matter upon which the contract could operate. Atakpa v. Perimeter OB-GYN Assocs., P.C., 912 F. Supp. 1566 (N.D. Ga. 1994).
Breach of oral contract proven.
- Evidence was sufficient to support a jury's verdict finding a breach of contract in a real estate development dispute as there was no requirement for the agreement to be in writing since the agreement did not directly involve the sale or conveyance of an interest in land; plaintiff proved all of the essential elements of the breach of contract claim through plaintiff's testimony and that of another person. Cline v. Lee, 260 Ga. App. 164, 581 S.E.2d 558 (2003).
Partial performance as supplying mutuality and consideration.
- Even if a contract might not be enforceable on the ground that the contract was without consideration and mutuality, partial performance of the contract supplies the lack of mutuality and renders the contract enforceable. Hill Aircraft & Leasing Corp. v. Planes, Inc., 158 Ga. App. 151, 279 S.E.2d 250 (1981).
Elements to create a contract were met.
- Promissory note was enforceable against an accountant where the accountant and the other contracting party were able to contract, both signed the document, and the agreement was sufficiently definite for the ascertainment of the agreement's terms and conditions. Specifically, through the agreement, the accountant avoided having to account to a teacher for the apparent disappearance of the teacher's money by not having to provide a full refund and the teacher agreed to forego any claims to the full amount the teacher had given the accountant. Hayes v. Alexander, 264 Ga. App. 815, 592 S.E.2d 465 (2003).
There was a valid contract between a creditor and a debtor when the debtor signed a check that indicated on both the front and the back that by endorsing the check, the debtor was entering into a credit agreement, which included terms regarding the interest rate, how payments were to be calculated, when payments were to be made, and what constituted a default. Gerben v. Beneficial Ga., Inc., 283 Ga. App. 740, 642 S.E.2d 405 (2007).
Trial court properly granted a wife's motion to enforce a prenuptial agreement and entered a judgment of divorce incorporating its terms because the language of the agreement demonstrated the parties reached a complete agreement regarding the disposition of property in the event their marriage ended in divorce, and the inclusion of the provision indicating the parties' belief that the agreement contained ambiguities did not render the agreement an unenforceable agreement to agree. Newman v. Newman, 291 Ga. 635, 732 S.E.2d 77 (2012).
Trial court erred by dismissing the breach of contract claim because the facts alleged in the plaintiff's complaint, if later proven, could demonstrate liability on the part of the co-owner of the Georgia company for failing to share with the plaintiff the revenue paid to the Georgia company by the multinational music publishing company as agreed in the operating agreement, or for failing to share the proceeds of the sale of the Georgia company according to the equity allocation in the operating agreement. Weathers v. Dieniahmar Music, LLC, 337 Ga. App. 816, 788 S.E.2d 852 (2016).
Failure to show elements of enforceable contract.
- Trial court did not err in granting a homeowners' association summary judgment on a resident's breach of contract claim because the resident failed to show the elements of an enforceable contract pursuant to O.C.G.A. § 13-3-1; any oral contract between the resident and a member of the association depended upon the statements of the member, who was not deposed and did not offer any affidavit, those statements, therefore, were hearsay proving nothing for the purposes of summary judgment. Campbell v. Landings Ass'n, 311 Ga. App. 476, 716 S.E.2d 543 (2011).
In this breach of contract action, the grant of summary judgment to the appellees was affirmed because none of the documents the appellant cited as establishing a contract between the appellant and the appellees did so; the sales pamphlet, although produced by one appellee, did not constitute a contract because at best, it was an invitation to bargain. Uhlig v. Darby Bank & Trust Co., F.3d (11th Cir. Feb. 26, 2014)(Unpublished).
Documents exchanged between consumer and utility created contract.
- Large load electrical consumer's request-for-services form, together with an electric utility company's publicly available rates, rules, and regulations were sufficiently definite to comprise a contract. Further, the exchange of documents and correspondence between the parties demonstrated that the parties intended to be bound and that a contract was formed. Jackson Elec. Mbrshp. Corp. v. Ga. PSC, 294 Ga. App. 253, 668 S.E.2d 867 (2008), cert. denied, No. S09C0356, 2009 Ga. LEXIS 201 (Ga. 2009).
Contract existence was question of fact for a jury.
- Summary judgment was improperly granted to an insurance broker in a contract dispute because there was conflicting testimony regarding the course of dealings between the party relating to whether or not a contract existed under O.C.G.A. §§ 13-3-1 and13-3-2; the question of fact should have been decided by a jury instead. Terry Hunt Constr., Inc. v. AON Risk Servs., 272 Ga. App. 547, 613 S.E.2d 165 (2005).
Trial court erred in granting an employer summary judgment in an employee's breach of contract action alleging that the employer owed the employee money for services rendered in connection with the sale of the employer's business because the employee presented sufficient evidence that the agreement with the employer was for a definite amount of consideration; the employee presented evidence that could allow a jury to find that the contract's subject matter was established, the parties' consideration was definite, and the parties' mutual assent to all terms was complete. Thompson v. Floyd, 310 Ga. App. 674, 713 S.E.2d 883 (2011).
Lottery ticket was contract.
- Trial court did not err in denying the Georgia Lottery Corporation's motion to dismiss on the grounds that sovereign immunity had been waived after finding that a Georgia lottery ticket was an express written contract because the intention of the parties and the terms of the agreement were expressed in writing on the lottery ticket and the purchase price was consideration for the contract. Ga. Lottery Corp. v. Patel, 349 Ga. App. 529, 826 S.E.2d 385 (2019).
Trial court did not err by finding that a lottery ticket was a written contract sufficient to waive sovereign immunity because by buying a ticket a lottery player accepted the Georgia Lottery Corporation's (GLC) offer of a chance to win a prize under the terms printed on the ticket, and by issuing and selling the ticket the GLC assented to the terms of the contract. A Georgia lottery ticket was an express written contract because the intention of the parties and the terms of the agreement were expressed in writing on the ticket. Ga. Lottery Corp. v. Vasaya, 353 Ga. App. 52, 836 S.E.2d 107 (2019).
Receipt for cash bond did not constitute contract.
- As a surety did not sign a bond contract, and the receipt the surety received for a cash bond did not set forth any understanding between the parties, nor indicate the terms under which the bond would be subject to forfeiture, the surety did not prove the existence of a written contract with the city. Thus, the surety's breach of contract claim against the city failed. Watts v. City of Dillard, 294 Ga. App. 861, 670 S.E.2d 442 (2008).
Documents did not comprise written contract.
- A document and blueprints did not create a written contract under O.C.G.A. § 13-3-1 and thus the parties' construction agreement was an oral/parol one and the limitations period of O.C.G.A. § 9-3-25 applied; the documents could not be read together as the documents did not reference each other and were not contemporaneous, and moreover even if the documents could be read together, the documents did not identify the subject matter of the contract or the specific parties to the contract, and neither was signed, thus failing to reflect the parties' assent. Harris v. Baker, 287 Ga. App. 814, 652 S.E.2d 867 (2007).
Computer contractor that had an unsigned copy of an agreement and an invoice for services rendered failed to show that the contractor had a signed agreement with a state agency for purposes of the state's waiver of immunity under Ga. Const. 1983, Art. I, Sec. II, Para. IX(c). The contractor's claims for unjust enrichment were also barred by sovereign immunity. Ga. Dep't of Cmty. Health v. Data Inquiry, LLC, 313 Ga. App. 683, 722 S.E.2d 403 (2012).
Failure to compensate for role in company.
- Trial court erred by dismissing the breach of contract claim because, with respect to the Georgia company itself, the facts alleged could, if proven, support a breach of contract claim based on the fact that the Georgia company, under the control of the co-owner, failed to properly compensate the plaintiff for the plaintiff's role in the company. Weathers v. Dieniahmar Music, LLC, 337 Ga. App. 816, 788 S.E.2d 852 (2016).
Cited in Mason v. Terrell, 3 Ga. App. 348, 60 S.E. 4 (1908); Queen Ins. Co. v. Peters, 10 Ga. App. 289, 73 S.E. 536 (1912); Good Rds. Mach. Co. v. Neal & Son, 21 Ga. App. 160, 93 S.E. 1018 (1917); Garrett v. Wall, 29 Ga. App. 642, 116 S.E. 331 (1923); Mendel v. Converse & Co., 30 Ga. App. 549, 118 S.E. 586 (1923); Helmer v. Helmer, 159 Ga. 376, 125 S.E. 849, 37 A.L.R. 1137 (1924); Ocean Lake & River Fish Co. v. Dotson, 70 Ga. App. 268, 28 S.E.2d 319 (1943); Beazley v. Allen, 61 F. Supp. 929 (M.D. Ga. 1945); Russell v. Smith, 77 Ga. App. 70, 47 S.E.2d 772 (1948); Lawson v. O'Kelley, 81 Ga. App. 883, 60 S.E.2d 380 (1950); 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); City of Moultrie v. Colquitt County Rural Elec. Co., 211 Ga. 842, 89 S.E.2d 657 (1955); Collins v. Burchfield, 215 Ga. 322, 110 S.E.2d 368 (1959); Burden v. Thomas, 104 Ga. App. 300, 121 S.E.2d 684 (1961); Lee v. Green, 217 Ga. 860, 126 S.E.2d 417 (1962); Crown Carpet Mills, Inc. v. C.E. Goodroe Co., 108 Ga. App. 327, 132 S.E.2d 824 (1963); Bonnett v. Cherokee Timber Corp., 222 Ga. 199, 149 S.E.2d 104 (1966); Apollo Homes, Inc. v. Knowles, 119 Ga. App. 239, 166 S.E.2d 644 (1969); Weikert v. Logue, 121 Ga. App. 171, 173 S.E.2d 268 (1970); Stone v. Reinhard, 124 Ga. App. 355, 183 S.E.2d 601 (1971); Pickett v. Paine, 230 Ga. 786, 199 S.E.2d 223 (1973); Wallace v. Adamson, 129 Ga. App. 792, 201 S.E.2d 479 (1973); Dowis v. Lindgren, 132 Ga. App. 793, 209 S.E.2d 233 (1974); Rivers v. Rice, 233 Ga. 819, 213 S.E.2d 678 (1975); Duval & Co. v. Malcom, 233 Ga. 784, 214 S.E.2d 356 (1975); Dalton Am. Truck Stop, Inc. v. Adbe Distrib. Co., 136 Ga. App. 606, 222 S.E.2d 61 (1975); Georgia-Pacific Corp. v. Corbin, 137 Ga. App. 37, 222 S.E.2d 862 (1975); Fender v. Colonial Stores, Inc., 138 Ga. App. 31, 225 S.E.2d 691 (1976); Peacock v. Gibson, 237 Ga. 600, 229 S.E.2d 347 (1976); Pine Valley Apts. Ltd. Partnership v. First State Bank, 143 Ga. App. 242, 237 S.E.2d 716 (1977); American Fletcher Mtg. Co. v. First Am. Inv. Corp., 463 F. Supp. 186 (N.D. Ga. 1978); Stubbs v. Tattnall Bank, 244 Ga. 212, 259 S.E.2d 466 (1979); Classic Restorations, Inc. v. Bean, 155 Ga. App. 694, 272 S.E.2d 557 (1980); Whelchel v. Smith, 155 Ga. App. 901, 273 S.E.2d 619 (1980); Lavine v. General Mills, Inc., 519 F. Supp. 332 (N.D. Ga. 1981); Georgia Cas. & Sur. Co. v. Tennille Banking Co. (In re Smith), 51 Bankr. 904 (Bankr. M.D. Ga. 1985); Nelson v. State Farm Life Ins. Co., 178 Ga. App. 670, 344 S.E.2d 492 (1986); Panfel v. Boyd, 186 Ga. App. 214, 367 S.E.2d 54 (1988); Murawski v. Roland Well Drilling, Inc., 188 Ga. App. 760, 374 S.E.2d 207 (1988); Charania v. Ramada Inns, Inc., 192 Ga. App. 1, 383 S.E.2d 603 (1989); Kal-O-Mine Indus., Inc. v. Camp (In re Lumpkin Sand & Gravel, Inc.), 104 Bankr. 529 (Bankr. M.D. Ga. 1989); Wallace v. Triad Sys. Fin. Corp., 212 Ga. App. 665, 442 S.E.2d 476 (1994); Workman v. McNeal Agency, Inc., 217 Ga. App. 686, 458 S.E.2d 707 (1995); Nolley v. Maryland Cas. Ins. Co., 222 Ga. App. 901, 476 S.E.2d 622 (1996); Owens v. American Refuse Sys., Inc., 244 Ga. App. 780, 536 S.E.2d 782 (2000); Legg v. Stovall Tire & Marine, Inc., 245 Ga. App. 594, 538 S.E.2d 489 (2000); Merritt v. State Farm Mut. Auto. Ins. Co., 247 Ga. App. 442, 544 S.E.2d 180 (2000); Baldwin Rental Ctrs., Inc. v. Case Credit Corp. (In re Baldwin Rental Ctrs., Inc.), 277 Bankr. 152 (Bankr. S.D. Ga. 2000); Kerr v. Cohen, 249 Ga. App. 392, 548 S.E.2d 17 (2001); Harris v. Distinctive Builders, Inc., 249 Ga. App. 686, 549 S.E.2d 496 (2001); Ades v. Werther, 256 Ga. App. 8, 567 S.E.2d 340 (2002); Waugh v. Waugh, 265 Ga. App. 799, 595 S.E.2d 647 (2004); Mitchell v. Ga. Dept. of Cmty. Health, 281 Ga. App. 174, 635 S.E.2d 798 (2006); Kennedy v. Ga. Dep't of Human Res. Child Support Enforcement, 286 Ga. App. 222, 648 S.E.2d 727 (2007); McKenna v. Capital Res. Partners, IV, L.P., 286 Ga. App. 828, 650 S.E.2d 580 (2007); Eastview Healthcare, LLC v. Synertx, Inc., 296 Ga. App. 393, 674 S.E.2d 641 (2009); Imps. Serv. Corp. v. GP Chems. Equity, LLC, 652 F. Supp. 2d 1292 (N.D. Ga. 2009); Jones v. Forest Lake Vill. Homeowners Ass'n, 304 Ga. App. 495, 696 S.E.2d 453 (2010); Turfgrass Group v. Ga. Cold Storage Co., 346 Ga. App. 659, 816 S.E.2d 716 (2018).
No Waiver Via Contract.
No waiver of immunity via employment contract.
- Trial court erred in denying a county's motion for summary judgment because under the clear terms of the County Code, overtime-exempt fire captains, after being promoted to the rank of captain, were not entitled to use compensatory time accrued more than a year earlier and they were not entitled to receive payment for their unused compensatory time as there was no written contract that promised them compensation for such time, thus, there was no waiver of the county's sovereign immunity. DeKalb County v. Kirkland, 329 Ga. App. 262, 764 S.E.2d 867 (2014).
No contract existed.
- Trial court correctly granted the business manager's motion to dismiss the plaintiff's breach of contract claim because the complaint did not allege any contractual agreement between the co-owner's business manager and the plaintiff, nor did it allege that the business manager wrongfully withheld money owed the plaintiff pursuant to a contract with the business manager; and there was no set of provable facts within the framework alleged by the complaint that would result in the business manager's liability to the plaintiff for breach of contract. Weathers v. Dieniahmar Music, LLC, 337 Ga. App. 816, 788 S.E.2d 852 (2016).
Consideration
Agreement to do what one is already legally bound to do lacks consideration.
- Agreement on part of one to do what one is already legally bound to do is not sufficient consideration for promise of another. Robert Chuckrow Constr. Co. v. Gough, 117 Ga. App. 140, 159 S.E.2d 469 (1968); Hiers-Wright Assocs. v. Manufacturers Hanover Mtg. Corp., 182 Ga. App. 732, 356 S.E.2d 903 (1987).
Promoter's contract with an exhibition supplier was not enforceable because the promoter did not supply any consideration since the promoter had only promised to undertake an obligation which the promoter already owed. Stefano Arts v. Sui, 301 Ga. App. 857, 690 S.E.2d 197 (2010).
Promissory note, negotiable or otherwise, is a contract, and consideration is essential to the note's enforceability. Citizens' Bank v. Hall, 179 Ga. 662, 177 S.E. 496 (1934).
Contract of guaranty is separate contract, requiring consideration directly to guarantor.
- Contract of guaranty, whether entered into on same or another instrument as that of original obligation, whether executed at same or different time, and whether or not purporting to be separate obligation of signer, must, to be enforceable, show consideration flowing directly to guarantor. This is because it is a separate contract, and any contract, to be enforceable, must have consideration. Bearden v. Ebcap Supply Co., 108 Ga. App. 375, 133 S.E.2d 62 (1963).
Contract lacking essential element when parties fail to agree upon consideration.
- When parties to contract for sale of land never agreed on consideration to be paid for property, one essential element of contract was lacking. Scott v. Gillis, 202 Ga. 220, 43 S.E.2d 95 (1947).
Insurer's pre-policy letter stating that an insured's umbrella policy would be renewed for three years was unenforceable under the statute of frauds, O.C.G.A. § 13-5-30(5), because, due to the three-year term, it could not be performed within one year, and the letter did not state, as required by O.C.G.A. § 13-3-1, what separate consideration was being paid by the insured for the three-year guarantee separate and apart from the policy premium. Werner Enters. v. Markel Am. Ins. Co., 448 F. Supp. 2d 1375 (N.D. Ga. 2006).
Trial court did not err in denying a motion to enforce a settlement agreement because the parties' minds did not meet at the same time and in the same sense on the essential contractual element of consideration. Graham v. HHC St. Simons, Inc., 322 Ga. App. 693, 746 S.E.2d 157 (2013).
Consideration Shown
Implied promise may be sufficient consideration for express promise, and when it appears that defendants, sued as sureties, had requested of creditor an indulgence to principal, such as a certain and definite extension of time in which the sureties might pay debt, request being embodied in contract tendered by sureties for creditor's acceptance, and it further appears that contract was thereupon accepted by creditor, a promise on the creditor's part to grant indulgence was implied, and contract was not objectionable for lack of mutuality or consideration. Loewenherz v. Weil, 33 Ga. App. 760, 127 S.E. 883 (1925).
High school association's white book.
- High school association's White Book was in nature of implied contract between high school association and members, which was an agreement supported by consideration in form of member dues; thus, the provisions of the White Book were construed according to the principles of Georgia contract law. Ga. High Sch. Ass'n v. Charlton County Sch. Dist., 349 Ga. App. 309, 826 S.E.2d 172 (2019).
Promise to pay debts of deceased spouse.
- Promise by widow to assume payment of debt owing by estate of her deceased husband is supported by valid consideration, if it was expressly or impliedly within minds of contracting parties that any benefit might thereby accrue to her as promissor, or any detriment might be suffered by him to whom the promise is made. McLain v. Heard, 162 Ga. App. 480, 291 S.E.2d 781 (1982).
Consideration not Shown
Hospital bylaws.
- Hospital bylaws, by themselves, do not constitute a contract per se between the hospital and the doctors because there is no mutual exchange of consideration which brought them into existence. Robles v. Humana Hosp. Cartersville, 785 F. Supp. 989 (N.D. Ga. 1992).
University course catalog.- State university's undergraduate catalog was not a contract that could support a state university student's claim of breach of contract by the university in suspending the student for theft, since there was no indication of any signed contemporaneous writings between the parties indicating consideration moving to the contract. Carr v. Bd. of Regents of the Univ. Sys., F.3d (11th Cir. Sept. 24, 2007)(Unpublished).
Settlement agreement without adequate consideration.
- Purported settlement agreement between the employee's counsel and the hospital for less than the full amount was unenforceable as the agreement lacked consideration given that there was no dispute that the hospital was owed the money. Lamb v. Fulton-DeKalb Hosp. Auth., 297 Ga. App. 529, 677 S.E.2d 328 (2009).
Three documents alleged to form contract did not state consideration.
- Engineering firm was properly granted summary judgment in a breach of contract suit because the three documents the customer claimed to form the written contract did not contain the essential element of consideration; thus, the parties' agreement was not a contract in writing and the four-year limitation period under O.C.G.A. § 9-3-25 applied and the suit was time barred. Newell Recycling of Atlanta, Inc. v. Jordan Jones & Goulding, Inc., 317 Ga. App. 464, 731 S.E.2d 361 (2012).
Promise to provide brokerage services.
- Defendant's theft by deception conviction, based upon a promise to provide brokerage services, was reversed on appeal as the state, which elected to base the state's accusation on a promise for brokerage services, failed to show any consideration for the services; as a result, no brokerage contract existed, and absent such, no theft by deception based upon a promise of brokerage services resulted. Campbell v. State, 286 Ga. App. 72, 648 S.E.2d 684 (2007).
Condition precedent not fulfilled.
- Because a heart center entered into a group sales agreement for reservation of a certain number of rooms at a resort over a two-day period, but it never confirmed the reservation with the non-refundable deposit, the resort should not have been granted summary judgment in the resort's action to recover money owed as liquidated damages under the agreement as there was no consideration under O.C.G.A. § 13-3-1 until the deposit was made; as the condition precedent of paying the deposit had not occurred, the agreement was not an enforceable contract. Athens Heart Ctr., P.C. v. Brasstown Valley Resort, Inc., 275 Ga. App. 607, 621 S.E.2d 565 (2005).
Assent to Terms
Meeting of minds of parties is necessary. Taylor Lumber Co. v. Clark Lumber Co., 33 Ga. App. 815, 127 S.E. 905 (1925).
Parties must assent to all terms in same sense.
- Valid contract is never complete until parties assent to all terms of proposed contract in same sense. Associated Muts., Inc. v. Pope Lumber Co., 200 Ga. 487, 37 S.E.2d 393 (1946).
Parties must assent to all essential terms of the contract, and since the timber buyer and the timber seller did not agree on the essential element of the length of the "cutting term," no contract was formed between the parties and the timber seller was required to return the timber buyer's option purchase money. Peace v. Dominy Holdings, Inc., 51 Ga. App. 654, 554 S.E.2d 314 (2001).
Owner of property adjacent to a bankruptcy debtor's private airport did not have an easement to use the airport through a declarations document of homeowners since not all homeowners executed the document, the document was not in final form, and thus there was no assent to the terms of the document. Flyboy Aviation Props., LLC v. Franck, 501 Bankr. 808 (Bankr. N.D. Ga. 2013).
No agreement means no liability.
- Since there was never an agreement as to how much developer would be paid for the leasing of apartment, real estate agent was not liable for breach of contract. Green v. Johnston Realty, Inc., 212 Ga. App. 656, 442 S.E.2d 843 (1994).
Professional basketball player was not liable to inexperienced businessmen who invested and lost money by hosting sports event-related parties based on an oral agreement with two men claiming to act as the player's agents. Because the player had never met the businessmen and did not consent to the agreement, a valid contract did not arise; thus, a claim for breach of contract under O.C.G.A. § 13-3-1 failed. J'Carpc, LLC v. Wilkins, 545 F. Supp. 2d 1330 (N.D. Ga. 2008).
Agreement shown in guaranty contract.
- Where an agent for a limited liability company and a builder's vice president testified that the parties negotiated and agreed on the terms of a construction contract, including price, time, and the form of the contract, and the limited liability company authorized the builder to begin, the facts showed that the parties entered into an enforceable contract, and since a contract existed, the members' personal guaranties of the construction contract were valid. Marett v. Brice Bldg. Co., 268 Ga. App. 778, 603 S.E.2d 40 (2004).
Automobile rental agreement.
- Driver of rented automobile, who was listed as an additional driver but not as an additional renter and who did not sign or cosign the rental agreement, was not a party to the agreement, and therefore the driver's insurance provider was not liable for costs arising out of an accident. A. Atlanta AutoSave, Inc. v. Generali - U.S. Branch, 230 Ga. App. 887, 498 S.E.2d 278 (1998).
Who may accept.
- An offer can be accepted only by the person or persons to whom the offer is made. Gainesville Glass Co. v. Don Hammond, Inc., 157 Ga. App. 640, 278 S.E.2d 182 (1981).
What constitutes assent of parties to terms of contract.
- While contract can be made by correspondence through mails or by telegrams, offer of seller must be accepted by purchaser unequivocally, unconditionally, and without variance of any sort, must be a mutual assent of parties, and both parties must assent to same thing in same sense. Associated Muts., Inc. v. Pope Lumber Co., 200 Ga. 487, 37 S.E.2d 393 (1946).
Acceptance of offer must be unconditional, unequivocal, and without variance of any sort; otherwise, there can be no meeting of the minds and mutual assent necessary to formation of a contract. Panfel v. Boyd, 187 Ga. App. 639, 371 S.E.2d 222 (1988).
Acceptance of an offer must be unconditional, unequivocal, and without variance of any sort; otherwise, there can be no meeting of the minds and mutual assent necessary to contract formation. Accordingly, a subsequent communication by one party to the alleged contract that varies even one term of the original offer is a counteroffer. Lamb v. Decatur Fed. Sav. & Loan Ass'n, 201 Ga. App. 583, 411 S.E.2d 527 (1991).
Acceptance of bilateral contract requires communication. Gainesville Glass Co. v. Don Hammond, Inc., 157 Ga. App. 640, 278 S.E.2d 182 (1981).
Assent to terms of contract may be given other than by signatures. Rogin v. Dimensions S. Realty Corp., 153 Ga. App. 75, 264 S.E.2d 555 (1980).
Agreement possible although written agreement not signed.
- Genuine issues of fact remained on a lender's claim that a closing attorney had violated an escrow agreement. Although no escrow agreement was signed, the parties negotiated an escrow agreement, the attorney forwarded the lender a document that complied with the lender's requests, and the lender wired the funds the following day, suggesting that there was a meeting of the minds. Doss & Assocs. v. First Am. Title Ins. Co., 325 Ga. App. 448, 754 S.E.2d 85 (2013).
Assent shown by parties' signatures.
- Parties to a business buyout agreement mutually assented to all of the essential terms of the complete agreement, as shown by the parties' signatures, so the agreement and the agreement's arbitration clause was valid and enforceable; the agreement addressed a lease assignment, and assignment was not made a condition precedent to enforceability. Extremity Healthcare, Inc. v. Access to Care America, LLC, 339 Ga. App. 246, 793 S.E.2d 529 (2016).
Contract of insurance is not complete until both parties have agreed to all the contract's terms, and burden of proving that policies of insurance were not accepted is on plaintiff. Associated Muts., Inc. v. Pope Lumber Co., 200 Ga. 487, 37 S.E.2d 393 (1946).
Premium to be charged on policy of insurance is one essential term of contract, and until agreement is reached with respect to the premium no contract exists. Associated Muts., Inc. v. Pope Lumber Co., 200 Ga. 487, 37 S.E.2d 393 (1946).
Alleged contract on which there is no firm agreement as to cost is unenforceable. Charter Inv. & Dev. Co. v. Urban Medical Servs., Inc., 136 Ga. App. 297, 220 S.E.2d 784 (1975); Bellsouth Adv. & Publishing Corp. v. McCollum, 209 Ga. App. 441, 433 S.E.2d 437 (1993).
Renewal policy delivered to insured without insured's request requires acceptance before contract arises.
- Rule as to right of insured to reject renewal policy is that delivery of policy by insurer to insured, upon expiration of policy, without request by insured, is offer or proposal which must be accepted by insured before contract of insurance is effected. Associated Muts., Inc. v. Pope Lumber Co., 200 Ga. 487, 37 S.E.2d 393 (1946).
Delay in rejecting offered policy renewal not acceptance as will continue policy in force.
- Offer by letter to renew policy does not effect contract unless accepted by insured, and mere delay in rejecting renewal policy does not amount to acceptance which will continue policy in force. Associated Muts., Inc. v. Pope Lumber Co., 200 Ga. 487, 37 S.E.2d 393 (1946).
No contract to buy book of business between insurance agent and retiring agent because not memorialized.- Insurance agent's claim for tortious interference with contractual and business relations failed because there was no evidence that the agent entered into a contract with a retiring agent to buy the book of business in the absence of anything in writing to memorialize any assent to terms, agreement, deal, or contemplated contract. Lockett v. Allstate Ins. Co., 364 F. Supp. 2d 1368 (M.D. Ga. 2005).
Salary term needed for employment contract.
- Plaintiff failed to show the existence of a valid employment contract when plaintiff could not provide evidence of a definite, enforceable salary term. Laverson v. Macon Bibb County Hosp. Auth., 226 Ga. App. 761, 487 S.E.2d 621 (1997).
Employment contract must be accepted unconditionally, unequivocal, and without variance.- There was no mutual assent necessary for the formation of a contract because an applicant's response to an e-mail offering an employment contract contained different terms than the offer, and thus, it constituted a counteroffer and not an acceptance. Reindel v. Mobile Content Network Co., LLC, 652 F. Supp. 2d 1278 (N.D. Ga. 2009).
No meeting of the minds.
- Record supported the trial court's finding that there was no meeting of the minds in the execution of a note, where the maker struck three significant provisions in the proposed note before the maker signed the note, but there was no indication that the payee accepted the changes; there was evidence that the parties did not agree that settlement of a lawsuit would provide consideration for the note and there was no written settlement agreement to memorialize the terms of the parties' agreement. Drake v. Wallace, 259 Ga. App. 111, 576 S.E.2d 87 (2003).
Trial court did not err in denying judgment notwithstanding the verdict as to the sellers' claim for promissory estoppel because: (1) the promise to purchase was to be performed within a reasonable time based upon clear and unambiguous terms, and the closing date was set for a day certain in the immediate future; (2) all actions necessary for the sale, except the actual closing, occurred prior to the first closing date, including audits, examination of financial records, change in inventory code, and delivery of additional inventory; (3) all the basic terms of the promise were clear and certain so as to be enforceable; and (4) the sellers established reasonable reliance to their detriment based on their rejection of another potential purchaser's bona fide offer to purchase, change in value of the property, sale of inventory later needed, and other harm shown by the evidence. Rental Equip. Group, LLC v. Maci, LLC, 263 Ga. App. 155, 587 S.E.2d 364 (2003).
As the parties did not reach a meeting of the minds as to what type of trust was contemplated for purposes of a former business partner's deposit of insurance proceeds into a trust for the benefit of the deceased partner's minor daughter, there was no enforceable contract under O.C.G.A. § 13-3-1 and the trial court's denial of a directed verdict to the former business partner was error pursuant to O.C.G.A. § 9-11-50. Oldham v. Self, 279 Ga. App. 703, 632 S.E.2d 446 (2006).
Developer which claimed that a mayor and council had breached a contract by delaying the provision of water to a subdivision had not shown the existence of a contract that would preclude the need for ante litem notice; the town had voted to construct a water line, but had not committed to a specific date for completion, and there was no other evidence that the parties had reached a meeting of the minds as to the time for installation. King v. Comfort Living, Inc., 287 Ga. App. 337, 651 S.E.2d 484 (2007).
Triable issues as to contract terms remained.
- Summary judgment for a company in a suit to collect payment for services rendered was reversed as there were triable issues as to whether the parties mutually assented to the terms of a contract for clearing golf course land at the hourly rates stated in an e-mail sent to a third party, as to whether a developer ratified the purported contract, and as to the accuracy of the amounts billed and the reasonableness of those charges. Governor's Towne Club, Inc. v. Caffrey Constr. Co., 273 Ga. App. 284, 614 S.E.2d 892 (2005).
Summary judgment was inappropriate in a breach of fiduciary duty action which centered around a verbal settlement agreement as material fact issues remained as to whether: (1) a company's offer to buy the minority shareholders' stock required a written purchase agreement; (2) the parties agreed to all material terms; and (3) a note signed by one of the minority shareholders had been cancelled. McKenna v. Capital Res. Partners, IV, L.P., 286 Ga. App. 828, 650 S.E.2d 580 (2007), cert. denied, 2007 Ga. LEXIS 752, 763 (Ga. 2007).
Member's motion for summary judgment on a manager's complaint for breach of a contract for the sale of a car dealership was denied because the member filed no statement of uncontested facts as required by M.D. Ga. R. 7056-1(a) and the filings showed a dispute of material fact as to whether there was mutual assent to the contract under O.C.G.A. § 13-3-1. Smith v. Marray Auto., LLC (In re Marray Auto., LLC), Bankr. (Bankr. M.D. Ga. June 8, 2007).
Subcontractor's motion for summary judgment was denied as to a general contractor's breach of oral contract claim because whether the parties established an oral contract was a factual question that would turn on the credibility of the witnesses, and a court could not say that it was impossible for the general contractor to provide clear and convincing evidence that the parties came to an oral agreement because: (1) the general contractor contended that the parties orally agreed to all the terms and conditions of the arrangement, shook on it, and planned simply to memorialize that agreement in writing; and (2) the subcontractor maintained that its representatives departed from the general contractor's offices that afternoon believing negotiations were ongoing and that both parties believed no contract could have been formed without a signed written agreement. Apac-Southeast, Inc. v. Coastal Caisson Corp., 514 F. Supp. 2d 1373 (N.D. Ga. 2007).
Trial court erred in granting the defendant's motion to dismiss the plaintiff's claim for breach of contract because the allegations that the defendant demanded and received from the plaintiff an additional $3,850 for license and trophy fees in connection with the purchase of the safari arguably showed the flow of consideration directly from the plaintiff to the defendant for goods and services which the defendant failed to provide creating a third party beneficiary right for the plaintiff. Wright v. Waterberg Big Game Hunting Lodge Otjahewita (Pty), Ltd., 330 Ga. App. 508, 767 S.E.2d 513 (2014).
Agreement shown.
- Parties' verbal expressions and conduct demonstrated an intent to be bound by an oral agreement for the sale of two sports teams and the operating rights to a sports arena because the oral agreement concerned all material terms of the sale, and agreement was reached prior to the seller's announcement that the seller had completed a sale to another entity. Turner Broad. Sys. v. McDavid, 303 Ga. App. 593, 693 S.E.2d 873 (2010).
Agreement not shown.- When a guarantor alleged that a lender promised to provide "100% financing" for a new facility, the guarantor's breach of contract counterclaim failed because the guarantor pointed to no evidence of any consideration for the alleged $900,000 promise, a significant modification of the written contract. Nissan Motor Acceptance Corp. v. Sowega Motors, Inc., F. Supp. 2d (M.D. Ga. Sept. 11, 2012).
Condominium purchasers could not state a breach of contract claim against corporate defendants because a contract required an assent to the contract terms and a nebulous allegation of an "indirect interest" in the sale of every unit was insufficient to bind the corporate defendants or impose contractual obligations. Lokey v. FDIC, F.3d (11th Cir. Apr. 13, 2015)(Unpublished).
Requisite Certainty
Requirement of certainty extends to all essentials of contract.
- Requirement of certainty extends not only to subject matter and purpose of contract, but also to parties, consideration, and even time and place of performance where these are essential. Peachtree Medical Bldg., Inc. v. Keel, 107 Ga. App. 438, 130 S.E.2d 530 (1963); Gill v. B & R Int'l, Inc., 234 Ga. App. 528, 507 S.E.2d 477 (1998).
While plaintiff lender stated the lender was willing to negotiate some type of forbearance agreement (FA) on execution, crucial terms (duration and conditions of payments) were still missing, and since the next day the defendant borrower was informed the lender would just confirm the arbitration award and terminate negotiations, there was never a meeting of the minds on the specific terms of a FA and, thus, under O.C.G.A. §§ 13-3-1 and13-3-2, there was no enforceable contract. GE Commer. Distrib. Fin. Corp. v. Ball, F.3d (11th Cir. July 13, 2012)(Unpublished).
Copyright owner entitled to breach of contract claim.
- Copyright owner was entitled to summary judgment on a breach of contract claim under O.C.G.A. § 13-3-1 because the terms of a contract between the owner and a customer was not ambiguous in that the plain language of the contract prohibited reproducing or copying the owner's materials by any means and the customer's employees admitted that the employees reproduced portions of the owner's manual. SCQuARE Int'l, Ltd. v. BBDO Atlanta, Inc., 455 F. Supp. 2d 1347 (N.D. Ga. 2006).
Indefiniteness such as renders contract void.
- Indefiniteness in subject matter so extreme as not to present anything upon which contract may operate in definite manner renders contract void. Jones v. Ely, 95 Ga. App. 4, 96 S.E.2d 536 (1957); Peachtree Medical Bldg., Inc. v. Keel, 107 Ga. App. 438, 130 S.E.2d 530 (1963).
Employment contract unenforceable.
- Employment contract was unenforceable because of the indefinite statement in the employment contract of the employee's duties, the term of the employee's employment, and the employee's salary. Key v. Naylor, Inc., 268 Ga. App. 419, 602 S.E.2d 192 (2004).
Contract must be certain and complete enough that either party may have right of action.
- To allege agreement, petition must set forth contract of such certainty and completeness that either party may have right of action upon the contract, and building contract, to be valid, must have the necessary element of certainty just as other contracts. Peachtree Medical Bldg., Inc. v. Keel, 107 Ga. App. 438, 130 S.E.2d 530 (1963).
Uncertainty of rental term rendered contract unenforceable.
- Contract for sale provision that the seller would be allowed to remain in the house for rent not to exceed $300 per month as long as necessary until seller finds new home was uncertain and unenforceable and rendered the entire contract unenforceable. Farmer v. Argenta, 174 Ga. App. 682, 331 S.E.2d 60 (1985).
Use of parol evidence to proof certainty.
- Employer's motion for a directed verdict, pursuant to O.C.G.A. § 9-11-50, was properly denied in an employee's breach of employment agreement claim, where it was found that the elements of breach of contract were proved pursuant to O.C.G.A. § 13-3-1; although the services to be provided were ambiguous in the contract, the use of parol evidence resolved the parties' intention on that issue. ISS Int'l Serv. Sys. v. Widmer, 264 Ga. App. 55, 589 S.E.2d 820 (2003).
Contract may be made sufficiently certain by reference to other documents or plans and specifications.
- Although insertion of detailed plans and specifications is not necessary to validity of building contract, a contract may be made sufficiently certain by reference to other documents, or to plans and specifications. But such reference must be sufficient to identify document or plans to which reference is made. Peachtree Medical Bldg., Inc. v. Keel, 107 Ga. App. 438, 130 S.E.2d 530 (1963).
Certainty amongst insureds, insurers, and third parties.
- Insurer did not show with the requisite certainty that insurer's insured, the company, and the vehicle owner contracted to have the vehicle owner provide the primary insurance coverage on the vehicle it rented to the company's employee; thus, under Georgia statutory law, the insurer's coverage was the primary insurance in a case where the company's employee was in a collision, the injured victim settled with the insurer, and the insurer argued that the vehicle owner had contracted to provide the primary insurance coverage on the vehicle it rented to the company's employee. Zurich Am. Ins. Co. v. General Car & Truck Leasing Sys., 258 Ga. App. 733, 574 S.E.2d 914 (2002).
Genuine issues of fact existed as to terms.
- Trial court erred by granting summary judgment to the defendants on the part of the owner's claim for breach of contract because a letter of agreement that the part owner refused to sign, as well as other documents, detailed the part owner's compensation following each deal; thus, genuine factual issues existed as to whether the contract's subject matter was established, the parties' consideration was definite, and the parties' mutual assent to all terms was complete. Bedsole v. Action Outdoor Adver. JV, LLC, 325 Ga. App. 194, 750 S.E.2d 445 (2013).
Lease agreement contained essential terms.
- In a landlord/tenant dispute, although the lease contained an error as to the date of an earlier lease that was intended to be incorporated in the later lease, the later lease identified the parties, described the property, listed the rental price, and stated the lease term; it was therefore valid and enforceable on its own. Wright v. IC Enters., 330 Ga. App. 303, 765 S.E.2d 484 (2014).
Contract to harvest pecans anticipatiing future lease.
- Contract for the harvest of pecans was enforceable, although the lessor had not yet purchased the orchard and the parties planned to sign a lease, because the contract identified the parties, the property, the consideration, and the lease term; the lessee therefore could not recover on theories of unjust enrichment or money had and received. Cook Pecan Co. v. McDaniel, 344 Ga. App. 370, 810 S.E.2d 186 (2018).
Subject Matter
Clear subject matter description not subject to limitation by subsequent, general recital of consideration.
- In contract for cutting of timber, where subject matter had been clearly and specifically described, it could not properly be diminished or limited by mere general recital of consideration in some other part of agreement. McCann v. Glynn Lumber Co., 199 Ga. 669, 34 S.E.2d 839 (1945).
Parties bound by agreement although subject matter not in existence at time of contracting.
- If contract amounts to executory agreement for bona fide sale of property of character such as under circumstances and under law can be legally made subject matter of a sale, and is not merely speculative in character, parties may be bound, although subject matter of sale has no existence at time agreement is entered upon, and seller expects to comply with the contract by subsequently acquiring property thus agreed to be conveyed. Parks v. Washington & L.R.R., 35 Ga. App. 635, 133 S.E. 634, cert. denied, 35 Ga. App. 808 (1926).
Main disputed term addressed in both versions of agreement.
- Trial court did not err by enforcing a settlement agreement because two written versions of an agreement were signed by the mortgagor and both documents contained the main disputed term, namely the modification of the security deed on the Georgia home, and both documents provided that the parties would execute all documents necessary to resolve the matter and cooperate to effectuate the settlement in a timely manner. Tillman v. Vinings Bank, 324 Ga. App. 469, 751 S.E.2d 117 (2013).
OPINIONS OF THE ATTORNEY GENERAL
Required waivers by environmental protection division personnel of liability for injuries lack consideration.
- Requiring environmental protection division personnel to sign waivers of liability for injuries to person or property sustained while on premises for purpose of carrying out their duties of inspection constitutes unreasonable restriction on state's police power and any such waiver is not binding on EPD personnel because of lack of valid consideration. 1976 Op. Att'y Gen. No. 76-121.
RESEARCH REFERENCES
Am. Jur. 2d.
- 17 Am. Jur. 2d, Contracts, §§ 18 et seq., 73, 77, 80 et seq., 276 et seq. 29 Am. Jur. 2d, Evidence, §§ 359, 517. 77 Am. Jur. 2d, Vendor and Purchaser, § 18 et seq.
C.J.S.- 17 C.J.S., Contracts, §§ 25 et seq., 70 et seq., 133.
ALR.
- Acceptance of offer with condition which law would imply, 1 A.L.R. 1508.
Acknowledging receipt of order for goods as an acceptance completing the contract, 10 A.L.R. 683.
Necessity and sufficiency of consideration for modification of real estate broker's contract, 42 A.L.R. 987.
Validity and mutuality of agreement to buy where there is no express agreement to sell, 60 A.L.R. 215.
Liability on the contract of one who without authority assumes to contract for another, 60 A.L.R. 1348.
Validity of agreement to make loans or advances as affected by objection of uncertainty or indefiniteness, 89 A.L.R. 1364.
Validity of contract which leaves amount to be paid in performance thereof to promisor's determination, 92 A.L.R. 1396.
Character and validity of written instrument as a contract for sale of goods as affected by election or option in respect of subject-matter, 105 A.L.R. 1100.
Formal or written instrument as essential to completed contract where the making of such instrument is contemplated by parties to verbal or informal agreement, 122 A.L.R. 1217; 165 A.L.R. 756.
Validity and effect of contract or deed which purports to cover or convey an undivided interest in land without specifying the amount of the interest, 123 A.L.R. 912.
Creditor's statement or assurance to debtor, not supported by a consideration, that payment need not be made at time due, as binding upon creditor by way of estoppel, 124 A.L.R. 1248.
Attempted revocation of offer by letter mailed or telegram filed before, but not received until after, letter or telegram of acceptance was mailed or filed, 125 A.L.R. 989.
Necessity of conscious acceptance as a consideration, when alleged contract was made, of what is relied upon in that regard, 139 A.L.R. 1036.
Validity and enforceability of provision for renewal of lease at rental not determined, 166 A.L.R. 1237.
Validity and construction of contract for exclusive representation of persons participating in, or connected with, entertainment enterprises, 175 A.L.R. 617.
Provision for post-mortem payment or performance as affecting instrument's character and validity as a contract, 1 A.L.R.2d 1178.
Validity of contractual waiver of statute of limitations, 1 A.L.R.2d 1445.
Obligations as between applicant for admission to charitable home, and home, respecting compensation to home, and property rights of applicant, 10 A.L.R.2d 864.
Validity, construction, and effect of contract between grower of vegetable or fruit crops, and purchasing processor, packer, or canner, 87 A.L.R.2d 732.
Right to reward of furnisher of information leading to arrest and conviction of offenders, 100 A.L.R.2d 573.
Requisite definiteness of price to be paid in event of exercise of option for purchase of property, 2 A.L.R.3d 701.
Recovery against physician on basis of breach of contract to achieve particular result or cure, 43 A.L.R.3d 1221.
Effect, as between stockbroker and customer, of broker's mistaken sale of security other than that intended by customer, 48 A.L.R.3d 513.
Enforceability of voluntary promise of additional compensation because of unforeseen difficulties in performance of existing contract, 85 A.L.R.3d 259.
Requirements as to certainty and completeness of terms of lease in agreement to lease, 85 A.L.R.3d 414.
Knowledge of reward as condition of right thereto, 86 A.L.R.3d 1142.