Title 13 — Contracts

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.) interpretative app…

Where, in the exercise of the police power, a license is issued, the license is not a contract but only a permission to enjoy the privilege for the time specified, on the terms stated; and it may be abrogated. (Civil Code 1895, § 15; Civil Code 1910, § 15; Code 1933, § 20-117.) H…

Amwest Sur. Ins. Co., 207 Ga. App. 441, 428 S.E.2d 581 (1993). 3. Persons Entitled to Notice Notice requirement inapplicable where third party independently assumes obligation to pay attorney’s fees. — Notice does not apply when the creditor, not having taken from principal debto…

Burger King Corp., 241 Ga. App. 90, 526 S.E.2d 112 (1999). No evidence of immediate threat. — Although the tenant of a commercial lease may have feared that the landlord would take action if the tenant failed to make the payments in the amount demanded, there was no evidence that…

(a) An executed contract is one in which all the parties thereto have performed all the obligations which they have originally assumed. (b) An executory contract is one in which something remains to be done by one or more parties. (Orig. Code 1863, § 2677; Code 1868, § 2673; Code…

A contract of record is one which has been declared and adjudicated by a court having jurisdiction or which is entered of record in obedience to or in carrying out the judgment of a court. (Orig. Code 1863, § 2678; Code 1868, § 2674; Code 1873, § 2716; Code 1882, § 2716; Civil Co…

A specialty is a contract under seal and is considered by the law as entered into with more solemnity, and consequently of higher dignity, than ordinary, simple contracts. (Orig. Code 1863, § 2679; Code 1868, § 2675; Code 1873, § 2717; Code 1882, § 2717; Civil Code 1895, § 3634; …

(a) All other contracts than those specified in Code Sections 13-1-2 through 13-1-4 are termed simple contracts. (b) Simple contracts may either be in writing or rest only in words as remembered by witnesses. (Orig. Code 1863, §§ 2680, 2681; Code 1868, §§ 2676, 2677; Code 1873, §…

Parol contracts shall include only contracts in words as remembered by witnesses. (Orig. Code 1863, § 2681; Code 1868, § 2677; Code 1873, § 2719; Code 1882, § 2719; Civil Code 1895, § 3636; Civil Code 1910, § 4221; Code 1933, § 20-106.)

(a) A contract may be absolute or conditional. In an absolute contract, every covenant is independent and the breach of one does not relieve the obligation of another. In a conditional contract, the covenants are dependent upon each other and the breach of one is a release of the…

(a) A contract may be either entire or severable. In an entire contract, the whole contract stands or falls together. In a severable contract, the failure of a distinct part does not void the remainder. (b) The character of the contract in such case is determined by the intention…

In some cases even an entire contract is apportionable, as where the price to be paid is not fixed, or is by the contract itself apportioned according to time; so, if the failure of one party to perform is caused by the act of the 20 13-1-10 other, the contract may still be appor…

Pargar, LLC, 277 Ga. App. 35, 625 S.E.2d 435, 2005 Ga. App. LEXIS 1321 (2005), cert. denied, No. S06C0788, 2006 Ga. LEXIS 337 (Ga. Apr. 25, 2006). Practice and Procedure 1. Pleading Ability of purchaser should be alleged. — Under this section, the ability to comply, that is that …

The cardinal rule of construction is to ascertain the intention of the parties. If that intention is clear and it contravenes no rule of law and sufficient words are used to arrive at the intention, it shall be enforced irrespective of all technical or arbitrary rules of construc…

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…

Marriage contracts and settlements made by persons who are minors but of lawful age to marry are binding as if made by adults. (Orig. Code 1863, § 2696; Code 1868, § 2692; Code 1873, § 2734; Code 1882, § 2734; Civil Code 1895, § 3651; Civil Code 1910, § 4236; Code 1933, § 20-204.…

Contract incomplete without assent of parties to terms thereof; withdrawal of bid or proposition by party. When written acceptance of offer made by letter takes effect; acceptance of offer containing alternative propositions. Effect of conditions precedent or subsequent upon righ…

A contract made by an intoxicated person is not void, though the intoxication is brought about by the other party, but is merely voidable at the election of the intoxicated person and may be ratified by him expressly or by conduct inconsistent with its rescission. (Orig. Code 186…

(a) A consideration is essential to a contract which the law will enforce. An executory contract without such consideration is called nudum pactum or a naked promise. (b) In some cases a consideration is presumed, and an averment to the contrary will not be received. (Orig. Code …

Considerations are distinguished into ‘‘good’’ and ‘‘valuable.’’ A good consideration is such as is founded on natural duty and affection or on a strong moral obligation. A valuable consideration is founded on money or something convertible into money or having a value in money, …

If the requirement of consideration is met, there is no additional requirement of a gain, advantage, or benefit to the promisor or of a loss, disadvantage, or detriment to the promisee. (Code 1933, § 20-302.1, enacted by Ga. L. 1981, p. 876, § 2.)

v. First Nat’l Bank, 248 Ga. 322, 283 S.E.2d 262 (1981) (decided prior to the passage of Ga. L. 1981, p. 876). Principle of promissory estoppel has no application where the promise relied on was for employment for an indefinite period; thus, fired at-will employees’ claims agains…

If the consideration is good in part and void in part, the promise will or will not be sustained, depending upon whether it is entire or severable. If the consideration is illegal in whole or in part, the whole promise fails. (Orig. Code 1863, § 2709; Code 1868, § 2703; Code 1873…

Mere inadequacy of consideration alone will not void a contract. If the inadequacy is great, it is a strong circumstance to evidence fraud; and, in an action for damages for breach of a contract, the inadequacy of consideration will always enter as an element in estimating the da…

Types of consideration. Acts which constitute consideration; effect of consideration given or received by persons other than promisor or promisee. Effect of satisfying requirement of consideration. Effect of promise which is reasonably expected to induce action or forbearance by …

Impossible, immoral, and illegal conditions are void and are binding upon no one. (Orig. Code 1863, § 2685; Code 1868, § 2681; Code 1873, § 2723; Code 1882, § 2723; Civil Code 1895, § 3640; Civil Code 1910, § 4225; Code 1933, § 20-111.)

If a written contract is altered intentionally and in a material part thereof by a person claiming a benefit under it with intent to defraud the other party, the alteration voids the whole contract, at the option of the other party. If the alteration is unintentional or by mistak…

An accord may not amount to an extinguishment of the original debt but may extend only to suspend the execution or collection thereof for a limited time; in the meantime, an action on the original debt cannot be sustained. (Orig. Code 1863, § 2820; Code 1868, § 2828; Code 1873, §…

Accord and satisfaction occurs where the parties to an agreement, by a subsequent agreement, have satisfied the former agreement, and the latter agreement has been executed. The execution of a new agreement may itself amount to a satisfaction of the former agreement, where it is …

An accord and satisfaction must be of some advantage, legal or equitable, to the creditor or it shall not have the effect of barring him from his legal rights under the original agreement. (Orig. Code 1863, § 2821; Code 1868, § 2829; Code 1873, § 2880; Code 1882, § 2880; Civil Co…

(a) Except as otherwise provided in this Code section, an agreement by a creditor to receive less than the amount of his debt cannot be pleaded as 289 13-4-103 an accord and satisfaction unless it is actually executed by the payment of the money, the giving of additional security…

An accord and satisfaction is binding upon both parties. (Orig. Code 1863, § 2823; Code 1868, § 2831; Code 1873, § 2882; Code 1882, § 2882; Civil Code 1895, § 3736; Civil Code 1910, § 4330; Code 1933, § 20-1205.)

Performance, to be effectual, must be accomplished by the party bound to perform, or by his agent where personal skill is not required, or by someone substituted, by consent, in his place, and must be substantially in compliance with the spirit and the letter of the contract and …

— Pursuant to Code Section 28-9-5, in 1996, a comma was inserted after ‘‘final’’ near the end of paragraph (1). COMMENT This section carries forward former OCGA Secs. 53-7-7 through 53-7-11. Paragraph (3) also includes an authorization for the personal representative to fulfill the…

If the nonperformance of a party to a contract is caused by the conduct of the opposite party, such conduct shall excuse the other party from performance. (Orig. Code 1863, § 2814; Code 1868, § 2822; Code 1873, § 2873; Code 1882, § 2873; Civil Code 1895, § 3727; Civil Code 1910, …

A tender properly made may be equivalent to performance. The tender must be certain and unconditional, except for a receipt in full or delivery of the obligation, and may be made by an agent and to an agent authorized to receive. The tender must be in full payment of the specific…

A valid tender of chattels transfers the title thereto to the person bound to receive; and the possession of the promisor, if he retains possession from that time, is for the benefit of the owner but without liability to account for profits or for more than ordinary prudence in p…

Rights of vendor as to reclamation of goods where contract rescinded for fraud. Rescission for nonperformance. Article 5 Requirements as to performance of contractual obligations generally. Effect of act of God. Effect of refusal of party to perform concurrent condition upon offe…

Lossiah, 185 Ga. App. 876, 366 S.E.2d 236 (1988). No evidence of toleration of failure to make payments. — Payee was entitled to recover the accelerated unpaid balance on a note since there was no evidence that the payee tolerated a previous three-month failure to make any paymen…

Payment of money due to a creditor or his agent shall be sufficient to discharge the debtor upon the obligation; and, if such agent receives property other than currency in satisfaction of the obligation, the creditor is bound thereby. (Orig. Code 1863, § 2805; Code 1868, § 2813;…

Payment by mail shall be made at the risk of the debtor unless done by direction, either express or implied, of the creditor or his agent. (Orig. Code 1863, § 2807; Code 1868, § 2815; Code 1873, § 2866; Code 1882, § 2866; Civil Code 1895, § 3719; Civil Code 1910, § 4313; Code 193…

When a payment is made by a debtor to a creditor holding several demands against him, the debtor shall have the right to direct the claim to which it shall be appropriated. If the debtor fails to do so, the creditor shall have the right to appropriate the payment at his election.…

A simple contract regarding the same matter and based on no new consideration does not destroy another simple contract between the same parties; but, if new parties are introduced so as to change the person to whom the obligation is due, the original contract is at an end. (Orig.…

A contract may be rescinded at the instance of the party defrauded; but, in order to rescind, the defrauded party must promptly, upon discovery of the fraud, restore or offer to restore to the other party whatever he has received by virtue of the contract if it is of any value. (…

A party may rescind a contract without the consent of the opposite party on the ground of nonperformance by that party but only when both parties can be restored to the condition in which they were before the contract was made. (Orig. Code 1863, § 2801; Code 1868, § 2809; Code 18…

Commercial Bancorp, 220 Ga. App. 13, 467 S.E.2d 355 (1996). Release normally does not relate to a future or contingent claim. — If a ‘‘release’’ speaks in terms of future or contingent claim, it is more accurately denominated ‘‘a covenant not to sue.’’ Thus, a covenant not to sue…

A covenant never to sue is equivalent to a release as is a bond to indemnify a debtor against his own debt. (Orig. Code 1863, § 2802; Code 1868, § 2810; Code 1873, § 2861; Code 1882, § 2861; Civil Code 1895, § 3714; Civil Code 1910, § 4308; Code 1933, § 20-909.)

Intermarriage of the parties generally releases a debt created prior to marriage. However, intermarriage of the parties does not release a debt arising from an antenuptial contract. (Orig. Code 1863, § 2804; Code 1868, § 2812; Code 1873, § 2863; Code 1882, § 2863; Civil Code 1895…

Any fact going to show that a contract was not obligatory, though executed, may be pleaded as a defense. (Orig. Code 1863, § 2797; Code 1868, § 2805; Code 1873, § 2856; Code 1882, § 2856; Civil Code 1895, § 3706; Civil Code 1910, § 4300; Code 1933, § 20-901.)

Where covenants are dependent, the failure of performance by the opposing party may be a good defense. (Orig. Code 1863, § 2799; Code 1868, § 2807; Code 1873, § 2858; Code 1882, § 2858; Civil Code 1895, § 3709; Civil Code 1910, § 4303; Code 1933, § 20-904.)