Brannen/Goddard Co. v. Sheffield, Inc.
| Decision Date | 03 November 1999 |
| Docket Number | No. A99A1581.,A99A1581. |
| Citation | 524 S.E.2d 534,240 Ga. App. 667 |
| Parties | BRANNEN/GODDARD COMPANY v. SHEFFIELD, INC. |
| Court | Georgia Court of Appeals |
OPINION TEXT STARTS HERE
Harman, Owen, Saunders & Sweeney, Perry A. Phillips, Atlanta, for appellant.
Gambrell & Stolz, Robert G. Brazier, Christopher R. Stovall, Seaton D. Purdom, Atlanta, for appellee.
Brannen/Goddard Company, a commercial real estate firm, brought suit against Sheffield, Inc., the owner of Buckhead Centre, to recover commissions it alleged were owed for space leased to Advance Security. Sheffield answered and denied liability, and cross-motions for summary judgment were filed. The trial court granted Sheffield's motion and denied that of Brannen/Goddard, and Brannen/Goddard appeals.
The dispute centers on the construction of two documents: the original lease executed by Advance Security and the building's then owner, Julian LeCraw & Company, in 1985, and a letter agreement creating the continuing obligation to pay commissions to Brannen/Goddard. We conclude that the trial court correctly found that a lease executed by Advance Security on November 1, 1990, was a new lease, rather than an extension of the original lease; that the letter agreement providing for Brannen/Goddard's commissions was unambiguous; and that it did not provide for a commission to be paid for a new lease. We therefore affirm the trial court's grant of summary judgment to Sheffield.
The record shows that the original lease, which was procured by Brannen/Goddard, was executed on April 10, 1985. Its term was from July 1, 1985 to November 30, 1992, and special stipulation 1 of the lease provides that
Several amendments to the lease were executed subsequently. In December 1989, Sheffield purchased the building from LeCraw's successor. Under the terms of the purchase agreement, the purchaser executed an agreement assuming the seller's obligations under the leases, including all leasing commissions. Thereafter, Sheffield began paying Brannen/Goddard monthly commissions due under the original lease.
In July 1990, after appointing Coldwell Banker Commercial Real Estate Services as its exclusive agent, Advance Security negotiated a new lease with Sheffield. The new lease was executed on November 1, 1990. It covered more and different space in the building and included a significantly reduced rental rate. Because the new lease began approximately two years before the original lease was due to expire, Sheffield continued to make commission payments to Brannen/Goddard through October 1992. It made no payments to Brannen/Goddard under the new lease.
Brannen/Goddard contends the trial court erred in concluding that Sheffield was not required to pay it commissions under the new lease. Its primary contention is that the new lease was merely a "renewal" of the old lease and that the letter agreement obligating payment of commissions to Brannen/Goddard required payment of commissions for "renewals." We do not agree with either contention.
First, nowhere does the letter agreement obligate Sheffield or its predecessor, LeCraw, to pay commissions to Brannen/Goddard for lease "renewals." It is true that the terms "renewal," "new lease," and "extension" are sometimes used interchangeably and often confused. The terms have engendered much litigation. See, e.g., Cumberland Center Assoc. v. Southeast Mgmt. &c. Corp., 228 Ga.App. 571, 576-579, 492 S.E.2d 546 (1997), overruled on other grounds, Atlanta Market Center Mgmt. Co. v. McLane, 269 Ga. 604, 610, 503 S.E.2d 278 (1998); Chalkley v. Ward, 119 Ga.App. 227, 166 S.E.2d 748 (1969); Candler v. Smyth, 168 Ga. 276, 147 S.E. 552 (1929). But, a Crystal Blue Granite Quarries v. McLanahan, 261 Ga. 267(1), 404 S.E.2d 266 (1991). See also Powell v. Norman Elec. Galaxy, 229 Ga.App. 99, 100(1), 493 S.E.2d 205 (1997)....
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