Citadel Corp. v. Sun Chemical Corp.
| Decision Date | 17 March 1994 |
| Docket Number | No. A94A0643,A94A0643 |
| Citation | 212 Ga.App. 875,443 S.E.2d 489 |
| Parties | CITADEL CORPORATION v. SUN CHEMICAL CORPORATION et al. |
| Court | Georgia Court of Appeals |
Smith, Currie & Hancock, Charles W. Surasky, and George Q. Sewell, for appellant.
Sprouse, Tucker & Ford, William L. Tucker, Edward M. Harris & Associates, Edward M. Harris, Vicki M. Knott, and Drew, Eckl & Farnham, T. Bart Gary, for appellees.
Citadel Corporation appeals the grant of partial summary judgment which ruled that Citadel released $531,294 in claims by signing modifications and pay application releases. Citadel also contends the trial court erred in compelling it to produce documents protected by the work product doctrine. This dispute arises out of construction contracts whereby Citadel built a manufacturing plant and administration building for the predecessor of Sun Chemical Corporation.
Fluor Daniel, Inc. ("Fluor") and Citadel entered four modifications on the contracts. Each modification provided in bold print:
In addition, Citadel submitted monthly pay applications which provided that on receipt of payment, Citadel "does hereby ... further remise, release and forever discharge Fluor Daniel and [Sun Chemical] ... of and from any and all manner of claims, demands, and causes of action whatsoever against [them] which contractor ... may have for, upon or by reason of any matter, cause or thing whatsoever arising under or out of the contract, as of release date, except the following (none, unless noted): _____________________"
Citadel contends summary judgment was improper because the parties did not intend the releases to act as general releases, because appellees waived the releases, and because there was no consideration for the releases. Appellees contend Citadel's claims are for extra compensation related to events prior to June 1990, and were concocted by Citadel after it realized in May 1990, that it would not make a profit; that the claims were for completed items for which Citadel submitted no claim in writing before executing the modifications and monthly pay application releases; and that such claims were released when Citadel executed the monthly pay application releases and modifications not later than June 1990.
Citadel contends the releases specifically release only those claims arising out of the contract as of the release date, and not those which may be made later. Held:
1. Citadel's motion to strike appellees' brief is denied.
2. As to standards applicable on motions for summary judgment, see Lau's Corp. v. Haskins, 261 Ga. 491, 405 S.E.2d 474. Georgia law applies to construction of these contracts. The language in the contracts, including the releases in the modifications and monthly pay applications, is unambiguous and susceptible to only one reasonable construction. See Foshee v. Harris, 170 Ga.App. 394, 395, 317 S.E.2d 548; R.S. Helms, Inc. v. GST Dev. Co., 135 Ga.App. 845, 848, 219 S.E.2d 458. The fact that the scope of the releases is broad does not make them ambiguous, unreasonable per se, or otherwise unenforceable. See McDowell v. Lackey, 200 Ga.App. 506, 508, 408 S.E.2d 481. The contract was a fixed price contract, and alterations were made by modification. The releases in the modifications released not merely claims for changes referred to in the modifications, but "further release[d] all other claims ... for additional compensation under this contract [except those claims previously submitted in writing in strict accordance with the contract]." This language is clear. It means that as each modification was executed, all claims were released except those previously made in writing. Thus, no new claims would arise except those preserved in writing in accordance with the contract terms, or specifically provided for in a new modification executed by the parties. In addition,...
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