City of Coll. Park v. City of Sandersville

• Decision Date: 20 October 2021
• Docket Number: A21A1048
• Citation: 864 S.E.2d 680,361 Ga.App. 529
• Parties: The CITY OF COLLEGE PARK et al. v. The CITY OF SANDERSVILLE.
• Court: Georgia Court of Appeals

361 Ga.App. 529

864 S.E.2d 680

The CITY OF COLLEGE PARK et al.

v.The CITY OF SANDERSVILLE.

A21A1048

Court of Appeals of Georgia.

October 20, 2021

Winston A. Denmark, Jonesboro, Bryan Paul Tyson, Bryan Francis Jacoutot, Atlanta, Danielle Marie Matricardi, Jonesboro, Valorri C. Jones, Rebecca Woods, Atlanta, Aliayah Jasmine Baaith, Loree Anne Paradise, Atlanta, for Appellant.

Keenan Richard Howard, Edward H. Wasmuth Jr., Atlanta, Bob B. Langstaff Langstaff, Leah Ward Sears, Atlanta, for Appellee.

Phipps, Senior Appellate Judge.

The City of College Park sued the City of Sandersville, claiming Sandersville had breached a contract between College Park, Sandersville, and the Municipal Electric Authority of Georgia ("MEAG"). MEAG later intervened, and both College Park and MEAG moved for summary judgment. After the trial court denied the motions for summary judgment, the case proceeded to trial before a jury, which returned a verdict in favor of Sandersville. College Park appeals, challenging the denial of its motion for summary judgment and contending the trial court erred by allowing testimony regarding the Sandersville city council's legislative intent, providing erroneous jury instructions, and asking the jury to answer purely legal questions.¹

"Following a jury trial, we view the evidence in the light most favorable to the verdict." Clements v. Weaver , 301 Ga. App. 430, 430, 687 S.E.2d 602 (2009). So viewed, the record shows that College Park and Sandersville are both eligible to contract with MEAG to purchase electric power and energy. See OCGA §§ 46-3-129, 46-3-130. In 2007, Sandersville officials believed the city would need access to additional electricity for a contemplated new factory. To meet that need, MEAG, on behalf of Sandersville, negotiated a proposal for Sandersville to purchase additional power from College Park.

The subject of the proposed contract between Sandersville and College Park came before Sandersville's city council on September 4, 2007, when it was tabled until a meeting scheduled for September 17, 2007. At the September 17 meeting, Sandersville's mayor pro-tem moved to "finalize" the contract. According to the mayor pro-tem's trial testimony, the Sandersville city council at that time had some paperwork regarding the contract, but it did not have "Exhibit A," an attachment that included the payment terms. The motion to finalize carried unanimously. The mayor pro-tem testified at trial that the motion to finalize was not a motion to approve, and that the city council therefore did not approve the contract at the September 17 meeting.

A few days after the September 17, 2007 city council meeting, the Sandersville city administrator told the Sandersville mayor that the contract for the purchase of power from College Park was ready for his signature. The mayor signed the contract on behalf of Sandersville, although Exhibit A still was not attached to the contract at that time. The mayor testified at trial that he would not have signed the contract if he had seen Exhibit A, which provided that Sandersville's payment obligations over the course of the contract would total more than $41 million.

Although Sandersville initially made the annual payments listed in Exhibit A, it stopped doing so in 2015. Consequently, in 2017, College Park sued Sandersville for breach of contract and several related claims. After MEAG later joined the case as an intervenor plaintiff, College Park and MEAG filed motions for summary judgment. The trial court denied summary judgment on grounds that "issues of material fact exist[ed] as to whether all essential terms of the Contract were agreed upon and whether the Mayor was authorized to sign the Contract." In its order denying summary judgment, the trial court found there was "evidence that at least part of the Contract (Exhibit A) was not reduced to writing before being voted upon as required by Sandersville's [c]harter." The trial court also found there was evidence that the motion to finalize the contract did not amount to an approval of the contract by the city council as required by Sandersville's charter. Following the denial of summary judgment, the case was heard by a jury, which returned a verdict in favor of Sandersville. The trial court entered judgment in favor of Sandersville, and this appeal followed.

1. College Park contends that the trial court erred by denying its motion for summary judgment based on the erroneous conclusion that issues of material fact remained concerning whether all essential terms of the contract were agreed upon and whether the mayor of Sandersville was authorized to sign the contract. This claim is moot.

"[A]fter verdict and judgment, it is too late to review a judgment denying a summary judgment, for that judgment becomes moot when the court reviews the evidence upon the trial of the case." Moore v. Moore , 281 Ga. 81, 85 (6), 635 S.E.2d 107 (2006) (citation and punctuation omitted). The one exception to this rule is that "if the legal issues raised and resolved in denying the motion for summary judgment were not considered at trial, then the denial of the motion is not rendered moot by the verdict and judgment." AgSouth Farm Credit, ACA v. Gowen Timber Co. , 336 Ga. App. 581, 586 (1), 784 S.E.2d 913 (2016) (citation and punctuation omitted).

In this case, the issue of whether College Park and Sandersville formed a contract that satisfied the requirements of Sandersville's charter was squarely before the jury. Evidence was presented at trial regarding whether all essential terms of the contract were agreed upon and whether the mayor of Sandersville was authorized to sign the contract. The jury heard evidence that when the Sandersville city council voted to finalize the contract, the council did not have Exhibit A. The jury also heard evidence that the motion to finalize was not a motion to approve the contract.² After hearing the evidence, the jury found that the contract between College Park and Sandersville was not valid and enforceable. "Because the legal issue raised and resolved in denying the motion for summary judgment was considered at trial, [College Park's] motion for summary judgment is moot."

AgSouth Farm Credit , 336 Ga. App. at 586 (1), 784 S.E.2d 913 (citation and punctuation omitted).

2. College Park next contends that the trial court erred by denying its motion for summary judgment because – assuming the parties entered into an agreement here – Sandersville had no legal defense to its duties under the contract. This enumeration presents nothing for this Court to review.

The trial court bifurcated the trial in this case, deferring consideration of Sandersville's "remaining legal defenses" until after the jury had addressed the threshold issue of whether a contract was formed.³ In its order entering judgment in favor of Sandersville, the court concluded that, "in light of the jury verdict finding the Contract unenforceable, the remaining legal issues are moot." The trial court never conducted a trial on these additional defenses and never ruled on them, either in its order denying summary judgment or at trial. Consequently, this appeal presents no ruling on these additional defenses for this Court to review. See Waters v. Glynn County , 237 Ga. App. 438, 441 (4), 514 S.E.2d 680 (1999) ("Where a trial court does not rule on an issue, it remains outside the jurisdiction of this Court and we cannot consider it.").

3. College Park claims that the trial court erred by allowing testimony regarding the Sandersville city council's "legislative intent" about the approval of the contract. We find no error.

The admission or exclusion of evidence "is generally committed to the sound discretion of the trial court, whose determination shall not be disturbed on appeal unless it amounts to an abuse of discretion." Cooper Tire & Rubber Co. v. Crosby , 273 Ga. 454, 456-457 (2), 543 S.E.2d 21 (2001) (citations and punctuation omitted).

College Park contends that Sandersville approved the contract under the terms of its charter and the trial court should have prohibited any evidence concerning the "legislative intent" of Sandersville's city council at the time the contract allegedly was approved. On appeal, College Park does not specifically identify any evidence of legislative intent it claims was erroneously admitted. However, prior to trial, College Park filed a motion in limine asking the trial court to prohibit testimony concerning the legislative intent of Sandersville's city council when it voted to finalize the contract on September 17, 2007. In response, Sandersville argued that it did not intend to offer testimony to show legislative intent. Sandersville argued that, instead, the testimony it intended to offer would help the factfinder determine whether the purported approval of a contract was actually accomplished. At trial, over College Park's objection, Sandersville's mayor pro-tem testified that his motion to "finalize" the contract at the September 17, 2007 meeting was not a motion to approve, and that the city council therefore did not approve the contract at that meeting.

Testimony concerning legislative intent – the reasons underlying a legislative enactment – is inadmissible. Fulton County v. Dangerfield , 260 Ga. 665, 666 (1) (b), 398 S.E.2d 14 (1990) ; Jackson v. Delk , 257 Ga. 541, 543 (2), 361 S.E.2d 370 (1987). On...