Dobbs v. Titan Properties, Inc., s. 71404

Decision Date21 March 1986
Docket NumberNos. 71404,71405,s. 71404
Citation343 S.E.2d 419,178 Ga.App. 389
PartiesDOBBS v. TITAN PROPERTIES, INC. TITAN PROPERTIES, INC. v. DOBBS.
CourtGeorgia Court of Appeals

E. Lewis Hansen and Judith Inge Harris, Atlanta, for appellant.

C. Frederick Paynter, Jr. and Jack W. Ward, Atlanta, for appellee.

BEASLEY, Judge.

On December 9, 1983, Kaplan, as president of Equipment Exchange, Inc., the property owner, signed a 61-month lease agreement with Dobbs for a 64,000-square-foot warehouse; a rental schedule was included. Dobbs paid three months' rent and thereafter failed to make any further payments under the lease but still continued to occupy the premises.

Equipment Exchange subsequently assigned the lease to Titan Properties, Inc. which brought a complaint against Dobbs seeking past due rent, interest, unpaid expenditures to the leased property, and attorney fees. A bench trial resulted in a judgment for plaintiff awarding past due rent, interest and attorney fees in the aggregate amount of $112,887.59. Dobbs appealed, and Titan cross-appealed from the exclusion of evidence regarding its further claim for unpaid expenditures Dobbs was obligated by the lease to pay.

1. Dobbs has continued to occupy the premises for at least two years without paying rent. He now claims that the lease agreement was void ab initio because Kaplan lacked written authority to act for the corporation. Dobbs contends that because the execution of the lease must be in writing to satisfy the statute of frauds (OCGA § 13-5-30), the act creating Kaplan's agency must be executed with the same formality. This argument is specious.

First, in Baxley Hardware Co. v. Morris, 165 Ga. 359(2)(8), 140 S.E. 869 (1927) it was claimed that a written contract for the lease of real estate was not binding because the plaintiff's name was signed by her husband without her written authority. The Court refused to accept the "equal dignity" argument holding that the plaintiff was estopped from denying the validity of the contract where the defendant had taken possession, made improvements as contemplated by the rental agreement and plaintiff had accepted rent payments.

Second, assuming arguendo that Kaplan acted ultra vires in executing the lease on behalf of the corporation, his act was nevertheless ratified by the corporation when it accepted rent and allowed Dobbs to occupy the premises. Moreover, the corporation's assignment of the lease to Titan further demonstrated that it recognized the validity of the original contract. Finally, the instant complaint admits the existence of the lease agreement. Although the lawsuit was brought by Titan, the assignee, Equipment Exchange, Inc. did nothing to repudiate the contract.

It has long been the law in Georgia that " '[a] ratification by the principal relates back to the act ratified, and takes effect as if originally authorized. A ratification may be express, or implied from the acts or silence of the principal ...' 'Where a principal is informed by his agent of what he has done, the principal must express his dissatisfaction within a reasonable time, otherwise his assent to his agent's acts will be presumed ... Unless the principal repudiates the act promptly or within a reasonable time, a ratification will be presumed'." Thompson v. Neely & Wilcox, 32 Ga.App. 131, 133, 123 S.E. 171 (1924); see also, Burke County Bd. of Education v. Raley, 104 Ga.App. 717, 720(1), 123 S.E.2d 272 (1961).

The undisputed facts demonstrate the existence of a contract which, even if invalid initially, was later ratified by the corporation.

Dobbs' actions prior to defending this lawsuit consistently show recognition and acceptance of the lease. Rent was paid for three months, an option provision of the lease was invoked by Dobbs and a written promise was given to pay all arrearages at the time of closing. (No closing ever took place because Dobbs subsequently reneged on the option commitment). Most significantly, in his answer to the instant complaint, Dobbs admitted that he entered into a lease contract with Equipment Exchange, Inc. The totality of his conduct until the time of trial supports the position that Dobbs assumed a contract to be in force. This eleventh hour challenge is untenable.

We thereby affirm the judgment of the trial court.

2. We further find that this appeal is totally without merit and that it has been taken solely for purposes of delay. Appellant has obtained possession and use of the property rent free for approximately two years. He has been afforded a full opportunity in court and has received a fair adjudication of the issue in dispute. Pursuant to OCGA § 5-6-6 damages are awarded against appellant and in favor of the appellee at the rate of 10% on the amount of the judgment. The award shall be entered in the remittitur. Felker v. Johnson, 189 Ga. 797, 7 S.E.2d 668 (1940).

3. In its cross-appeal, Titan claims that the court erroneously ruled that there was no evidence of damage flowing from the breach of Special Stipulation 7, and therefore, the amount sought is not recoverable.

Special Stipulation 7 to the lease agreement provides: "Tenant hereby agrees to provide evidence of expenditures for the property within the first twelve (12) month...

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13 cases
  • U. S. Bank Trust National Association v. Chieftain Atlanta, L. P.
    • United States
    • Georgia Court of Appeals
    • September 20, 2021
    ...ratified a settlement agreement when, inter alia, it initially accepted payment under the agreement), Dobbs v. Titan Properties, Inc. , 178 Ga. App. 389, 390-391 (1), 343 S.E.2d 419 (1986) (concluding that a corporation ratified a lease by accepting rent and allowing occupation), and Powers......
  • Sharpe v. Department of Transp.
    • United States
    • Georgia Supreme Court
    • October 5, 1998
    ...remedied, or they are waived. [Cit.]" State v. Williamson, 247 Ga. 685, 686, 279 S.E.2d 203 (1981). See also Dobbs v. Titan Properties, 178 Ga.App. 389(4), 343 S.E.2d 419 (1986). "On appeal only issues properly raised before the trial court will be considered." Dept. of Transp. v. Hillside ......
  • Hertz Corp. v. McCray, A90A2237
    • United States
    • Georgia Court of Appeals
    • February 4, 1991
    ...Georgia law, that the alleged injured party who asserted breach of contract has the burden of proof. Compare Dobbs v. Titan Properties, 178 Ga.App. 389, 391(3), 343 S.E.2d 419; Adamson Co. v. Owens-Illinois Dev. Corp., 168 Ga.App. 654, 657, 309 S.E.2d 913 and James v. Emmco Ins. Co., 71 Ga.......
  • Barnett v. State, 71322
    • United States
    • Georgia Court of Appeals
    • March 21, 1986
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