Gwinnett Cnty. v. Old Peachtree Partners, LLC., A14A1173.
| Decision Date | 23 October 2014 |
| Docket Number | No. A14A1173.,A14A1173. |
| Citation | 764 S.E.2d 193,329 Ga.App. 540 |
| Court | Georgia Court of Appeals |
| Parties | GWINNETT COUNTY v. OLD PEACHTREE PARTNERS, LLC. |
329 Ga.App. 540
764 S.E.2d 193
GWINNETT COUNTY
v.
OLD PEACHTREE PARTNERS, LLC.
No. A14A1173.
Court of Appeals of Georgia.
Oct. 23, 2014.
Reconsideration Denied Nov. 13, 2014.
Certiorari Denied March 30, 2015.
Michael Peter Ludwiczak, Michael V. Stephens II, for Appellant.
Balch & Bingham, Michael J. Bowers, Malissa Anne Kaufold–Wiggins, Atlanta, Webb, Tanner, Powell, Mertz & Wilson, Anthony O.L. Powell, Lawrenceville, for Appellee.
Opinion
BARNES, Presiding Judge.
This is the second appearance of this case arising out of a settlement in which Gwinnett County agreed to, among other things, purchase 16.203 acres of property from Old Peachtree Partners, LLC for the price of $5.2 million. The settlement was reached to resolve all
of the pending litigation between the parties, including a condemnation action that had been filed by the County. The trial court initially concluded that the settlement agreement was unenforceable, but this Court reversed and held that the County was bound by the settlement. See Old Peachtree Partners, LLC v. Gwinnett County, 315 Ga.App. 342, 345 –348(1), 726 S.E.2d 437 (2012) (“Old Peachtree Partners I ”). Following remand, the trial court entered an order enforcing the settlement, and the parties closed on the transaction, with the County paying Old Peachtree for the purchase of the 16.203 acres. The trial court ultimately awarded prejudgment interest to Old Peachtree on the purchase price for the 16.203 acres of property and ruled that Old Peachtree was entitled to a trial on its claim for incidental damages. The County now appeals the trial court's award of prejudgment interest and its grant of a trial on Old Peachtree's claim for incidental damages. For the reasons discussed below, we affirm.
This case began with Gwinnett County filing two lawsuits seeking to acquire property owned by Old Peachtree for a public road extension project.1 Old Peachtree owned two adjacent parcels of property in Gwinnett County located in the area of the road extension, the first parcel consisting of 1.867 acres and the second parcel consisting of 16.203 acres. In the first lawsuit filed against Old Peachtree in April 2008, the County asserted claims for specific performance and breach of contract, seeking to enforce the terms of an option agreement to purchase Old Peachtree's first parcel of property for $1,100,000. Old Peachtree answered, alleging that the
County had failed to satisfy a condition precedent to exercising the option. Old Peachtree also asserted counterclaims for fraud and for inverse condemnation of its second parcel of property, contending that the County's installation of a sewer line across its property after acquiring the first parcel would destroy Old Peachtree's ability to develop the second parcel.
While the first lawsuit was pending, the County filed a second lawsuit against Old Peachtree. The second suit was a condemnation action instituted for the purpose of acquiring Old Peachtree's first parcel of property for the road extension.
In the summer of 2009, the parties began to discuss a settlement to resolve the pending litigation, including the condemnation action. Old Peachtree presented the County with a written offer of settlement on May 1, 2009, and on May 5, 2009, the Gwinnett County
Board of Commissioners (the “Board”) met in executive session and rejected the offer. However, the Board authorized the county attorney to present Old Peachtree with a counteroffer of settlement to resolve both pending lawsuits, and the attorney conveyed the counteroffer to Old Peachtree by letter dated May 8, 2009. The counteroffer included payment by the County of $1,100,000 for the first parcel that was the subject of the condemnation action, and $5,265,975 for the second parcel that Old Peachtree argued had been inversely condemned. Under the terms of the counteroffer, the County offered to settle all pending disputes between the parties in exchange for Old Peachtree agreeing to the aforementioned prices as payment for the two parcels. On May 12, 2009, Old Peachtree, through its attorney, verbally accepted the County's settlement counteroffer.
The parties began preparing the documents that were the subject of the settlement agreement, including a purchase and sale agreement, a final consent order, and a mutual general release. Old Peachtree signed and delivered the settlement documents to the County on June 13, 2009. However, on August 4, 2009, the Board voted against the purchase of Old Peachtree's property.
After the County refused to carry out the settlement agreement, Old Peachtree filed a counterclaim in the first lawsuit for breach of that agreement. In its prayer for relief, Old Peachtree prayed for damages, prejudgment interest, and “such other and further relief as the [trial court] deem[ed] just, equitable and proper under the facts, circumstances, and evidence presented in this case.” The parties then filed cross-motions for summary judgment relating to the enforceability of the option agreement and the settlement agreement. The County argued, among other things, that the settlement agreement was unenforceable because approval of the purchase by the full Board at a public meeting was a condition precedent to the settlement that had not been satisfied. The trial court agreed with the County and ruled that the parties were not bound by the settlement.
Old Peachtree appealed the trial court's ruling on the enforceability of the settlement to this Court. We reversed the trial court, concluding that approval of the full Board was not a condition of the settlement agreement and that the county attorney had authority to extend the settlement counteroffer to Old Peachtree that was accepted on May 12, 2009. See Old Peachtree Partners I, 315 Ga.App. at 345 –348(1), 726 S.E.2d 437. We therefore concluded that the settlement agreement was binding and enforceable against the County. See id.
After the Supreme Court of Georgia denied certiorari, Old Peachtree made written demands to the County on January 14, 2013 and February 1, 2013 seeking payment for the two parcels of Old Peachtree's
property referenced in the settlement agreement, plus prejudgment interest and other damages. The Board rejected the demands on February 5, 2013.
Old Peachtree then filed a motion to enforce the settlement agreement on February 22, 2013. Old Peachtree sought specific performance of the settlement agreement and prejudgment interest under OCGA § 7–4–15 on the purchase price owed by the County for the two parcels of Old Peachtree's property. Old Peachtree also requested a trial on the incidental damages it allegedly had incurred
as a result of the County's refusal to carry through with the settlement agreement. Specifically, Old Peachtree argued that it was entitled to recover the costs (i.e., property taxes, interest on the property's mortgage, and property insurance) it had incurred in continuing to maintain the property since 2009 when the County should have taken possession of the property pursuant to the settlement agreement.
The County initially opposed the motion, but ultimately consented to the trial court awarding specific performance. On April 10, 2013, the trial court granted Old Peachtree's motion to enforce the settlement agreement. The trial court ordered the County to tender into the court registry in the condemnation action the full amount it had agreed to pay for the first parcel of Old Peachtree's property. The court further ordered the County to complete its purchase of the second parcel of Old Peachtree's property for the agreed upon price of $5,265,975. The trial court reserved ruling on the issues of prejudgment interest and incidental damages.
Pursuant to the trial court's enforcement order, on April 24, 2013, the County tendered the funds into the court registry in the condemnation action for the acquisition of Old Peachtree's first parcel of property. On May 7, 2013, the County complied with the enforcement order and acquired Old Peachtree's second parcel in exchange for the agreed-upon purchase price.
The trial court addressed the issue of prejudgment interest in a subsequent order entered on May 15, 2013. The trial court awarded prejudgment interest on the amount that the County had deposited into the court registry in the condemnation action for the first parcel of Old Peachtree's property on April 24, 2013, but not on the $5,265,975 purchase price that had been paid by the County for the second parcel on May 7, 2013. The trial court accepted the County's argument that the County was not obligated to pay prejudgment interest on the $5,265,975 because interest did not start to accrue on the purchase price until the County took actual possession of the second parcel, which did not occur until May 7, 2013, the same day that it made full payment to Old Peachtree. Consequently, the trial court found that
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