Langley v. MP Spring Lake, LLC.

• Decision Date: 21 October 2019
• Docket Number: S18G1326
• Court: Georgia Supreme Court
• Parties: LANGLEY v. MP SPRING LAKE, LLC.

307 Ga. 321

834 S.E.2d 800

LANGLEY

v.MP SPRING LAKE, LLC.

S18G1326

Supreme Court of Georgia.

Decided: October 21, 2019

Matthew Gebhardt, Gebhardt Law Firm, 235 Peachtree Street NE, Suite 400, Atlanta, Georgia 30303, Naveen Ramachandrappa, Bondurant, Mixson & Elmore, LLP, 1201 West Peachtree Street N.W., Suite 3900, Atlanta, Georgia 30309-3417, for Appellant.

Dana J. Norman, Thomas Charles Blaska, II, Thomas C. Blaska, The Blaska Law Firm, 8565 Dunwoody Place, Building 15, Suite A, Atlanta, Georgia 30350-3332, Laura Wilson Speed, Speed & King LLC, 4200 Northside Parkway, NW, Building 14, Suite 350, Atlanta, Georgia 30327, John David Hadden, The Hadden Law Firm, LLC, 44 Broad Street, Suite 600, Atlanta, Georgia 30303, Caleb Frank Walker, Katherine L. McArthur, LLC, 6055 Lakeside Commons Drive, Suite 400, Macon, Georgia 31210, Janise L. Miller, Post Office Box 11229, Atlanta, Georgia 30310, Kenneth M. Sissel, Alan B. Gordon, 746 Pleasant Hill Road Lilburn, Georgia 30047, Eugene C. Brooks, IV, Brooks Law Office, P.O. Box 9545, Savannah, Georgia 31412, Cole Thaler, Crystal Angelique Redd, Atlanta Volunteer Lawyers Foundation, 235 Peachtree Street, N.E., Suite 1750 Atlanta, Georgia 30303, for Amicus Appellant.

Sun S. Choy, Jacob Edward Daly, Wes C. Jackson, Freeman Mathis & Gary, LLP, 100 Galleria Parkway, Suite 1600, Atlanta, Georgia 30339-5948, for Appellee.

Mark W. Wortham, Austin Atkinson, Pearson Kern Cunningham, Hall Booth Smith, P.C., 191 Peachtree Street, NE, Ste. 2900, Atlanta, Georgia 30303-1775, Hall F. McKinley, III, Drew, Eckl & Farnham, LLP, P. O. Box 7600, Atlanta, Georgia 30357, Martin Adam Levinson, Hawkins Parnell Thackston & Young LLP, 303 Peachtree Street, N.E., Suite 4000, Atlanta, Georgia 30308, Garret Warrington Meader, Drew Eckl & Farnham LLP, 777 Gloucester Street, Suite 305, Brunswick, Georgia 31520, James Miachaell Williams, Fowler Hein Passino Cheatwood & Williams, LLP, 2970 Clairmont Road, Suite 220, Atlanta, Georgia 30329, John J. McDermott, National Apartment Association, 4300 Wilson Boulevard, Ste. 800, Arlington, Virginia 22203, for Amicus Appellee.

Kevin Patrick Branch, Zach M. Matthews, McMickle, Kurey & Branch, LLP, 217 Roswell Street, Suite 200 Alpharetta, Georgia 30009, for Other Party.

Bethel, Justice.

In Langley v. MP Spring Lake, LLC , 345 Ga. App. 739, 813 S.E.2d 441 (2018), the Court of Appeals affirmed the trial court’s grant of summary judgment in favor of MP Spring Lake ("Spring Lake") on two premises-liability tort claims brought by Pamela Langley. Langley petitioned for certiorari, which we granted, posing the following two questions: (1) Does the "Limitations on Actions" provision of Langley’s lease contract apply to her premises-liability tort action against MP Spring Lake, LLC?; and (2) If so, is that provision enforceable?

For the reasons explained below, we conclude that the provision is not applicable to Langley’s premises-liability tort action against Spring Lake. We therefore reverse the judgment of the Court of Appeals and remand the case for further proceedings. In light of that conclusion, we do not reach the second question.

As set forth by the Court of Appeals in a light most favorable to Langley, the facts of this case are as follows:

[Langley] filed suit against Spring Lake on March 3, 2016, alleging that on March 3, 2014, while a lawful tenant of Spring Lake Apartments in Morrow, Georgia, she fell in a common area of the complex when her foot got caught and slid on a crumbling portion of curb. She later made claims of negligence and negligence per se due to Spring Lake’s alleged failure to repair the curb despite being aware of its disrepair.

Spring Lake asserted, as one of its defenses, that Langley’s claims were barred by a contractual limitation period contained within her lease. Spring Lake then moved for summary judgment on this basis, arguing that, because Langley’s lease contained a one-year limitation period for legal actions and she filed her complaint two years after the injury occurred, her claim was time-barred. More specifically, Spring Lake argued that because Langley’s claims accrued on March 3, 2014, when she fell, she was required by her lease to file suit on or before March 3, 2015.

The lease at issue was entered into on May 7, 2013, with an effective period of June 5, 2013, to June 4, 2014. In the thirty-third paragraph of the lease, the agreement provides:

Limitation on Actions. To the extent allowed by law, Resident also agrees and understands that any legal action against Management or Owner must be instituted within one year of the date any claim or cause of action arises and that any action filed after one year from such date shall be time barred as a matter of law [the "Limitation Provision"].

In response to Spring Lake’s motion for summary judgment, Langley argued that (1) the [Limitation Provision] was too ambiguous to be enforceable; (2) the [Limitation Provision] was only applicable to actions that arose from the contract itself, not an unrelated personal-injury action; (3) Spring Lake was estopped from relying upon the [Limitation Provision] due to statements made by representatives of Spring Lake’s insurance carrier both before and after the expiration of the one-year period; and (4) it was fundamentally unfair to enforce the [Limitation Provision] because neither party was even aware of its existence.

The trial court rejected Langley’s arguments and granted Spring Lake’s motion for summary judgment, concluding that the provision was enforceable. Specifically, the court found that Langley’s personal-injury claims were time-barred because she filed suit after the expiration of the one-year contractual limitation period.

Langley , 345 Ga. App. at 739-740, 813 S.E.2d 441.

The Court of Appeals affirmed the trial court’s grant of summary judgment, holding that the Limitation Provision applied to Langley’s premises-liability tort action. Id. at 743, 813 S.E.2d 441. The Court of Appeals determined that the language of the Limitation Provision was clear and unambiguous, which foreclosed it being read, as Langley urged, to apply only to actions arising from the lease itself. In reaching this decision, the Court of Appeals focused on the phrase "any legal action," summarily concluding that, "[a]lthough the language of the ... [Limitation Provision] is broad and does not explicitly specify that it includes personal injury actions, it nevertheless encompasses any legal action Langley might have instituted against the owner or management of her apartment complex." (Emphasis in original.) Id. at 743, 813 S.E.2d 441.

In support of this conclusion, the Court of Appeals noted that "contractual-limitation-period clauses are enforceable in Georgia" and that "Langley [pointed] to no supporting authority that holds such provisions are inapplicable to personal-injury actions." Id. at 742-743, 813 S.E.2d 441. But in so holding, the Court of Appeals relied upon cases interpreting time-limitation provisions contained in insurance policies, in cases involving claims brought under the policy. See, e.g., Thornton v. Ga. Farm Bureau Mut. Ins. Co. , 287 Ga. 379, 380 (1), 695 S.E.2d 642 (2010) (applying contractual time-limitation provision to suit over denial of coverage under insurance policy); Rain & Hail Ins. Servs. Inc. v. Vickery , 274 Ga. App. 424, 425 (1), 618 S.E.2d 111 (2005) (applying contractual time-limitation provision to suit over insurer’s failure to pay insured’s claim); Dailey v. Cotton States Mut. Ins. Co. , 207 Ga. App. 139, 140, 427 S.E.2d 109 (1993) (applying contractual time-limitation provision to suit over insurer’s failure to investigate insurance claim).

By focusing narrowly on the language of the Limitation Provision without regard to the full context of the lease agreement of which it was a part, the Court of Appeals’ analysis failed to address the more fundamental problem at issue. Specifically, the question here is not whether contractual time-limitation provisions are generally enforceable in this State; that question is clearly answered in the affirmative as to claims for breach of contract.¹ Rather, the question is whether the Limitation Provision agreed to by the parties in this case, who were at the time creating a landlord-tenant relationship, applies to Langley’s premises-liability tort claim. For the reasons explained below, we conclude that it does not.

"On appeal, this Court’s review of a trial court’s construction of a contract is de novo." (Citation omitted.) Borders v. City of Atlanta , 298 Ga. 188, 197 (II), 779 S.E.2d 279 (2015). To begin our inquiry, we invoke the familiar framework of contractual construction, which involves three steps:

First, the trial court must decide whether the language is clear and unambiguous. If it is, the court simply enforces the contract according to its clear terms; the contract alone is looked to for its meaning. Next, if the contract is ambiguous in some respect, the court must apply the rules of contract construction to resolve the ambiguity. Finally, if the ambiguity remains after applying the rules of construction, the issue of what the ambiguous language means and what the parties intended must be resolved by a jury.

(Citation omitted.) City of Baldwin v. Woodard & Curran, Inc. , 293 Ga. 19, 30 (3), 743 S.E.2d 381 (2013).

"The cardinal rule of contract construction is to ascertain the intention of the parties. ... When the terms of a contract are clear and unambiguous, the reviewing court looks only to the contract itself to determine the parties’ intent." (Citations omitted.) Unified Gov’t of Athens-Clarke Co. v. Stiles Apartments, Inc. , 295 Ga. 829, 832, 764 S.E.2d 403 (2014) ; see also OCGA § 13-2-3.

In the face of ambiguity, "we must look to the entirety of the [a]greement to determine the intent of the parties. Indeed, it is axiomatic that contracts must be construed in their entirety and in a manner that permits all of the terms contained therein to be consistent with one...