Lee v. Green Land Co., Inc.

• Decision Date: 28 February 2000
• Docket Number: No. S99A1493.,S99A1493.
• Parties: LEE v. GREEN LAND COMPANY, INC.
• Court: Georgia Supreme Court

527 S.E.2d 204

272 Ga. 107

LEE v. GREEN LAND COMPANY, INC.

No. S99A1493.

Supreme Court of Georgia.

February 28, 2000.

Newton M. Galloway & Associates, Newton M. Galloway, Dean R. Fuchs, Shepherd & Johnston, William G. Johnston III, Griffin, for appellant.

Alan W. Connell, Thomaston, for appellee.

SEARS, Justice.

This appeal is brought from the trial court's denial of a request for the specific performance of appellant's proposal to make a contract for the sale of land. Under the Supreme Court's precedent concerning equity jurisdiction, this Court is without jurisdiction to decide this type of appeal, and therefore it is transferred to the Court of Appeals.

Appellant Lee sought to purchase timber property owned by Alabama Life Insurance Company (ALIC), and the two parties executed a document titled "Offer to Purchase," which included a contingency provision requiring ALIC to obtain a building permit. Appellant gave ALIC a binder, and when ALIC determined it could not satisfy the contingency, it refunded the binder. Appellant then informed ALIC that he waived the contingency and demanded that ALIC close a sale of the property. ALIC refused, and appellant sought specific performance of their "agreement." As ALIC was in receivership, its parent, appellee Green Land Company, Inc., acquired the property subject to Lee's claim. This appeal is brought from the trial court's award of summary judgment in appellee's favor.

As conceded by the parties in their respective filings both before this Court and the trial court, appellant's arguments hinge upon whether the "Offer to Purchase" established either a binding contractual offer to sell or an agreement to purchase the subject property. Otherwise, there can be no claim for specific performance. Naturally, resolution of this dispositive issue will depend upon construing the document's terms.

Cases in which the grant or denial of equitable relief is "merely ancillary to underlying issues of law, or would [be] a matter of routine once the underlying issues of law [are] resolved," do not fall within the Supreme Court's jurisdiction over "equity cases."¹ Generally, the construction of a document, here the "Offer to Purchase," is a matter of law.² Because the appeal's resolution turns entirely upon a legal question (i.e., construction of an underlying document), and the availability of equitable relief flows directly therefrom, the appeal is clearly outside of the Supreme Court's jurisdiction.

Furthermore, this Court has plainly stated that it does not have jurisdiction over cases seeking the specific performance of contractual terms where the issues raised on appeal include the question of whether a valid contract was accepted or rejected.³ That is the exact type of appeal at issue here, and its subject matter simply is not within the Supreme Court's jurisdiction over "equity cases."

Bernstein v. Fagelson⁴ does not compel a different result, as that case pre-dates by approximately 70 years the intensive effort to define the scope of the Supreme Court's jurisdiction over "equity cases" that began with Beauchamp, supra. Nor is a different result compelled by Geriner v. Branigar Organization,⁵ or Eickhoff v. Eickhoff,⁶ since those two cases wrongly rejected Beauchamp's pronouncement that whenever the grant or denial of equitable relief is ancillary to an underlying issue of law, the appeal is not within the Supreme Court's equitable jurisdiction, and instead asserted that the Supreme Court has jurisdiction over any appeal in which "the viability" of a claim for specific performance is an issue to be decided on appeal. Because this "viability" analysis is at odds with Beauchamp's pronouncements on specific performance, both Geriner and Eickhoff are hereby overruled.

Appeal transferred.

All the Justices concur, except HUNSTEIN, CARLEY and THOMPSON, JJ., who dissent.

CARLEY, Justice, dissenting.

Art. VI, Sec. VI, Par. III(2) of the Georgia Constitution of 1983 clearly and unambiguously states that "[u]nless otherwise provided by law, the Supreme Court shall have appellate jurisdiction" over "[a]ll equity cases." Because the distinction between equity and legal cases is so fundamental, neither the construction nor application of this simply worded jurisdictional grant has been the previous source of any great controversy. However, even though the General Assembly has not elected to "otherwise provide by law," a majority of this Court today reconstrues Art. VI, Sec. VI, Par. III(2) so as to require that our already over-burdened Court of Appeals assume jurisdiction over an entire class of cases which that constitutional provision mandates that we and we alone decide. I cannot concur in such an unconstitutional and unwarranted shifting of this Court's judicial responsibilities to the Court of Appeals, although my oath of office and stare decisis will require that I do so in future cases.

Actions at law and in equity differ in that they seek enforcement of mutually exclusive remedies.

Equity jurisdiction is established and allowed for the protection and relief of parties, where, from any peculiar circumstances, the operation of the general rules of law would be deficient in protecting from anticipated wrong or relieving for injuries done.

OCGA § 23-1-3. "Equity will not take cognizance of a plain legal right where an adequate and complete remedy is provided by law...." OCGA § 23-1-4. "If the court at law has full power to grant the party all the relief to which he is entitled, there is no ground for the exercise of equity's jurisdiction. [Cits.]" Morton v. Gardner, 242 Ga. 852, 856, 252 S.E.2d 413 (1979). "Generally, equity jurisprudence embraces the same matters of jurisdiction and modes of remedy as were allowed and practiced in England." OCGA § 23-1-2. "Most of the specific grounds of such jurisdiction, as recognized and established by the English high court of chancery, are codified in [T]itle [23] of the Code." Grimmett v. Barnwell, 184 Ga. 461, 466(2), 192 S.E. 191 (1937).

It has long been recognized that an action at law is not converted into an equity case within this Court's jurisdiction merely because the defendant raises an equitable defense to the plaintiff's legal claim. Equitable Life Assur. Society v. Bischoff, 179 Ga. 255, 175 S.E. 560 (1934). Likewise, a proceeding does not constitute an equity case simply because the plaintiff seeks injunctive relief, since an injunction is only a form of equitable relief and not an independent equitable claim. If the underlying claim is legal and the injunctive relief is otherwise completely dependent upon the resolution of that legal issue, this Court does not have appellate jurisdiction over the case. Beauchamp v. Knight, 261 Ga. 608, 409 S.E.2d 208 (1991). A case in which the grant or denial of equitable relief is only ancillary to the underlying legal issues, or is a matter of routine once the underlying issue of law is resolved, is not an equity case for appellate jurisdictional purposes. Saxton v. Coastal Dialysis & Medical Clinic, 267 Ga. 177, 178-179, 476 S.E.2d 587 (1996).

However, the present appeal is from the grant of summary judgment in favor of the defendant in an action for specific performance. "Specific performance of contracts is a branch of equity jurisprudence...." Bernstein v. Fagelson, 166 Ga. 281, 286-287, 142 S.E. 862 (1928). Unlike an injunction, specific performance is never only a form of ancillary equitable relief, but is an entirely independent equitable claim governed by its own unique principles. See OCGA § 23-2-130 et seq. "[R]elief, in the nature of specific performance, has constituted one of the main grounds of equity jurisdiction both in England and now under our Code...." Grimmett v. Barnwell, supra at 480(2), 192 S.E. 191. The issue in this case is the legality or propriety of the superior court's grant of summary judgment on the specific performance claim. There cannot be a more substantive equitable question than whether or not a genuine issue of material fact remains so as to entitle a party to judgment as a matter of law on an independent equitable claim. Unlike a purely legal issue, such as the construction of restrictive covenants, which can be addressed by a court having no equity jurisdiction, only a court invested with equity jurisdiction can determine whether equitable relief in the form of specific performance is or is not authorized under the evidence. It is immaterial that legal principles may be a factor in determining the legality or propriety of the grant or denial of specific performance. Just as an action at law does not become an equity case simply because an equitable issue is raised therein, neither does a suit for specific performance lose its status as an equity case merely because legal issues happen to be implicated. In a proceeding involving a claim for affirmative equitable relief, what controls is whether a substantive equitable issue is raised in the appeal. Saxton v. Coastal Dialysis & Medical Clinic, supra. Here, entitlement to specific performance depends upon application of the equitable principles of OCGA § 23-2-130 et seq. to the evidence, and only a superior court is authorized to address that issue. Compare Redfearn v. Huntcliff Homes Assn., 271 Ga. 745, 524 S.E.2d 464 (1999) (restrictive covenants); Pittman v. Harbin Clinic Professional Assn., 263 Ga. 66, 428 S.E.2d 328 (1993) (restrictive covenants); Beauchamp v. Knight, supra (venue in a boundary-line dispute). Likewise, only this Court has appellate jurisdiction over equity cases. Because a superior court's grant or denial of specific performance is a substantive equitable issue, this Court has consistently recognized and exercised its equity jurisdiction over such cases in the past. Geriner v. Branigar Organization, 268 Ga. 389-390, 489 S.E.2d 305 (1997); Eickhoff v. Eickhoff, 263 Ga. 498, 500(1), 435 S.E.2d 914 (1993). See also Kelly v. Vargo, 261 Ga....