Outfront Media, LLC v. City of Sandy Springs

• Decision Date: 18 August 2020
• Docket Number: A20A1269, A20A1420
• Citation: 847 S.E.2d 597,356 Ga.App. 405
• Parties: OUTFRONT MEDIA, LLC v. CITY OF SANDY SPRINGS.
• Court: Georgia Court of Appeals

356 Ga.App. 405

847 S.E.2d 597

OUTFRONT MEDIA, LLC

v.CITY OF SANDY SPRINGS.

A20A1269, A20A1420

Court of Appeals of Georgia.

August 18, 2020

Scott William Peters, Sarah Richards Smith, Atlanta, for Appellant in A20A1269.

Daniel William Lee, La Grange, Matthew Michael Weiss, for Appellee in A20A1269.

J. Carole Thompson Hord, Scott William Peters, Sarah Richards Smith, Jonathan Andrew Akins, Atlanta, for Appellant in A20A1420.

Daniel William Lee, La Grange, Matthew Michael Weiss, for Appellee in A20A1420.

Barnes, Presiding Judge.

These companions appeals arise out of a dispute between the City of Sandy Springs and Outfront Media, LLC regarding whether the City was entitled to dispossess Outfront from property upon which Outfront leased space for operating certain billboards, whether Outfront was entitled to compensation from the City for its interests in the property, and whether Outfront should be reimbursed for its fees and expenses incurred in condemnation proceedings that the City dismissed. In two related orders, the trial court granted the City's motion for summary judgment on its dispossessory claim and denied Outfront's cross-motion for summary judgment on that claim, granted the City's motion for summary judgment on Outfront's counterclaim for just and adequate compensation, and denied Outfront's motion for payment of fees and expenses under OCGA § 22-1-12. Outfront now appeals these rulings by the trial court. For the reasons discussed more fully below, we affirm the trial court's grant of summary judgment to the City on its dispossessory claim and the denial of summary judgment to Outfront on that claim, reverse the trial court's grant of summary judgment to the City on Outfront's counterclaim for just and adequate compensation, and reverse the trial court's denial of Outfront's motion for payment of fees and expenses.

A party is entitled to summary judgment if there is no genuine issue of material fact and the moving party is entitled to judgment as a matter of law. OCGA § 9-11-56 (c). On appeal from the grant [or denial] of summary judgment, we construe the evidence most favorably towards the nonmoving party, who is given the benefit of all reasonable doubts and possible inferences. The party opposing summary judgment is not required to produce evidence demanding judgment for it, but is only required to present evidence that raises a genuine issue of material fact. Our review of the grant or denial of a motion for summary judgment is de novo.

(Citations and punctuation omitted.) Johnson v. Omondi , 294 Ga. 74, 75-76, 751 S.E.2d 288 (2013).

So viewed, the record reflects that WB Holdings-Triangle, LLC owned the property located at 6215 Roswell Road in Sandy Springs, Georgia (the "Property"). Through a lease agreement with WB, Outfront was permitted to own and operate certain billboards on the Property in return for annual rent. The lease agreement described the leased premises as including the area of the Property accommodating the base and footings for the billboards and the air space above.

Effective November 1, 2014, WB and Outfront entered into an addendum to the lease agreement that extended the term of the lease through October 2024 and modified other terms (the "Amended Lease"). At issue in this litigation is Paragraph 15 of the Amended Lease, which stated:

In the event all of the premises, or such part of the premises as to prevent the continued maintenance of the Sign on the Premises, shall be taken for any public or quasi-public purpose under any statute or by right of eminent domain or private purchase in lieu thereof by a public or quasi-public body vested with the power of eminent domain, then, when possession of the Premises (or such part thereof) shall have been taken thereunder, as between Lessor and Lessee this lease shall terminate and all rights of the Lessee hereunder to possession of the Premises shall immediately cease and terminate. In such event, the accrued Rent shall be paid up to the time of such termination (with a refund of pre-paid Rent being made from Lessor to Lessee if appropriate) and the Lessee shall have no claim against the Lessor for the value of the unexpired term hereof and the Lessee shall not be entitled to receive any part of the condemnation award or purchase price associated with the value of the real property itself, provided, however, that Lessee retains and shall be entitled to receive compensation for its remaining interests in the Premises related to its trade fixtures, fixtures, personal property, intangibles and business from the condemning authority directly. Lessee hereby assigns to Lessor the right to receive compensation for any leasehold interest which tenant may have in the Premises so condemned, it being understood and agreed that any valuation of Lessee's interest in the Premises shall be based upon a fair market rent from Lessee to Lessor.

The Condemnation Action. In September 2016, the City filed a condemnation action in the Superior Court of Fulton County seeking to acquire land for the implementation of the City's capital improvement plan, including the Property (the "Condemnation Action"). The City's condemnation petition included WB and Outfront as condemnees.

In April 2017, the City reached a settlement with WB as to the amount it would pay for the Property, and WB executed a quitclaim deed to the City. The City dismissed WB from the Condemnation Action in May 2017.¹

The City and Outfront entered into negotiations but were unable to reach a settlement regarding the removal of the billboards from the Property. After settlement negotiations were unsuccessful, the City commenced a dispossessory action against Outfront (as discussed infra), and, in June 2018, the City dismissed the remaining condemnees from the Condemnation Action, including Outfront. Outfront then filed a motion in the Condemnation Action seeking payment of its fees and expenses under OCGA § 22-1-12 on the ground that the City had abandoned the condemnation proceedings against it.

The Dispossessory Action. On April 12, 2018, the City's counsel sent a letter and email to Outfront's counsel reciting that Outfront had rejected the City's prior settlement offer, asserting that Outfront no longer had a leasehold interest in the Property and was a holdover tenant under Paragraph 15 of the Amended Lease, and proposing to forego any accrued rent if Outfront removed its billboards within 14 days (the "April 12 Letter"). The April 12 Letter further stated that if Outfront "cannot accept this proposal, please consider this notice of intent to file the dispossessory to oust the tenant holding over."

Outfront refused to remove the billboards, and the City filed a dispossessory action against Outfront in the Magistrate Court of Fulton County on April 27, 2018 (the "Dispossessory Action"). The City alleged that Outfront was a tenant holding over with no remaining possessory interest in the Property as a result of the quitclaim deed conveying the Property to the City and Paragraph 15 of the Amended Lease, and it sought the removal of the billboards from the Property (the "Dispossessory Action"). Outfront answered and filed a counterclaim alleging that if the Amended Lease was terminated when the Property was sold to the City, Outfront was entitled to just and adequate "compensation for its remaining interests in the [Property] related to its trade fixtures, fixtures, personal property, intangibles and business" in an amount of not less than $600,000.

In August 2018, the magistrate court transferred the Dispossessory Action, including Outfront's counterclaim, to the Fulton County Superior Court, where the case was assigned to the same superior court judge as the Condemnation Action. After the transfer, the City filed a motion for summary judgment on both its dispossessory claim and Outfront's counterclaim for just and adequate compensation, and Outfront filed a cross-motion for summary judgment on the City's dispossessory claim.

The Superior Court's Two Orders. Following a hearing on the aforementioned motions, the trial court entered an order in the Dispossessory Action granting the City's motion for summary judgment on its dispossessory claim and denying Outfront's cross-motion for summary judgment on that claim. That same day, the trial court entered a second order granting the City's motion for summary judgment on Outfront's counterclaim for just and adequate compensation in the Dispossessory Action and denying Outfront's motion for attorney fees and expenses in the Condemnation Action.

Case No. A20A1420

1. Outfront contends that the trial court erred in granting summary judgment to the City on the City's dispossessory claim and in denying summary judgment to Outfront on that claim. We disagree.

Under Georgia law, once a lease has been terminated and the tenant refuses to vacate, the tenant becomes a tenant holding over beyond the term of the lease, and the landlord is entitled to institute a dispossessory proceeding. See OCGA § 44-7-50 (a) ;² C & A Land Co. v. Rudolf Investment Corp. , 163 Ga. App. 832, 833, 296 S.E.2d 149 (1982). A landlord initiates a dispossessory proceeding by filing a dispossessory affidavit. OCGA §§ 44-7-50 (a) ; 44-7-51 (a).³ As a condition precedent to initiating a dispossessory proceeding, the landlord must make a demand for possession upon the tenant. OCGA § 44-7-50 (a) ; Sandifer v. Long Investors , 211 Ga. App. 757, 758 (2) (c), 440 S.E.2d 479 (1994). Additionally, if the tenant is a tenant at will rather than a tenant at sufferance, the landlord is required to give the tenant 60-days notice of termination of the lease before making the demand for possession. OCGA § 44-7-7 ;⁴ Trumpet v. Brown , 215 Ga. App. 299, 300 (2), 450 S.E.2d 316 (1994).

Against this legal backdrop, we consider Outfront's arguments regarding the City's dispossessory claim. Outfront argues that the City's dispossessory claim failed as a matter of law because the City (a) did not correctly...