Pioneer Concrete Pumping Service, Inc. v. T & B Scottdale Contractors, Inc.

Decision Date11 September 1995
Docket NumberNo. A95A0892,A95A0892
Citation462 S.E.2d 627,218 Ga.App. 596
CourtGeorgia Court of Appeals

Goodman, McGuffey, Aust & Lindsey, William S. Goodman, Kimberly C. Raley, Atlanta, for appellant.

Sullivan, Hall, Booth & Smith, John E. Hall, Jr., Jeffrey T. Wise, Atlanta, for appellee.

BEASLEY, Chief Judge.

Pioneer provided concrete pumping services to T & B on a construction project. On August 30, 1991, while Pioneer was performing this service, one of the braces supporting its truck gave way and a T & B employee was killed. After the pumping was completed, Pioneer presented a form "job ticket" to Lovett, T & B's site supervisor who signed it. The front of the form showed the amount of time spent and quantities supplied by Pioneer that day and had a signature line that read: "The above Times and Quantities are Verified to be Correct: BY ____."

On the reverse of the form were "TERMS AND CONDITIONS" which related to such matters as Responsibilities of Lessee; Delays, Stoppages and Backcharges; Notice and Waiver; and Terms of Payment. Included is a provision stating T & B would indemnify Pioneer for any claim "resulting from the performance of this agreement," unless the claim was the result of Pioneer's "sole negligence." This provision in effect shifted risk to the general contractor. There was no reference on the front to these terms and conditions on the back. Identical job tickets had been used with previous Pioneer deliveries on this project, signed by Lovett and others, and paid by T & B without protest concerning the terms on the reverse.

As a result of the application of OCGA § 34-9-11, the employee's family made a demand upon Pioneer, which entered negotiations and eventually settled for $700,000. Although Pioneer notified T & B of the negotiations, T & B did not participate. Pioneer claimed a right to indemnification based on the provision on the back of the job ticket, but T & B denied the claim and Pioneer sued. Both parties moved for summary judgment. Pioneer appeals from the court's grant of T & B's motion and the denial of its own.

1. The court erred in ruling that as a matter of law the job ticket was insufficient to bind a signer to the terms and conditions appearing on the reverse. "[O]ne signing a document has a duty to read it and is bound by the terms of a document he does not read." Trulove v. Woodmen of the World Life Ins. Soc., 204 Ga.App. 362, 365(1), 419 S.E.2d 324 (1992). The fact that the terms and conditions were printed on the reverse of the document does not render them unenforceable as a matter of law, nor does Lovett's testimony that he never read the back. See Brown v. Five Points Parking Ctr., 121 Ga.App. 819, 175 S.E.2d 901 (1970). T & B's position, carried to its logical end, is that what was on the back of the ticket was meaningless or superfluous, the same as though it had been blank.

Citing Cox Broadcasting Corp. v. Nat. Collegiate Athletic Assn., 250 Ga. 391, 297 S.E.2d 733 (1982), T & B argues that there was no enforceable contract because there was no meeting of the minds. However, "[a]s recognized in Cox, it is rudimentary contract law that in some instances the only conduct of the parties manifesting their intent is the express language of the agreement, whereas in other instances the language is ambiguous, in which case the courts are free to consider extrinsic evidence of the parties' intentions. Cox was a case of the latter variety." Trulove, supra at 365-366(3), 419 S.E.2d 324. This, like Trulove, is a case of the former kind.

Lovett's signature on the document, if otherwise effective to bind T & B, bound it to the indemnification provision. OCGA § 13-2-1.

2. T & B next claims Lovett's signature on the document was not binding upon it. It does not contest he was its agent, only that he did not have authority to sign an agreement that the company would indemnify Pioneer. Lovett not only signed the document in this instance but had previously signed other Pioneer documents with identical provisions.

Although there is evidence sufficient to show T & B held Lovett out as having authority to sign the document, see Howard v. St. Paul Fire, etc., Ins. Co., 180 Ga.App. 802, 804(1), 350 S.E.2d 776 (1986), whether it is conclusive fact need not be reached; the evidence shows T & B ratified Lovett's signature. OCGA §§ 10-6-51; 10-6-52. " ' ...

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11 cases
  • Gill Plumbing Co. v. Jimenez.Jimenez v. Gill Plumbing Co..
    • United States
    • Georgia Court of Appeals
    • November 30, 2011 bound by the terms of a document he does not read.” (Citation and punctuation omitted.) Pioneer Concrete Pumping Svc. v. T & B Scottdale Contractors, 218 Ga.App. 596(1), 462 S.E.2d 627 (1995). This is true even if the signer cannot read, because in that circumstance the signer has a duty......
  • Cadlerock Iii, LLC v. Cobalt Partners, LLC
    • United States
    • U.S. District Court — Southern District of Georgia
    • March 13, 2017
    ...and small matters . . . will suffice to raise the presumption of ratification." Pioneer Concrete Pumping Serv., Inc. v. T & B Scottdale Contractors, Inc., 462 S.E.2d 627, 629 (Ga. Ct. App. 1995) (internal quotation marks and citationomitted). Indeed, "[r]atifying conduct can include silence......
  • Act v. Hardwick
    • United States
    • Georgia Court of Appeals
    • June 28, 2005
    ...pursuant to an allegedly unauthorized agreement. (Citations and punctuation omitted.) Pioneer Concrete Pumping Svc. v. T & B Scottdale Contractors, 218 Ga.App. 596, 597, 462 S.E.2d 627 (1995). "Where a corporation knowing all of the facts accepts and uses the proceeds of an unauthorized con......
  • Federer v. Midland Mortg. Co.
    • United States
    • U.S. District Court — Northern District of Georgia
    • November 21, 2012 have read the contract. See Gill Plumbing Co. v. Jimenez, 310 Ga. App. 863, 873 (2011) (quoting Pioneer Concrete Pumping Svc. v. T&B ScottdaleContractors, 218 Ga. App. 596 (1995) (noting that one who signs a document is bound to it as if they had read the document); Seckinger-Lee v. Alls......
  • Request a trial to view additional results
2 books & journal articles
  • Construction Law - Brian J. Morrissey and Timothy N. Toler
    • United States
    • Mercer University School of Law Mercer Law Reviews No. 51-1, September 1999
    • Invalid date 530. 178. Id. at 215, 493 S.E.2d at 531. 179. Id. 180. Id. (citing Pioneer Concrete Pumping Serv. v. T & B Scottdale Contractors, 218 Ga. App. 596, 597, 462 S.E.2d 627, 629 (1995)). When an agent exceeds his authority, "the principal may not ratify in part and repudiate in part; he shall......
  • Construction Law - Brian J. Morrissey
    • United States
    • Mercer University School of Law Mercer Law Reviews No. 48-1, September 1996
    • Invalid date
    ...College (B.A., 1978); University of North Carolina, Chapel Hill (J.D. with Honors, 1981). Member, State Bars of Florida and Georgia. 1. 218 Ga. App. 596, 462 s.e.2d 627 (1995). 2. Id. at 596, 462 s.e.2d at 628. 3. Id. 4. Id. The signature line read: "The above Times and Quantities are Verif......

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