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Pargar, Llc D/B/A Prudential Georgia Realty

CourtCourt of Appeals of Georgia
Docket No.A12A0586
DecidedJuly 6, 2012
JudgesCourt of Appeals of Georgia
Tags
CivilCivil ProcedureContract LawContract FormationSummary JudgmentDeclaratory JudgmentReversalRemand
Case Summary

CP Summit Retail, the owner of a Fayetteville shopping center, sought a declaration that its commercial tenant, Pargar d/b/a Prudential Georgia Realty, had renewed a five-year lease term. The lease required written notice exercising the option at least 180 days before expiration. On the deadline, Prudential wrote that it intended to exercise the option and asked to discuss a market rental rate and agree to terms. The parties did not reach agreement, and Prudential later announced that it would vacate. The trial court treated the letter as an unconditional acceptance and granted summary judgment to CP Summit. The Georgia Court of Appeals reversed and directed judgment for Prudential. Under Georgia law, an option becomes binding only when accepted unconditionally and strictly according to its stated terms. Read as a whole, Prudential's letter conditioned renewal on agreement about different rental terms and therefore operated as a counteroffer, not an acceptance. The tenant's unexpressed intent was immaterial under Georgia's objective theory of contract formation. Its silence after CP Summit proposed different terms did not create estoppel, and CP Summit could not reasonably rely on a facially conditional letter. The case was remanded for entry of summary judgment in Prudential's favor.

Opinion

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