Langley v. Mp Spring Lake, LLC.

FOURTH DIVISION
DILLARD, C. J.,
DOYLE, P. J., and MERCIER, J.

NOTICE: Motions for reconsideration must be
physically received in our clerk’s office within ten
days of the date of decision to be deemed timely filed.
http://www.gaappeals.us/rules

May 1, 2018

In the Court of Appeals of Georgia
A18A0193. LANGLEY v. MP SPRING LAKE, LLC.

DILLARD, Chief Judge.

Pamela Langley appeals from the trial court’s grant of summary judgment in

favor of MP Spring Lake, LLC (“Spring Lake”) on her suit for premises liability due

to personal injuries she sustained while a tenant of an apartment complex that, at the

time, was owned by Spring Lake. Langley’s sole argument on appeal is that the trial

court erred in granting summary judgment to Spring Lake after concluding that her

lease shortened the time in which to bring personal-injury actions from two years to

one year. For the reasons set forth infra, we affirm.
 Viewed in the light most favorable to Langley (i.e., the nonmoving party),1 the

record shows that she 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 that was in a state of disrepair. She thereafter made

claims of negligence and negligence per se due to Spring Lake’s alleged failure to

repair the curb despite awareness 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 same basis,2 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,

1
See, e.g., Matson v. Bayview Loan Srv., LLC, 339 Ga. App. 890, 890 (795
SE2d 195) (2016).
2
Spring Lake also asserted that, alternatively, Langley’s claims were barred by
the statute of limitation and her failure to perfect service within the limitation period
or a reasonable time thereafter. Spring Lake abandoned this alternative ground in an
agreement between counsel, whereby Langley waived her right to renewal under
OCGA § 9-2-61. Thus, this alternative argument is not at issue on appeal.

2
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.

In response to Spring Lake’s motion for summary judgment, Langley argued

that (1) the limitation-on-actions clause was too ambiguous to be enforceable; (2) the

clause 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

provision due to statements that were made by representatives of Spring Lake’s

insurance carrier both before and after the expiration of the one-year limitation

period; and (4) it would be fundamentally unfair to enforce the clause because there

was evidence to suggest that neither party had been aware of its existence.

3
 The trial court rejected Langley’s arguments and granted Spring Lake’s motion

for summary judgment, concluding that the provision was enforceable, making

Langley’s personal-injury claims time-barred because she filed suit after the

expiration of the one-year contractual limitation period. Langley now appeals from

the trial court’s grant of summary judgment in favor of Spring Lake.

Summary judgment is, of course, proper when “there is no genuine issue as to

any material fact and . . . the moving party is entitled to a judgment as a matter of

law[.]”3 And we review a grant or denial of summary judgment de novo, construing

“the evidence in the light most favorable to the nonmovant.”4 With these guiding

principles in mind, we will now address Langley’s contention on appeal.

Langley argues that the trial court’s conclusion is erroneous because a

contractual limitation period, such as the one at issue, should not apply to claims that

do not arise out of the agreement in which it is contained. She contends that the

subject clause “may be ‘all-inclusive’ for causes of action based upon the lease

contract, but it is overly broad and improper to interpret the lease contract clause as

limiting an action derived solely from a statutory right unrelated to the contract.”

3
OCGA § 9-11-56 (c); accord Matson, 339 Ga. App. at 890.
4
Matson, 339 Ga. App. at 890.

4
 In considering Langley’s argument, our analysis necessarily begins with the

contractual language at issue. The cardinal rule of construction is, of course, to

“ascertain the intention of the parties, as set out in the language of the contract.”5 In

this regard, contract disputes are “particularly well suited for adjudication by

summary judgment because construction of contracts is ordinarily a matter of law for

the court.”6 And it is well established that contract construction entails a three-step

process, beginning with the trial court’s determination as to “whether the language

is clear and unambiguous.”7 If no construction is required because the language is

plain, the court then enforces the contract according to its terms.8 But if there is

ambiguity in some respect, the court then proceeds to the second step, which is to

5
Clark v. AgGeorgia Farm Credit ACA, 333 Ga. App. 73, 75-76 (1) (775 SE2d
557) (2015) (punctuation omitted); accord Envision Printing, LLC v. Evans, 336 Ga.
App. 635, 638 (1) (786 SE2d 250) (2016); Shepherd v. Greer, Klosic & Daugherty,
325 Ga. App. 188, 189-90 (750 SE2d 463) (2013).
6
Elwell v. Keefe, 312 Ga. App. 393, 394-95 (718 SE2d 587) (2011)
(punctuation omitted); accord Evans, 336 Ga. App. at 638 (1).
7
Evans, 336 Ga. App. at 638 (1) (punctuation omitted); accord Michna v. Blue
Cross & Blue Shield of Ga., Inc., 288 Ga. App. 112, 113 (653 SE2d 377) (2007).
8
Evans, 336 Ga. App. at 638 (1); Michna, 288 Ga. App. at 113.

5
“apply the rules of contract construction to resolve the ambiguity.”9 Finally, in the

third step, “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.”10

Here, we agree with the trial court that there is no ambiguity in the language

of the relevant contractual provision. Indeed, its meaning is perfectly clear: “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.”11 Thus, the one-year contractual limitation

period encompassed by Langley’s lease with Spring Lake was applicable to any

action, not just those which arose from breaches of the agreement. Accordingly,

although personal-injury claims are ordinarily subject to a two-year statute of

9
Evans, 336 Ga. App. at 638 (1) (punctuation omitted); accord Michna, 288
Ga. App. at 113.
10
Evans, 336 Ga. App. at 638 (1) (punctuation omitted); accord Michna, 288
Ga. App. at 113.
11
(Emphasis supplied).

6
limitations,12 by entering into the subject lease, Langley agreed to bring any action

against Spring Lake—including, but not limited to, personal-injury actions—within

one year. And Langley failed to do this when she filed suit on March 3, 2016, seeking

to recover damages for an injury that occurred on March 3, 2014.

We further reject Langley’s assertion that the provision at issue should be

unenforceable as a matter of law, when contractual-limitation-period clauses are

enforceable in Georgia.13 And Langley points us to no supporting authority that holds

such provisions are inapplicable to personal-injury actions.14 Although the language

12
See OCGA § 9-3-33.
13
See Rain & Hail Ins. Servs., Inc. v. Vickery, 274 Ga. App. 424, 425 (1) (618
SE2d 111) (2005) (“This Court has previously found this contractual limitation
provision to be enforceable.”); Dailey v. Cotton States Mut. Ins. Co., 207 Ga. App.
139, 139 (427 SE2d 109) (1993) (“There is no question that contractual limitations
are valid and will be enforced by the courts.” (punctuation omitted)); see also
Thornton v. Ga. Farm Bureau Mut. Ins. Co., 287 Ga. 379, 380 (1) (695 SE2d 642)
(2010) (“[Appellant] fails to recognize the distinction between a statute of limitation
and its particular language and a contractual period of limitation and its particular
language. They can be significantly different, as demonstrated by the fact that the
statute of limitation for contract claims is six years, but the courts have nevertheless
enforced much shorter contractual periods of limitation, including the one-year
limitation in insurance policies like the one in this case.” (citation omitted)).
14
See COURT OF APPEALS R. 25 (a) (3) (“Part Three [of appellant’s brief] shall
contain the argument and citation of authorities. It shall also include a concise
statement of the applicable standard of review with supporting authority for each
issue presented in the brief.”).

7
of the limitation-on-actions provision is broad and does not explicitly specify that it

includes personal-injury actions,15 it nevertheless encompasses any legal action that

Langley might have instituted against the owner or management of her apartment

complex. Thus, Langley’s repeated assertions that her personal-injury claim is

“unrelated” to the contract are of no consequence because her personal-injury claim,

and any other claim that she might have brought against Spring Lake, were

encompassed by this broad contractual limitation period.

Furthermore, it is well established that, in Georgia, “unless prohibited by

statute or public policy, [all parties] are free to contract on any terms regarding a

subject matter in which they have an interest,”16 and such agreements will be enforced

15
Cf. Scott v. Ing Clarion Partners, LLC, 2007 WL 1391386, at *1 (ND Ga.
May 7, 2007) (declining to address, after reaching determinative conclusion on first
two arguments, third and final argument in favor of judgment on the pleadings, which
was that action was barred by contractual limitation clause providing that “Resident
agrees and understands that any legal action instituted against Management of or
related to any claims or causes of action arising for any reason whatsoever, including
personal injury, bodily injury and/or property damage, shall be filed only in the
Superior Court or State Court of Cobb County, Georgia,” and that “Resident also
agrees and understands that any legal action against Management 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”).
16
Quillen v. Quillen, 265 Ga. 779, 779 (1) (462 SE2d 750) (1995); accord
Grand Master Contracting, L.L.C. v. Lincoln Apartment Mgmt. Ltd. P’ship, 314 Ga.
App. 449, 451 (1) (724 SE2d 456) (2012); see Int’l Biochemical Indus., Inc. v.

8
by the courts.17 Indeed, contracting parties are “free to contract to waive numerous

and substantial rights[.]”18 And when we consider whether a contract provision is

void as against public policy, we follow the rule that “the courts must exercise

extreme caution in declaring a contract void as against public policy and should do

so only in cases free from doubt.”19 Our Supreme Court has further directed that “[a]

contract cannot be said to be contrary to public policy unless the General Assembly

has declared it to be so, or unless the consideration of the contract is contrary to good

Jamestown Mgmt. Corp., 262 Ga. App. 770, 773 (1) (586 SE2d 442) (2003) (“It is
general contract law in Georgia that parties are free to contract about any subject
matter, on any terms, unless prohibited by statute or public policy, and injury to the
public interest clearly appears.” (punctuation omitted)); Century 21 Pinetree Props.,
Inc. v. Cason, 220 Ga. App. 355, 356 (2) (b) (469 SE2d 458) (1996) (same); Tahoe-
Vinings v. Vinings Partners, 205 Ga. App. 829, 830 (1) (424 SE2d 30) (1992) (same);
see also OCGA § 13-8-2 (a) (“A contract that is against the policy of the law cannot
be enforced.”).
17
Grand Master Contracting, 314 Ga. App. at 451 (1).
18
McGregor v. Bd. of Regents of Univ. Sys. of Ga., 249 Ga. App. 612, 613 (548
SE2d 116) (2001) (punctuation omitted); accord Aetna Workers’ Comp Access, LLC
v. Coliseum Med. Ctr., 322 Ga. App. 641, 647 (2) (746 SE2d 148) (2013); Imaging
Sys. Intern., Inc. v. Magnetic Resonance Plus, Inc., 227 Ga. App. 641, 644 (1) (490
SE2d 124) (1997).
19
Emory Univ. v. Porubiansky, 248 Ga. 391, 393 (282 SE2d 903) (1981)
(punctuation omitted); accord Precision Planning, Inc. v. Richmark Cmtys., Inc., 298
Ga. App. 78, 79 (1) (679 SE2d 43) (2009); Edwards v. Grapefields, Inc., 267 Ga.
App. 399, 404-03 (1) (599 SE2d 489) (2004).

9
morals and contrary to law, or unless the contract is entered into for the purpose of

effecting an illegal or immoral agreement or doing something which is in violation

of law.”20

Here, the provision at issue is not a contractual obligation listed in OCGA § 13-

8-2 (a), which includes a non-exclusive list of contracts that our General Assembly

has deemed contrary to public policy.21 This, combined with our Supreme Court’s

explicit holding that parties to a contract have the power to “agree among themselves

upon a period of time which would amount to a statute of limitations, either greater

20
Dept. of Transp. v. Brooks, 254 Ga. 303, 312 (1) (328 SE2d 705) (1985) (per
curiam) (punctuation omitted); accord Camp v. Aetna Ins. Co., 170 Ga. 46, 50 (152
SE 41) (1930); Providence Const. Co. v. Bauer, 229 Ga. App. 679, 681 (1) (494 SE2d
527) (1997).
21
See OCGA § 13-8-2 (a) (1)-(5) (“ Contracts deemed contrary to public policy
include but are not limited to: (1) Contracts tending to corrupt legislation or the
judiciary; (2) Contracts in general restraint of trade, as distinguished from contracts
which restrict certain competitive activities, as provided in Article 4 of this chapter;
(3) Contracts to evade or oppose the revenue laws of another country; (4) Wagering
contracts; or (5) Contracts of maintenance or champerty.”); see also RSN Props., Inc.
v. Eng’g Consulting Servs., Ltd., 301 Ga. App. 52, 53 (686 SE2d 853) (2009)
(holding that limitation-of-liability provision did not violate public policy and was
enforceable when provision did not create a contractual obligation encompassed by
OCGA § 13-8-2 (a), nor was it otherwise contrary to public policy).

10
or less than the period fixed by the law,”22 leads us to conclude that the unambiguous

provision at issue is enforceable. Accordingly, any cause of action that accrued

during the duration of Langley’s lease—including a cause of action for personal

injuries—was subject to the one-year contractual limitation period to which Langley

agreed to be bound when she signed the agreement.

For all these reasons, we affirm the trial court’s grant of summary judgment to

Spring Lake.

Judgment affirmed. Doyle, P. J., and Mercier, J., concur.

22
Mass. Ben. Life Ass’n v. Robinson, 104 Ga. 256, 272 (1) (30 SE 918) (1898)
(emphasis supplied); see also Wolf Creek Landfill, LLC v. Twiggs Cnty., 337 Ga.
App. 211, 214 (1) (786 SE2d 862) (2016) (recognizing that “[w]hile some states have
statutory or judicial restrictions prohibiting or limiting contractual extensions of
statutes of limitation, Georgia does not” (footnotes omitted)).

11