dissenting.
The issue in this case involves the construction and interpretation of a partnership agreement in effect between appellant’s deceased, Dr. Walker, and appellee. The agreement provides that all matters affecting the partnership shall be decided by a unanimous vote of all of the partners except as otherwise specifically provided. The agreement further provided that the partnership would be terminated by: (1) the death of a partner; (2) the permanent disability of a partner on the date of the determination of his permanent disability; (3) six months of temporary disability, the end of that period being *107considered the day of determination of permanent disability. The plaintiff-appellant moved for summary judgment on the basis that construction of the contract required a finding that there could be no determination of permanent disability until the six-month period of temporary disability had run. I believe that as a matter of contract construction the agreement provided for three methods of terminating the partnership without unanimous agreement of the parties (death, permanent disability and temporary disability for six months) and not two as proposed by the appellant (death and permanent disability after six months of temporary disability). Apparently the majority agrees with this construction for they nowhere discuss the temporary disability provisions which were the basis of the appellant’s motion for summary judgment. The only question on this appeal is whether the trial judge was correct in his construction of the contract, holding that permanent disability is a separate method of termination under the agreement without the six-month period of temporary disability. I believe this construction to be correct and that summary judgment was properly denied as to the appellant’s construction.
The majority would accept my construction and go further to decide as a matter of law that there had been no determination of Dr. Walker’s permanent disability. This I believe is erroneous. Having construed the contract the majority would go further and decide what the parties intended by their agreement: They intended that the $3,000 received by Dr. Walker between June and October of 1973 not to be permanent disability payments; they intended that independent medical advice determine permanent disability only if they could not agree among themselves; they intended that permanent disability not be determined by independent medical advice when such a determination is based upon previously formed opinions. Having construed the contract to provide for three, and not two, methods of termination the question of what the parties intended in their agreement is an issue of fact for the jury under the evidence in this case. Pinkerton & Laws v. Atlantis Realty Co., 128 Ga. App. 662, 666 (197 SE2d 749). The questions of how the parties intended the *108permanent disability provisions of the contract to be effectuated and whether the appellee’s action with regard to the determination were sufficient to terminate the partnership are for the jury and not for this court to decide on appeal. Did the parties intend that a partner agree to termination before the permanent disability provisions could be involved? Is the opinion of three or four doctors sufficient independent medical advice? How was the determination to be made? By telephone calls to the appellee? By letter? By affidavit? Did the parties intend Walker to have control over the termination so that if he committed suicide, as was done, before signing the "Retirement Agreement” he could avoid a prior determination of permanent disability? Was notice to Walker of his right under the agreement to purchase his life insurance policy from the partnership a prerequisite to termination?
The majority notes that whether or not there has been a determination of permanent disability is a question of fact but holds that it is uncontroverted that no such determination was made. On summary judgment all inferences are construed in favor of the opposing party and against the movant. When this is done here I believe that there remain jury questions as to the intent of the parties with regard to the determination of permanent disability and the sufficiency of appellee actions to terminate the partnership. The question of whether or not there was a determination of permanent disability prior to Walker’s death which terminated the partnership is indeed a question of fact. But it is not uncontroverted and summary judgment is improper.
I would affirm the trial judge’s denial of summary judgment, in that the denial results in the proper construction of the contract and that there remain genuine issues of material fact, to wit, the intent of the parties with regard to determination of permanent disability and adequacy of the appellee’s actions to effectuate that intent by attempting to terminate the partnership, as well as the issue of punitive damages and attorney fees.
I am authorized to state that Judges Quillian and Evans concur in this dissent.