Georgia Dep't of Labor v. RTT Assocs. Inc.

Sovereign immunity barred the plaintiff's breach of contract action against a state agency, because the written contract between the parties had expired, the alleged amendment extending the contract was not in writing and the state agency thus did not waive its immunity.

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This case involves a written contract between a vendor and a state agency that contained form language stipulating that amendments had to be in writing and executed by the agency and the contractor. The vendor asserts that the contract was extended by course of conduct as well as by certain internal writings created by the agency. By the terms of Georgia’s constitution, the state waives its sovereign immunity for breach of contract when it enters into a written contract.1 At issue is whether an agency’s waiver of immunity from a breach of contract claim as a result of entering into a written contract remains intact in the event the contract is extended without a written document signed by both parties expressly amending the contract, as required by its terms.

The record shows appellant Georgia Department of Labor DOL entered into the contract in question with appellee RTT Associates, Inc. RTT for the purpose of engaging RTT to develop certain computer software. A representative of both parties executed the written contract. The contract identified the beginning date to be March 1, 2012, and the expiration date, or Date of Completion, to be June 30, 2012.2 The maximum amount to be paid under the contract was shown to be $247,422.68, and RTT’s performance was secured by a performance bond in this amount. As noted, the contract specified that amendments must be in writing and fully executed by both parties. The contract specified that time is of the essence with respect to the contractor’s performance. It contained an integration clause stating that the contract represents the entire agreement between the parties and that the parties shall not rely upon representations not included in the contract. It also stated that the contractor’s obligations under the contract survived the expiration or termination of the contract.

Georgia Dep't of Labor v. RTT Assocs. Inc.

Sovereign immunity barred the plaintiff's breach of contract action against a state agency, because the written contract between the parties had expired, the alleged amendment extending the contract was not in writing and the state agency thus did not waive its immunity.

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