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Atlanta Dev. Inc. v. Emerald Capital Invs. LLC

A jury question remained as to the intended closing date on a real estate purchase and sale agreement.

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Atlanta Development, Inc. AD and Emerald Capital Investments, LLC Emerald, two real estate developers, executed a purchase and sale agreement for certain real property. Each claims the other breached that agreement. According to AD, the closing was to occur on or before July 19, 2001 while Emerald says the closing date was July 19, 2001 or within 14 days of final approval of the exemption plat. Both companies sought summary judgment. Upon finding the date of closing was not ambiguous, the trial court granted partial summary judgment to Emerald. AD appeals. Because we find the contractual terms in dispute have ambiguity that cannot be resolved by applying the statutory rules for contract construction, we reverse.

On April 11, 2001, AD contracted with Emerald to purchase the real property located at 116 and 120 Mt. Paran Road, Atlanta, Georgia, for $1,364,000. AD planned to build four single-family homes at that location with each priced to sell in the range of $850,000. The contract required Emerald to install a private road and all utilities. It specified a closing date of June 15, 2001, and stated that “time is of the essence of this Agreement.” The contract contained five special stipulations and provided that these five special stipulations, “if conflicting with any other paragraph, shall control.” Special stipulation 1 provided:

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