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Mountain Aire Realty, Inc. v. BIRDIE WHITE ENTERPRISES, INC.
Citations: 593 S.E.2d 900; 265 Ga. App. 366; 2004 Fulton County D. Rep. 504; 2004 Ga. App. LEXIS 119Docket: A03A2407
Court: Court of Appeals of Georgia; January 30, 2004; Georgia; State Appellate Court
Mountain Aire Realty, Inc. purchased Birdie White Realty, Inc. for a total minimum price of $70,000, which included a $20,000 down payment and potential commission overrides. The agreement required Mountain Aire to pay a 15% override on commissions from certain sales, with a provision that if total overrides were less than $50,000, Mountain Aire would pay the difference to ensure the total reached $70,000. Birdie White had a right to remain as a sales associate for three years, but if she terminated her relationship before then, her rights to unaccrued override payments would end. Birdie White terminated her employment on April 16, 2001, after which Mountain Aire had paid $26,611.23 in overrides. Birdie White demanded the remaining balance of the minimum purchase price, but Mountain Aire refused, citing the agreement's terms. Birdie White Enterprises, the successor to Birdie White Realty, filed a lawsuit in February 2002. The trial court ruled in favor of Birdie White Enterprises, finding that Birdie White did not forfeit her right to the minimum purchase price despite her early termination. The Court of Appeals of Georgia affirmed the trial court's decision. The parties waived their right to a jury trial in January 2003, submitting their case for court determination based on stipulations of fact. In May 2003, the court ruled that under section 2(c) of the asset purchase agreement, Birdie White was entitled to $70,000 at the end of three years or upon her termination, minus prior payments. Given that $46,611.23 had been paid, the court awarded Birdie White Enterprises $23,388.77 plus interest, attorney fees, and costs. Mountain Aire and the Cowarts appealed, claiming section 2(c) was unclear, citing a change from "by" to "of" regarding termination. They argued this indicated Birdie White would only receive overrides if terminated by Mountain Aire, not if she terminated the relationship herself. Contract construction is a legal question, starting with whether ambiguity exists. The court found no ambiguity in section 2(c), affirming Birdie White Realty's right to a minimum purchase price of $70,000 after three years, regardless of the termination circumstances. The court concluded it did not err in its judgment, denying Mountain Aire and the Cowarts' motion for damages for a frivolous appeal, with the judgment affirmed.