When you are seeking relief because your contract partner has breached your agreement, there are several ways to achieve success. Some cases require a full trial, with many days of arguments, witness examination and cross-examination, experts and presentation of other evidence, followed by a judgment by the jury (or the judge if it’s a bench trial.) In other cases, you may be able to achieve success by filing a motion for summary judgment and winning that motion, which sidesteps the need for a trial on the issue of liability. Whatever route your case requires, be sure you have legal representation from a skilled Atlanta commercial litigation attorney to guide throughout the process.
To win a motion for summary judgment in a breach of contract case under Georgia law, you need several things. You need proof of the existence of a legally valid contract, evidence that the other side breached the agreement and proof that that breach harmed your business. A failure on any one of these three areas can be fatal to your case.
A recent federal case, however, demonstrates what can happen when you do have all of these required things. The case pitted a prison management firm against its former food distributor. The two sides inked a supply agreement in 2007 and amended it in 2008. Ten years after signing the amended agreement, the distributor sent an email announcing an immediate termination of the contract, declaring that the arrangement was no longer profitable for its business.
The email acknowledged that the distributor still owed a commission payment for April 2018 “that will be paid.” Payment was not forthcoming, however, and a breach of contract lawsuit ensued.
When opposing your motion for summary judgment, the other side can attack in multiple ways. It can assert an evidentiary deficiency in some essential element of your case, or it can assert an affirmative defense.
The distributor in this case did not contest the absence of any of the required elements of breach of contract. Instead, it argued that it was not liable for its breach of the contract because the management firm failed to perform a condition precedent. Alternately, it argued that the management firm had committed its own breach that nullified the distributor’s obligation to pay the commission.
Neither of these two affirmative defenses succeeded in stopping the management firm’s summary judgment motion. A condition precedent is something that you must do first before the other side is obliged to perform (and before the other side can be liable for a breach.) In order for that defense argument to work, though, your obligation to perform must have been written into the contract. That requirement was the defense’s undoing, as the alleged condition precedent did not exist within the contract. In fact, it was “contrary to the plain language of the contract and the contract as a whole.”
There are also multiple ways to defeat a defense argument that your business breached first. In some instances, as was the circumstance in this case, the plaintiff’s breach that the defense alleged was something that happened months or years earlier. If that happens, you can – as this distributor did – argue successfully that the defendant’s continued performance under the contract, even after the alleged breach by your business, constitutes a waiver. The law requires a party to assert its rights in a timely manner and, if it fails to do so, then the law will determine that the party has waived its rights. That’s what happened here.
Whether you are litigating a motion for summary judgment or litigating at trial, and whether you are advancing your case or defeating the defenses offered by the other side, you need experienced legal representation that has “been there” many times before and knows how to get your business the result you deserve. Count on the skilled Atlanta commercial litigation attorneys at Poole Huffman, LLC to provide you with the useful advice and zealous advocacy you need in your contract dispute matter. Contact our attorneys online or by calling (404) 373-4008 to schedule your confidential consultation.