Langley v. Mp Spring Lake, LLC

FINAL COPY

        S18G1326. LANGLEY v. MP SPRING LAKE, LLC.


   BETHEL, Justice.

     In Langley v. MP Spring Lake, LLC, 

 (

) (2018), the Court of Appeals affirmed the trial court’s

grant of summary judgment in favor of MP Spring Lake (“Spring

Lake”) on two premises liability tort claims brought by Pamela

Langley. Langley petitioned for certiorari, which we granted, posing

the following two questions: (1) Does the “Limitations on Actions”

provision of Langley’s lease contract apply to her premises liability

tort action against MP Spring Lake, LLC?; and (2) If so, is that

provision enforceable?

     For the reasons explained below, we conclude that the

provision is not applicable to Langley’s premises liability tort action

against Spring Lake. We therefore reverse the judgment of the

Court of Appeals and remand the case for further proceedings. In

light of that conclusion, we do not reach the second question.
     As set forth by the Court of Appeals in a light most favorable

to Langley, the facts of this case are as follows:

           [Langley] filed suit against Spring Lake on March 3,
     2016, alleging that on March 3, 2014, while a lawful
     tenant of Spring Lake Apartments in Morrow, Georgia,
     she fell in a common area of the complex when her foot
     got caught and slid on a crumbling portion of curb. She
     later made claims of negligence and negligence per se due
     to Spring Lake’s alleged failure to repair the curb despite
     being aware of its disrepair.
           Spring Lake asserted, as one of its defenses, that
     Langley’s claims were barred by a contractual limitation
     period contained within her lease. Spring Lake then
     moved for summary judgment on this basis, arguing that,
     because Langley’s lease contained a one-year limitation
     period for legal actions and she filed her complaint two
     years after the injury occurred, her claim was time-
     barred. More specifically, Spring Lake argued that
     because Langley’s claims accrued on March 3, 2014, when
     she fell, she was required by her lease to file suit on or
     before March 3, 2015.
           The lease at issue was entered into on May 7, 2013,
     with an effective period of June 5, 2013, to June 4, 2014.
     In the thirty-third paragraph of the lease, the agreement
     provides:
           Limitation on Actions. To the extent allowed by
           law, Resident also agrees and understands that
           any legal action against Management or Owner
           must be instituted within one year of the date
           any claim or cause of action arises and that any
           action filed after one year from such date shall
           be time barred as a matter of law [the
           “Limitation Provision”].

                                   2
           In response to Spring Lake’s motion for summary
     judgment, Langley argued that (1) the [Limitation
     Provision] was too ambiguous to be enforceable; (2) the
     [Limitation Provision] was only applicable to actions that
     arose from the contract itself, not an unrelated personal-
     injury action; (3) Spring Lake was estopped from relying
     upon the [Limitation Provision] due to statements made
     by representatives of Spring Lake’s insurance carrier
     both before and after the expiration of the one-year
     period; and (4) it was fundamentally unfair to enforce the
     [Limitation Provision] because neither party was even
     aware of its existence.
           The trial court rejected Langley’s arguments and
     granted Spring Lake’s motion for summary judgment,
     concluding that the provision was enforceable.
     Specifically, the court found that Langley’s personal-
     injury claims were time-barred because she filed suit
     after the expiration of the one-year contractual limitation
     period.

(Footnote omitted.) Langley, 345 Ga. App. at 739-740.

     The Court of Appeals affirmed the trial court’s grant of

summary judgment, holding that the Limitation Provision applied

to Langley’s premises liability tort action. Langley, 345 Ga. App. at

743. The Court of Appeals determined that the language of the

Limitation Provision was clear and unambiguous, which foreclosed

it being read, as Langley urged, to apply only to actions arising from

the lease itself. In reaching this decision, the Court of Appeals

                                  3
focused on the phrase “any legal action,” summarily concluding that,

“[a]lthough the language of the [Limitation Provision] is broad and

does not explicitly specify that it includes personal injury actions, it

nevertheless encompasses any legal action Langley might have

instituted against the owner or management of her apartment

complex.” (Footnote omitted; emphasis in original.) Id. at 743.

     In support of this conclusion, the Court of Appeals noted that

“contractual-limitation-period clauses are enforceable in Georgia”

and that “Langley [pointed] to no supporting authority that holds

such provisions are inapplicable to personal-injury actions.”

(Footnotes omitted.) Langley, 345 Ga. App. at 742-743. But in so

holding, the Court of Appeals relied upon cases interpreting time-

limitation provisions contained in insurance policies, in cases

involving claims brought under the policy. See, e.g., Thornton v. Ga.

Farm Bureau Mut. Ins. Co., 

 (1) (

)

(2010) (applying contractual time-limitation provision to suit over

denial of coverage under insurance policy); Rain & Hail Ins. Svcs. v.

Vickery, 

 (1) (

) (2005) (applying

                                   4
contractual time-limitation provision to suit over insurer’s failure to

pay insured’s claim); Dailey v. Cotton States Mut. Ins. Co., 

 (

) (1993) (applying contractual time-

limitation provision to suit over insurer’s failure to investigate

insurance claim).

      By focusing narrowly on the language of the Limitation

Provision without regard to the full context of the lease agreement

of which it was a part, the Court of Appeals’ analysis failed to

address the more fundamental problem at issue. Specifically, the

question here is not whether contractual time-limitation provisions

are generally enforceable in this State; that question is clearly

answered in the affirmative as to claims for breach of contract.1


      1 Time-limitation clauses, that is, provisions limiting the timeframe in

which actions for breach of contract may be brought, have long been enforced
in Georgia. See, e.g., Brown v. Savannah Mut. Ins. Co., 

 (1858)
(“There is no reason why a party may not enter into a covenant, that for an
alleged breach of contract, the injured party shall sue within a period less than
that fixed by the statute of limitations as a bar.”). See also Rabey Elec. Co. v.
Housing Auth. of Savannah, 

 (2) (

) (1989)
(Enforcing a contractual alteration to the statute of limitation for action on
contracts and noting “Georgia courts have permitted parties to contract as to
a lesser time limit within which an action may be brought so long as the period
fixed be not so unreasonable as to raise a presumption of imposition or undue
advantage in some way.” (citations and punctuation omitted)).
                                       5
Rather, the question is whether the Limitation Provision agreed to

by the parties in this case, who were at the time creating a landlord-

tenant relationship, applies to Langley’s premises liability tort

claim. For the reasons explained below, we conclude that it does not.

     “On appeal, this Court’s review of a trial court’s construction of

a contract is de novo.” (Citation omitted.) Borders v. City of Atlanta,

 (II) (

) (2015). To begin our inquiry,

we invoke the familiar framework of contractual construction, which

involves three steps:

          First, the trial court must decide whether the
     language is clear and unambiguous. If it is, the court
     simply enforces the contract according to its clear terms;
     the contract alone is looked to for its meaning. Next, if the
     contract is ambiguous in some respect, the court must
     apply the rules of contract construction to resolve the
     ambiguity. Finally, if the ambiguity remains after
     applying the rules of construction, the issue of what the
     ambiguous language means and what the parties
     intended must be resolved by a jury.

(Citation omitted.) City of Baldwin v. Woodard & Curran, Inc., 

 (3) (

) (2013).

      “The cardinal rule of contract construction is to ascertain the


                                  6
intention of the parties. . . . When the terms of a contract are clear

and unambiguous, the reviewing court looks only to the contract

itself to determine the parties’ intent.” (Citations and punctuation

omitted.) Unified Govt. of Athens-Clarke County v. Stiles Apts., Inc.,

 (

) (2014); see also OCGA § 13-2-3.

     In the face of ambiguity, “we must look to the entirety of the

[a]greement to determine the intent of the parties. Indeed, it is

axiomatic that contracts must be construed in their entirety and in

a manner that permits all of the terms contained therein to be

consistent with one another.” (Citations and punctuation omitted.)

Sutherlin v. Sutherlin, 

 (II) (A) (

)

(2017). Further, where there is ambiguity, the agreement will be

construed against the drafter and in favor of the non-drafter. See

Hertz Equip. Rental Corp. v. Evans, 

 (

)

(1990) (“Under the statutory rules of contract construction, if a

contract is capable of being construed two ways, it will be construed

against the preparer and in favor of the non-preparer.”); Winterboer

v. Floyd Healthcare Mgmt., 

 (

)

                                  7
(2015) (“[W]hen the construction of a contract is doubtful, the

construction that goes most strongly against the drafter of the

agreement is to be preferred.” (punctuation and footnote omitted));

OCGA § 13-2-2 (5) (“If the construction is doubtful, that which goes

most strongly against the party executing the instrument . . . is

generally to be preferred[.]”). However, in construing a provision

against the drafter, it does not follow that the non-drafter’s

interpretation automatically controls. See DIRECTV, Inc. v.

Imburgia, __ U. S. __ (

, 193 LE2d 365) (2015)

(“[T]he reach of the canon construing contract language against the

drafter must have limits, no matter who the drafter was.”); In re

Estate of McKitrick, 

 (

) (2014)

(“It is true that a construction against the drafter is preferred.

OCGA § 13-2-2 (5). But no canon of interpretation is absolute.”

(citation and punctuation omitted)). See also Restatement (Second)

of Contracts § 206 cmt. a (1981) (“[T]he rule [construing contract

language against the drafter] does not apply if the non-drafting

party’s interpretation is unreasonable.”). Thus, the interpretation

                                 8
put forward by the non-drafting party must be a reasonable one.

     Spring Lake argues that the trial court and the Court of

Appeals correctly found the language of the Limitation Provision to

be clear and unambiguous and that it applies to all claims brought

by Langley against Spring Lake, whether such claims arise from a

breach of the lease contract or otherwise. Spring Lake contends

that, absent explicit language limiting the reach of the provision to

actions on the contract, the Limitation Provision extends to any

claim Langley asserts against it. Spring Lake has offered this

singular expansive interpretation of the Limitation Provision. By

contrast, Langley argues that the Limitation Provision should be

construed narrowly, so as to apply only to claims for breach of the

lease agreement.

     “[W]e generally accept that contractual terms carry their

ordinary meanings.” Archer W. Contractors, Ltd. v. Estate of Pitts,

 (2) (

) (2012). Considered in a vacuum,

the text of the Limitation Provision may appear unambiguous.

However, our analysis is neither confined to this sole provision nor

                                 9
to the literal meaning of the phrase “any legal action.” “[T]he context

in which a contractual term appears always must be considered in

determining the meaning of the term.” (Emphasis in original.) 

See also Anderson v. Anderson, 

 (3) (

)

(2001) (“Words, like people, are judged by the company they keep.”

(citation and punctuation omitted)). In order to ascertain what

claims the parties sought to address in the Limitation Provision, we

must read that provision in light of the contract as a whole and in

the legal context in which it was created. Archer, 

(“Contracts must be construed as a whole, and the whole contract

should be looked to in arriving at the construction of any part.”

(citations and punctuation omitted)).

     Here, the seemingly unlimited phrase “any legal action” is

found near the end of a contract establishing a lease agreement. This

raises the question of whether “any legal action” should be given its

literal meaning, or whether the parties intended to limit its

application to lawsuits arising from the lease agreement. The

conflict between the broad literal meaning of the phrase and the

                                  10
limited nature of the contract creates uncertainty as to the scope of

the Limitation Provision. What is clear, however, is that in the face

of this ambiguity, the agreement must be construed against Spring

Lake, the drafter, and in favor of Langley, the non-drafter. See

Hertz, 

.

     Even so, construction of the agreement against Spring Lake is

bound both by reasonableness and our goal of ascertaining the

intention of the parties. The contract, titled “Apartment Lease

Contract,” demonstrates the parties’ clear intent to create a

landlord-tenant relationship for a one-year term during which

Langley agreed to rent a specific apartment “for use as a private

residence.” See OCGA § 44-7-1 (a) (“The relationship of landlord and

tenant is created when the owner of real estate grants to another

person, who accepts such grant, the right simply to possess and

enjoy the use of such real estate either for a fixed time or at the will

of the grantor. . . .”). In addition to specifying a number of duties




                                  11
owed by the parties to each other,2 the lease agreement also invoked

a significant body of landlord-tenant law, including a number of

duties owed by Spring Lake to Langley that could not be waived by

their agreement. See OCGA § 44-7-2 (b) (“In any . . . lease . . . for

the use or rental of real property as a dwelling place, a landlord or a

tenant may not waive, assign, transfer, or otherwise avoid any of the

rights, duties, or remedies contained in the following provisions of

law[, including § 44-7-13].”). Of note to the inquiry before us, the

duties imposed by OCGA § 44-7-13 sound only in contract, not in

tort, Colquitt v. Rowland, 

 (2) (

)

(1995). Among those duties is the landlord’s contractual duty to




      2 The forty-two provisions of the six-page lease are divided into various

sections, and each section is labeled with a heading, such as “Moving In –
General Information,” “Special Provisions and ‘What If’ Clauses,” “While
You’re Living in the Apartment,” “Replacements,” “Responsibilities of Owner
and Resident,” “General Clauses,” “Security Guidelines for Residents,” “When
Moving Out,” and “Signatures, Originals, and Attachments.” By executing the
lease, Langley promised, among other things, to pay rent before or on the first
of the month, to purchase personal liability insurance, to dispose of her trash
at least once per week, to refrain from burning candles in her apartment, and
to replace at her own expense the batteries in smoke detectors located in her
apartment. In exchange, Spring Lake promised, among other things, to keep
common areas reasonably clean, to maintain fixtures and certain appliances,
and to make reasonable repairs.
                                      12
“keep the premises in repair.” OCGA § 44-7-13.

     But Langley’s claims here were brought in tort. See OCGA §

51-3-1 (“Where an owner or occupier of land, by express or implied

invitation, induces or leads others to come upon his premises for any

lawful purpose, he is liable in damages to such persons for injuries

caused by his failure to exercise ordinary care in keeping the

premises and approaches safe.”). Although her lawsuit notes that

she was a tenant at property owned by Spring Lake at the time of

her injuries, Langley’s lawsuit against Spring Lake is not legally

predicated on the landlord-tenant relationship between Langley and

Spring Lake. Her tort claim is instead a premises liability claim

predicated on Spring Lake’s status as a property owner and

Langley’s status as an invitee on that property. The relationship

between an owner and an invitee is separate from the relationship

between a landlord and a tenant. Those relationships involve

distinct statutory duties — one sounding in tort, the other in

contract — even though a person’s status as a tenant may also make

that person an invitee to the property. See, e.g., Total Equity Mgmt.

                                 13
Corp. v. Demps, 

 (

) (1989) (noting

that “[tenant] appellees were invitees in their own apartment and

in the building’s common areas[.]” See also Johnson v. Green Growth

1, LLC, 

 (

) (2010) (“[W]here, as

here, the landlord has retained control over common areas of an

apartment complex to which tenants and others are allowed access,

the landlord has a legal duty under OCGA § 51-3-1 to exercise

ordinary care in keeping the common areas safe.” (citation and

punctuation omitted)).

     Given the limited purpose of the lease contract and the legal

relationship it created between Langley and Spring Lake, the

ultimate question before us becomes apparent: Was the Limitation

Provision intended to apply to the conceivable universe of legal

claims that may arise between the parties, or is its applicability

limited to claims arising from the lease agreement? Due to the

nature of the contract, and because we construe the lease against

Spring Lake and find that Langley’s proposed construction is

reasonable, we construe the Limitation Provision to apply only to

                                14
claims arising from the contract, and not to Langley’s free-standing

tort claims.

     Construing the lease against Spring Lake forecloses the

possibility that the Limitation Provision was intended to apply to

any and all possible legal claims that may arise between the parties.

It is difficult to believe, for example, that the parties intended the

Limitation Provision to apply to tort claims resulting from a traffic

accident miles away from the apartment complex between Langley’s

and the property manager’s vehicles, an intentional tort lawsuit

against a property manager for punching a tenant, or a shareholder

liability suit if Langley happened to be a shareholder in MP Spring

Lake, LLC. Instead, when read in the context of the lease

agreement, we conclude that the general language “any legal

action,” in the absence of language specifically encompassing tort

claims, is limited to claims arising out of the lease agreement. Here,

the lease agreement, like most residential leases, lays out a fairly

standard set of rights and obligations of both the landlord and the

tenant. Within this context, while it could be argued that the

                                 15
Limitation Provision was intended to apply to claims other than

those arising from the lease agreement that Langley might bring

against Spring Lake, the canon of construction requiring us to

construe the Limitation Provision against Spring Lake moves us

toward a more limited reading of the contract so as not to cover

Langley’s tort claim.

     Nothing in the lease agreement suggests that it creates any

relationship other than that of landlord and tenant, or that it covers

subject matter beyond that relationship or the parties’ rights and

obligations specified in the lease agreement. This omission suggests

that nothing in the lease should be read to apply to, or to curtail, tort

claims, or to otherwise speak to legal rights beyond those arising

from the lease agreement and the body of law creating contractual

duties between landlords and tenants.

     Indeed, Spring Lake points to no Georgia case in which a

contractual limitation provision has ever been applied to a claim not

arising from the underlying contract, and we have found no case

from anywhere in the country applying such general limitation

                                   16
language in a residential lease agreement to a free-standing tort

claim.3 In the context of a licensing agreement, a federal court has

held that the same limitation language at issue here — “any legal

action” — applied only to “those claims that are closely related to the

parties’ contractual rights and obligations,” and thus did not bar

unfair competition claims “not dependent on the parties contractual

relationship.” RSI Corp. v. Intl. Business Machines Corp., No. 5:08-

CV-3414 RMW, 

, at *5-8 (N.D. Cal. Aug. 9, 2012).

See also College of Notre Dame of Md. v. Morabito Consultants, 

 (Md. Ct. Spec. App. 2000) (enforcing time-limitation

provision in construction contract but noting that “[w]e are not



      3 In a motion for reconsideration, Spring Lake has identified a Court of

Appeals case, McCoury v. Allstate Ins. Co., 

 (

)
(2002), which Spring Lake asserts stands for the proposition that a contractual
limitation provision applies to extracontractual tort claims. Pretermitting
whether McCoury was correctly decided, it is not inconsistent with our
reasoning here. Although the claim in McCoury was a tort, the action for
negligent failure to provide adequate coverage for plaintiffs’ loss arose from the
insurance policy in question. See 

 (“Although this is not an
action for breach of the policy, it is certainly an action brought by the plaintiffs
by virtue of their status as policyholders.”). Indeed, the McCoury majority
rejected an argument — similar to the one Spring Lake has made here — that
the limitation provision would apply to litigation “completely unrelated to any
insurance policy containing the limiting clause.” (Punctuation omitted.) 

 at
28 n.3.
                                        17
addressing claims for damages to person or property sustained by a

contracting party”). Some courts outside Georgia have held that

differently worded limitation language, and limitation provisions in

other types of contracts, reach certain tort claims. See, e.g., Maxcess,

Inc. v. Lucent Techs., 

 (11th Cir. 2005) (applying

Florida law and finding that “the Purchase Agreement clearly covers

‘any action or proceeding,’ and is not limited to contractual or tort

claims [so] . . . the shortened limitations period covers both claims

arising in contract law and in tort law”); Selective Way Ins. Co. v.

Glasstech, Inc., No. 16-CV-1177, 

, at *4 (N.D. Ohio

Apr. 19, 2018) (finding that time-limitation provision in service

contract applying to any action based upon “breach of obligations”

“contemplates all obligations or duties, sounding in tort and contract

law” where contract as a whole “refers to limitation of liability

regardless of whether the claim is based on breach of contract or

tort” (punctuation omitted)). We cannot say that this background

law suggests that the Limitation Provision at issue here would be

applied to tort claims not arising from the lease agreement.

                                  18
      The law establishes a contract claim arising from a breach of

Spring Lake’s duties under the lease and OCGA § 44-7-13, separate

and apart from a premises liability tort claim arising from Spring

Lake’s duties as a property owner to keep the premises safe under

OCGA § 51-3-1. Tort and contract simply provide alternate vehicles

(and remedies) through which Spring Lake could be liable to

Langley for failing to keep the property in repair. See OCGA § 51-1-

1 (“A tort is the unlawful violation of a private legal right other than

a mere breach of contract, express or implied. . . .”).

      We express no opinion as to whether a lease agreement ever

could be worded and structured so as to provide limitations on the

period in which the tenant could bring tort claims against the

landlord, and we likewise express no opinion about the extent to

which such limitations would be enforceable.4 Because the best



      4 Georgia law “recognizes and protects the freedom of parties to contract

. . . even though [parties] may enter into contracts that are unreasonable or
which may lead to hardship.” Thomas v. T & T Straw, 

(

) (2002). Statutes of limitation “serve the legitimate public policy
goal of promoting justice and furthering the certainty of time limitations while
preventing unfair surprise.” Walker v. Brannan, 

, 238-239

                                       19
reading of the lease agreement before us suggests that this is not

what the parties intended, we need not reach those questions in this

case.

        Based on the foregoing, we determine that the Court of Appeals

erred when it affirmed the trial court’s grant of summary judgment

in favor of Spring Lake. We therefore reverse the decision of the

Court of Appeals and remand the case for further proceedings. In

light of our conclusion that the lease provision at issue does not bar

Langley’s tort suit against Spring Lake, we do not reach the question

of whether that provision is enforceable.

  Judgment reversed and case remanded. All the Justices concur,
  except Melton, C. J., who concurs in judgment only. Peterson, J.,


(

) (2000). Unlike arbitration provisions, for which there is a
statutory provision prohibiting agreements to arbitrate claims “arising out of
personal bodily injury or wrongful death based on tort,” OCGA § 9-9-2 (c) (10),
there is no statutory provision prohibiting parties from contractually
shortening periods of limitation for tort claims. At the same time, this Court
has recognized that
      [t]he General Assembly has consistently expressed the public
      policy of this state as one in favor of imposing upon the landlord
      liability for damages to others from defective construction and
      failure to keep his premises in repair. The expressed public policy
      in favor of landlord liability is matched by an equally strong and
      important public policy in favor of preventing unsafe residential
      housing.
Thompson v. Crownover, 

 (

) (1989).
                                      20
disqualified.




     21
DECIDED OCTOBER 21, 2019 – RECONSIDERATION DENIED NOVEMBER
                              14, 2019.
     Certiorari to the Court of Appeals of Georgia — 

.
     Matthew G. Gebhardt; Bondurant, Mixson & Elmore, Naveen
Ramachandrappa, for appellant.
     Freeman Mathis & Gary, Sun S. Choy, Jacob E. Daly, Wes C.
Jackson, for appellee.
     The Blaska Law Firm, Thomas C. Blaska, Thomas C. Blaska
II, Dana J. Norman; Speed & King Law, Laura W. Speed; John D.
Hadden; McArthur Law Firm, Caleb F. Walker; Janise L. Miller;
Kenneth M. Sissel; Alan B. Gordon; Eugene C. Brooks IV; Cole
Thaler; Crystal A. Redd; Hall Booth Smith, Mark W. Wortham,
Austin Atkinson, Pearson K. Cunningham; Drew, Eckl & Farnham,
Hall F. McKinley III, Garret W. Meader; Hawkins Parnell Thackston
& Young, Martin A. Levinson; Fowler Hein Passino Cheatwood &
Williams, James M. Williams; John J. McDermott; McMickle, Kurey
& Branch, Kevin P. Branch, Zach M. Matthews, amici curiae.




                               22