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ICSC Legal Database - CasesMonday, February 22, 1999 05:01 PM

Case Index:
00105

Citation:
20/20 Vision Center, Inc. v. Hudqens, 256 Ga. 123, 345 S.E.2d 330 (1986).

Issue:
Whether a binding lease agreement for a period in excess of one year can be effected by a landlord's

representative who is without written authority, where the proposed lease contains a clause providing that the

agreement would become effective "only upon execution and delivery by landlord and tenant."

Facts:
20/20 Vision Center instituted suit against Hudgens, the owner of a shopping mall, complaining that Hudgens

breached an agreement to lease space to 20/20 in the mall for a period of five years. A variety of documents and

 a proposed lease were exchanged by the parties. A term in the proposed lease provided that Hudgens would

replace the existing brick storefront with glass. 20/20 spent considerable effort and money in reliance on the

exchanged documents, and performed duties imposed in accordance with the proposed lease agreement. The

Lease agreement contained a clause providing that the contract would not come into effect until executed and

delivered by landlord and tenant. Hudgens did not sign the agreement. After a hearing on Vision Center's

application for an interlocutory injunction, the trial court dismissed the complaint on the ground that a binding

written agreement was not consummated, and by expenditures made by Vision Center preparatory to moving

into the mall did not constitute partial performance that would take the contract out of the Statute of Frauds.

Various writings between the parties were simply offers and counter-offers.

Holding:
Reversed. The Statute of Frauds requires that an agreement for a period in excess of one year must be in

writing. Similarly, an agent authorized to execute such an agreement must have written authority to so act. A

deficiency in the agent's written authorization may be overcome by the principal ratifying the agent's actions, or

by estopping the principal from denying the authority of his agent. Where facts may exist to establish such

ratification or estoppel, a dismissal of the complaint is reversible error.

Publication:
Legal Update

Date:
Winter 1986

Classification 1:
Landlord and Tenant

Classification 2:
Covenants/Clauses

Classification 3:

00105 - Legal Update - Winter 1986