2018 Georgia Code Annotated

TITLE 13 CONTRACTS

Chap.

• 1. General Provisions, 13-1-1 through 13-1-14.
• 2. Construction, 13-2-1 through 13-2-4.
• 3. Elements and Formation Generally, 13-3-1 through 13-3-47.
• 4. Modification, Extinguishment, and Renewal, 13-4-1 through 13-4-104.
• 5. Defenses, 13-5-1 through 13-5-31.
• 6. Damages and Costs Generally, 13-6-1 through 13-6-15.
• 7. Setoff and Recoupment, 13-7-1 through 13-7-14.
• 8. Illegal and Void Contracts Generally, 13-8-1 through 13-8-59.
• 9. Contracts for Future Delivery of Cotton, Grain, etc, 13-9-1 through 13-9-7.
• 10. Contracts for Public Works, 13-10-1 through 13-10-91.
• 11. Prompt Payment, 13-11-1 through 13-11-11.
• 12. Automatic Renewal Provisions, 13-12-1 through 13-12-5.

Chapter 1. General Provisions, 13-1-1 through 13-1-14.

• 13-1-1. Contract defined - Generally.
• 13-1-2. Contract defined - Executed and executory contracts.
• 13-1-3. Contract defined - Contract of record.
• 13-1-4. Contract defined - Specialty contract.
• 13-1-5. Contract defined - Simple contract.
• 13-1-6. Contract defined - Parol contracts.
• 13-1-7. Contract defined - Absolute and conditional contracts.
• 13-1-8. Contract defined - Entire and severable contracts.
• 13-1-9. Apportionment of entire contracts.
• 13-1-10. Licenses and contracts distinguished.
• 13-1-11. Validity and enforcement of obligations to pay attorney's fees upon notes or other evidence of indebtedness.
• 13-1-12. Requirement of proof of endorsement or assignment of bill, bond, or note in action by endorsee.
• 13-1-13. Recovery of voluntary payments.
• 13-1-14. Collection of closing fees for contracts for the advance of money or the extension of credit; refund of closing fees in certain instances; limited application.
• 13-1-15. Convenience fee; when appropriate.

Chapter 2. Construction, 13-2-1 through 13-2-4.

• 13-2-1. Construction of contracts by courts generally; findings of fact by juries.
• 13-2-2. Rules for interpretation of contracts generally.
• 13-2-3. Ascertainment and enforcement of intention of parties generally.
• 13-2-4. Ascertainment of intention of parties where meaning placed on contract by one party known to other.

Chapter 3. Elements and Formation Generally, 13-3-1 through 13-3-47.

Article 1 General Provisions.

• 13-3-1. Essentials of contracts generally.
• 13-3-2. Contract incomplete without assent of parties to terms thereof; withdrawal of bid or proposition by party.
• 13-3-3. When written acceptance of offer made by letter takes effect; acceptance of offer containing alternative propositions.
• 13-3-4. Effect of conditions precedent or subsequent upon rights of parties under contracts.
• 13-3-5. Effect of impossible, immoral, and illegal conditions.

Article 2 Capacity of Parties.

• 13-3-20. Minors - Contracts for property or valuable consideration; contracts for necessaries.
• 13-3-21. Minors - Contracts relating to practice of profession, trade, or business.
• 13-3-22. Minors - Marriage contracts and settlements.
• 13-3-23. Minors - Contracts, promissory notes, written obligation, or other evidence, for loans from trust funds for educational purposes.
• 13-3-24. Insane, mentally ill, intellectually disabled, or mentally incompetent persons.
• 13-3-25. Intoxicated persons.

Article 3 Consideration.

• 13-3-40. Necessity for consideration; presumption of consideration.
• 13-3-41. Types of consideration.
• 13-3-42. Acts which constitute consideration; effect of consideration given or received by persons other than promisor or promisee.
• 13-3-43. Effect of satisfying requirement of consideration.
• 13-3-44. Effect of promise which is reasonably expected to induce action or forbearance by promisee or third person; requirement as to proof of reliance in cases of charitable subscriptions or marriage settlements.
• 13-3-45. Effect of partially valid consideration; effect of illegal consideration.
• 13-3-46. Effect of inadequacy of consideration.
• 13-3-47. Effect of impossible and possible but improbable consideration.

Chapter 4. Modification, Extinguishment, and Renewal, 13-4-1 through 13-4-104.

Article 1 General Provisions.

• 13-4-1. Alteration of written contract - Effect generally.
• 13-4-2. Alteration of written contract - Determination of materiality of alteration; determination of fact of alteration.
• 13-4-3. Alteration of written contract - Requirement of preliminary proof as to material alteration.
• 13-4-4. Effect of mutual departure from contract terms.
• 13-4-5. Effect of execution of second contract upon same matter; novation.

Article 2 Performance.

• 13-4-20. Requirements as to performance of contractual obligations generally.
• 13-4-21. Effect of act of God.
• 13-4-22. Effect of refusal of party to perform concurrent condition upon offer of performance by other party.
• 13-4-23. Effect of nonperformance caused by conduct of other party.
• 13-4-24. Requirements for and effect of tender generally.
• 13-4-25. Tender of chattels.
• 13-4-26. Delivery on demand; delivery at certain time and place.

Article 3 Payment.

• 13-4-40. Payment to creditor or agent.
• 13-4-41. Payment by mail.
• 13-4-42. Appropriation of payments.
• 13-4-43. Provision requiring one party to reimburse other for federal manufacturer's excise tax; right of reimbursing party relating to timing of payments.

Article 4 Rescission.

• 13-4-60. Rescission for fraud.
• 13-4-61. Rights of vendor as to reclamation of goods where contract rescinded for fraud.
• 13-4-62. Rescission for nonperformance.

Article 5 Release.

• 13-4-80. Release of another bound jointly or primarily or acceptance of higher security for same debt.
• 13-4-81. Covenant not to sue; bond to indemnify debtor against debt.
• 13-4-82. Intermarriage of parties.

Article 6 Accord and Satisfaction.

• 13-4-100. Effect of executory accord.
• 13-4-101. Elements and requirements of accord and satisfaction generally.
• 13-4-102. Benefit to creditor.
• 13-4-103. Acceptance of less than amount of debt.
• 13-4-104. Parties bound by accord and satisfaction.

Chapter 5. Defenses, 13-5-1 through 13-5-31.

Article 1 General Provisions.

• 13-5-1. Pleading of facts indicating contract not obligatory generally.
• 13-5-2. Incapacity generally.
• 13-5-3. Exemption from contractual liability of minor.
• 13-5-4. Mistake of fact or law.
• 13-5-5. Fraud.
• 13-5-6. Duress.
• 13-5-7. Rescission or release.
• 13-5-8. Noncompliance with condition, failure of consideration, or other act as defense.
• 13-5-9. Total or partial failure of consideration generally.
• 13-5-10. Failure to perform dependent covenant.
• 13-5-11. Part performance.

Article 2 Statute of Frauds.

• 13-5-30. Agreements required to be in writing.
• 13-5-31. Agreements enforceable without writing.

Chapter 6. Damages and Costs Generally, 13-6-1 through 13-6-15.

• 13-6-1. Purpose of damages.
• 13-6-2. Measure of damages - Generally.
• 13-6-3. Measure of damages - Breach of bond.
• 13-6-4. Determination of damages generally.
• 13-6-5. Duty of injured party to lessen damages resulting from breach.
• 13-6-6. Damages and expenses recoverable - Nominal damages.
• 13-6-7. Damages and expenses recoverable - Liquidated damages generally.
• 13-6-8. Damages and expenses recoverable - Remote or consequential damages.
• 13-6-9. Damages and expenses recoverable - Expenses necessary for compliance with contract.
• 13-6-10. Damages and expenses recoverable - Exemplary damages.
• 13-6-11. Recovery of expenses of litigation generally.
• 13-6-12. Effect of tender or deposit in court before trial upon recovery of costs.
• 13-6-13. Recovery of interest upon damages.
• 13-6-14. Number of actions for breach of contract.
• 13-6-15. Damages for writing bad checks.

Chapter 7. Setoff and Recoupment, 13-7-1 through 13-7-14.

• 13-7-1. Nature of setoff generally.
• 13-7-2. Nature of recoupment generally.
• 13-7-3. Setoff and recoupment distinguished.
• 13-7-4. Limitations as to claims or demands for setoff generally.
• 13-7-5. Setoff of demands between parties to suits.
• 13-7-6. Setoff of claims or demands against beneficiaries of suits.
• 13-7-7. Allowance of setoff against original payee in action by holder or transferee of negotiable instrument received under dishonor.
• 13-7-8. Allowance of setoff of debt of testator or intestate against representative of estate.
• 13-7-9. Allowance of setoff of distributive share in estate against judgment against legatee or owner of share.
• 13-7-10. Allowance of setoff of value of improvements against claim for mesne profits.
• 13-7-11. Allowance of setoff of debt not due against claim of nonresident or insolvent plaintiff.
• 13-7-12. Grounds for allowance of recoupment generally.
• 13-7-13. Actions in which recoupment may be pleaded; procedure where damages of defendant exceed damages of plaintiff.
• 13-7-14. Effect of conflict between this chapter and Chapter 11 of Title 9.

Chapter 8. Illegal and Void Contracts Generally, 13-8-1 through 13-8-59.

Article 1 General Provisions.

• 13-8-1. Contracts to do immoral or illegal things.
• 13-8-2. Contracts contravening public policy generally.
• 13-8-2.1. Contracts in partial restraint of trade [Repealed].
• 13-8-3. Gambling contracts.
• 13-8-4. Liability of stakeholder of money risked on wager.

Article 2 Regulation of Agricultural Equipment

Manufacturers, Distributors, and Dealers.

• 13-8-11. Legislative findings.
• 13-8-12. Definitions.
• 13-8-13. Persons subject to provisions of article.
• 13-8-14. Unfair competition; unfair or deceptive acts.
• 13-8-15. Unfair methods of competition and unfair or deceptive acts or practices.
• 13-8-15.1. Notice to competitors within market area.
• 13-8-15.2. Use of dealership by manufacturers, distributors, and wholesalers.
• 13-8-16. Predelivery and preparation obligations; repair parts availability; return of surplus parts inventory.
• 13-8-17. Warranty agreements; disapproval of claims under warranty agreements; special handling of claims; calculation of compensation to dealer for warranty work; amounts owed to a dealer; audit of warranty claims.
• 13-8-17.1. Time for audits of dealerships.
• 13-8-18. Agreements to which article applies.
• 13-8-19. Failure to renew, termination of, or restriction on transfer of franchise without due cause.
• 13-8-20. Damages recoverable for injuries sustained by violations; class actions; punitive damages.
• 13-8-21. Contracts and agreements in violation of article deemed void.
• 13-8-22. Repurchase of inventory upon termination of franchise; payment for inventory repurchased; title to repurchased inventory; exempt inventory items; civil liability for failure to repurchase inventory.
• 13-8-23. Repurchase of inventory upon death or incapacity of dealer or majority stockholder of corporate dealer.
• 13-8-24. Indemnification of dealer for losses relating to manufacture, assembly, design, or functions beyond control of dealer.
• 13-8-25. Applicability of article to existing contracts without expiration dates and to contracts entered or renewed on or after July 1, 2002.

Article 3 Regulation of Farm Equipment

Manufacturers, Distrib- utors, and Dealers.

• 13-8-31. Legislative findings.
• 13-8-32. Definitions.
• 13-8-33. Persons subject to provisions of article.
• 13-8-34. Unfair competition; unfair or deceptive acts.
• 13-8-35. Unfair methods of competition and unfair or deceptive acts or practices.
• 13-8-36. Predelivery and preparation obligations; repair parts availability; return of surplus parts inventory.
• 13-8-37. Warranty agreements; disapproval of claims under warranty agreements; special handling of claims; calculation of compensation to dealer for warranty work.
• 13-8-38. Agreements to which article shall apply.
• 13-8-39. Failure to renew, termination of, or restriction on transfer of franchise without due cause.
• 13-8-40. Damages recoverable for injuries sustained by violations of article; class actions; punitive damages.
• 13-8-41. Contracts and agreements in violation of article as void.
• 13-8-42. Repurchase of inventory upon termination of franchise; payment for inventory repurchased; title to repurchased inventory; exempt inventory items; civil liability for failure to repurchase inventory.
• 13-8-43. Repurchase of inventory upon death or incapacity of dealer or majority stockholder of corporate dealer.
• 13-8-44. Indemnification of dealer for losses relating to manufacture, assembly, design, or functions beyond control of dealer.
• 13-8-45. Applicability of article to existing contracts without expiration dates and to contracts entered or renewed after November 1, 1982.

Article 4 Restrictive Covenants in Contracts.

• 13-8-50. Legislative findings.
• 13-8-51. Definitions.
• 13-8-52. Application.
• 13-8-53. Enforcement of covenants; writing requirement; determining competitive status; effect of failure to comply; time and geographic limitations.
• 13-8-54. Judicial construction of covenants.
• 13-8-55. Requirements of person seeking enforcement of covenants.
• 13-8-56. Reasonableness determinations restricting competition; presumptions.
• 13-8-57. Reasonableness determinations restricting time; presumptions.
• 13-8-58. Enforcement by third parties.
• 13-8-59. Construction with federal provisions.

Chapter 9. Contracts for Future Delivery of Cotton, Grain, etc, 13-9-1 through 13-9-7.

• 13-9-1. Definitions.
• 13-9-2. Requirements for valid and enforceable contracts of sale for future delivery of cotton, grain, stocks, and other items, generally; future delivery contracts where actual delivery of commodities bought or sold not contemplated declared unlawful.
• 13-9-3. Contracts of sale for future delivery of cotton, grain, stocks, or other commodities, absent bona fide intention of parties as to delivery, execution of contract upon floor of exchange declared null and void; penalty for entering into or assisting entering into such contracts.
• 13-9-4. Furnishing of written statement as to location, date, and other details of execution of contract for future delivery of cotton, grain, stocks to principal for whom contract executed; effect of failure to furnish statement.
• 13-9-5. Organization of cotton exchanges, boards of trade to receive and post quotations; adoption of rules and regulations; inspection of books.
• 13-9-6. Maintenance or operation of bucket shop.
• 13-9-7. Effect of conflict between provisions of chapter and Uniform Commercial Code.

Chapter 10. Contracts for Public Works, 13-10-1 through 13-10-91.

Article 1 General Provisions.

Part 1 BONDS.

• 13-10-1. "State" defined.
• 13-10-2. Approval of bond; strengthening of bond.
• 13-10-3. Determining Georgia residency for businesses; preferences; adherence to policies and procedures of State Construction Manual; public works construction contracts.
• 13-10-4. Limitation on disqualification of bidders upon lack of previous experience.

Part 2 BID BONDS.

• 13-10-20. Large public works contracts; requirements for bid bonds; withdrawal of bid.
• 13-10-21. Alternatives to bid bond.
• 13-10-22. "Bid" and "bidder" defined; appreciable errors in calculation of bids; withdrawing bids.
• 13-10-23. Affiliated corporations.
• 13-10-24. Maintenance of action on bid bond by obligee.

Part 3 PERFORMANCE BONDS.

• 13-10-40. Large public works contracts; requirement for performance bond.
• 13-10-41. Alternatives to performance bond.
• 13-10-42. Maintenance of action on performance bond by obligee.

Part 4 PAYMENT BONDS.

• 13-10-60. Large public works contracts; requirement for payment bonds.
• 13-10-61. Liability of contracting entity for failure to comply with article.
• 13-10-62. Notice of commencement.
• 13-10-63. Pursuit of action by person entitled to protection of payment bond; liability of public entity.
• 13-10-64. Supplying copy of bond or security deposit agreement and contract; fees for certified copies.
• 13-10-65. Time for instituting action.

Part 5 PROJECT COMPLETION INCENTIVES IN CONTRACTS.

• 13-10-70. Liquidated damages for late completion and incentives for early completion.

Article 2 Retention of Contractual Payments and

Creation of Escrow Accounts on Con- tracts for Installation, Improvement,

Maintenance, or Repair of Water or Sewer Facilities.

• 13-10-80. Definitions; contract requirements; application; effect of greater benefits contracted for; evidence of indebtedness paid.
• 13-10-81. Authorization and procedure for retention of contractual payments by state or political subdivisions; procedure for final payment.
• 13-10-82. Authorization and procedure for creation and maintenance of escrow accounts by state or political subdivisions.
• 13-10-83. Construction of provisions of article.

Article 3 Security and Immigration Compliance.

• 13-10-90. Definitions.
• 13-10-91. Verification of new employee eligibility; applicability; rules and regulations.

Chapter 11. Prompt Payment, 13-11-1 through 13-11-11.

• 13-11-1. Short title.
• 13-11-2. Definitions.
• 13-11-3. Contractors' and subcontractors' entitlement to payment.
• 13-11-4. Time limits for payments to contractors and subcontractors.
• 13-11-5. Grounds for withholding payments.
• 13-11-6. Conditions authorizing payments to subcontractors.
• 13-11-7. Interest on late payments.
• 13-11-8. Attorneys' fees.
• 13-11-9. Nonexclusive remedies.
• 13-11-10. Improvements excepted from chapter.
• 13-11-11. Applicability of chapter.

Chapter 12. Automatic Renewal Provisions, 13-12-1 through 13-12-5.

• 13-12-1. Definitions.
• 13-12-2. Disclosure to consumer of automatic renewal provision in contract or contract offer.
• 13-12-3. Notice to consumer prior to automatic renewal of a service contract.
• 13-12-4. Applicability.
• 13-12-5. Violation of chapter.