Georgia Court of Appeals Holds that Strict Contract Construction is Required to Waive Sovereign Immu

The Georgia Court of Appeals recently granted an application for interlocutory review filed by James Drumm in his capacity as City Manager for the City of Brunswick and the City of Brunswick (collectively “Drumm”) following the denial of their motion for summary judgment in a breach of contract action. Drumm for City of Brunswick v. George, 2018 WL 2213375 (Ga. Ct. App. 2018). Drumm met with Brunswick’s Chief of Police to discuss the promotion of police officers that met certain criteria. The two were able to come to an agreement as to the requirements; however, it was unclear how many officers would ultimately be promoted. Shortly thereafter, the Chief sent Drumm a text message to confirm that six officers could be promoted. Drumm responded “ok,” and the Chief told him to “draw up the paperwork.” The Chief then sent the officers a congratulatory letter. However, when the officers received their next paycheck they did not receive an increase in salary. At that time, the Chief discovered that Drumm did not “draw up the paperwork” and the officers were not promoted.

The officers filed grievances against Brunswick and met with Drumm to discuss the promotions. Drumm informed the officers that the promotions were unauthorized and the officers filed a complaint alleging breach of contract and seeking damages against Drumm. Drumm filed a motion for summary judgment claiming that the Officers’ suit was barred by sovereign immunity because there was no written contract. The trial court denied the motion, holding that “the essential terms of the modified employment agreements were known to and tacitly agreed to by [the Officers] and the City.” On appeal, Drumm claimed that the Officers failed to meet their burden to show a waiver of sovereign immunity.

The court of appeals noted the burden was on the officers to show evidence of a written contract and waiver of immunity under the provisions of the Georgia Constitution. The only evidence offered by the officers was argument that the Chief was authorized by Drumm to enter into a contract with them, and the congratulatory letter was an enforceable written contract. A contract cannot be enforced if its terms are incomplete, vague, indefinite or uncertain. Id. (citing Souza v. Berberian, 342 Ga. App. 165, 168 (2017)). The court held that the letter did not contain any terms of the officers’ promotion and it was, therefore, too incomplete and indefinite to be considered an enforceable written contract. Accordingly, the court held that the officers’ action was barred by sovereign immunity.