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Construction of Contracts, Meaning and Enforcement

“The construction of a contract is a question of law for the court.” O.C.G.A. § 13-2-1.

The cardinal rule of construction is to ascertain the intention of the parties. If that intention is clear and it contravenes no rule of law and sufficient words are used to arrive at the intention, it shall be enforced irrespective of all technical or arbitrary rules of construction. O.C.G.A. § 13-2-3.

A contract is not valid unless there exists a subject matter upon which the contract can operate. O.C.G.A. § 13-3-1.

No party is bound absent consent to all terms. O.C.G.A. § 13-3-2.

An altered contract is not enforceable against the non-altering party. O.C.G.A. § 13-4-1.

Where a contract states a condition precedent, it must be performed before the contract becomes absolute and obligatory upon the other party. O.C.G.A. § 13-3-4.

Where there is ambiguity, the agreement will be construed against the drafter and in favor of the nondrafter. Langley v. MP Spring Lake, LLC, 307 Ga. 321, 324 (2019). However, in construing a provision against the drafter, it does not follow that the non-drafter’s interpretation automatically controls… the interpretation put forward by the non-drafting party must be a reasonable one. Id.

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