FOURTH DIVISION

DILLARD, C. J.,

DOYLE, P. J., and MERCIER, J.

NOTICE: Motions for reconsideration must be

physically received in our clerk’s office within ten

days of the date of decision to be deemed timely filed.

http://www.gaappeals.us/rules

May 1, 2018

In the Court of Appeals of Georgia

A18A0193. LANGLEY v. MP SPRING LAKE, LLC.

DILLARD, Chief Judge.

Pamela Langley appeals from the trial court’s grant of summary judgment in

favor of MP Spring Lake, LLC (“Spring Lake”) on her suit for premises liability due

to personal injuries she sustained as a tenant of an apartment complex that, at the

time, was owned by Spring Lake. Langley’s sole argument on appeal is that the trial

court erred in granting summary judgment to Spring Lake after concluding that her

lease shortened the time to bring personal-injury actions against the apartment

complex from two years to one year. For the reasons set forth infra, we affirm.
Viewed in the light most favorable to Langley (i.e., the nonmoving party),1

the

record shows she filed suit against Spring Lake on March 3, 2016, alleging that on

March 3, 2014, while a lawful tenant of Spring Lake Apartmentsin 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. SpringLake thenmoved

for summary judgment on this basis,

2

arguing that, because Langley’slease 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

1

See, e.g., Matson v. Bayview Loan Srv., LLC, 339 Ga. App. 890, 890 (795

SE2d 195) (2016).

2 Spring Lake also asserted, alternatively, that Langley’s claims were barred by

the statute of limitation and her failure to perfect service within the limitation period

or a reasonable time thereafter. Spring Lake abandoned this alternative ground in

exchange for Langley waiving her right to renewal under OCGA § 9-2-61. As a

result, this alternative argument is not at issue on appeal.

2
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. 

In response to Spring Lake’s motion for summary judgment, Langley argued

that (1) the limitation-on-actions clause wastoo ambiguousto be enforceable; (2) the

clause was only applicable to actions that arose from the contract itself, not an

unrelated personal-injury action;(3) Spring Lake was estopped fromrelying upon the

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 clause because neither party was even aware of

its existence. 

3
The trial courtrejected Langley’s arguments and granted Spring Lake’smotion

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. This appeal

follows. 

Summary judgment is, of course, proper when “there is no genuine issue as to

any material fact and . . . the moving party is entitled to a judgment as a matter of

law[.]”

3 And we review a grant or denial of summary judgment de novo, construing

“the evidence in the light most favorable to the nonmovant.”4 With these guiding

principles in mind, we will now address Langley’s contention on appeal.

Langley argues the trial court’s conclusion is erroneous because a contractual

limitation period should not apply to claims that do not arise out of the agreement.

She contends the subject clause “may be ‘all-inclusive’ for causes of action based

upon the lease contract, but it is overly broad and improper to interpret the lease

contract clause as limiting an action derived solely from a statutory right unrelated

to the contract.” 

3

 OCGA § 9-11-56 (c); accord Matson, 339 Ga. App. at 890.

4 Matson, 339 Ga. App. at 890.

4
In considering Langley’s argument, our analysis necessarily begins with the

contractual language at issue. The cardinal rule of construction is, of course, to

“ascertain the intention of the parties, as set out in the language of the contract.”5

In

this regard, contract disputes are “particularly well suited for adjudication by

summary judgment because construction of contractsis ordinarily a matter of law for

the court.”6 And it is well established that contract construction entails a three-step

process, beginning with the trial court’s determination as to “whether the language

is clear and unambiguous.”7

If no construction is required because the language is

plain, the court then enforces the contract according to its terms.8 But if there is any

ambiguity, the court proceeds to the second step, which is to “apply the rules of

5 Clark v. AgGeorgia Farm Credit ACA, 333 Ga. App. 73, 75-76 (1) (775 SE2d

557) (2015) (punctuation omitted); accord Envision Printing, LLC v. Evans, 336 Ga.

App. 635, 638 (1) (786 SE2d 250) (2016); Shepherd v. Greer, Klosic & Daugherty,

325 Ga. App. 188, 189-90 (750 SE2d 463) (2013).

6 Elwell v. Keefe, 312 Ga. App. 393, 394-95 (718 SE2d 587) (2011)

(punctuation omitted); accord Evans, 336 Ga. App. at 638 (1).

7 Evans, 336 Ga. App. at 638 (1) (punctuation omitted); accord Michna v. Blue

Cross & Blue Shield of Ga., Inc., 288 Ga. App. 112, 113 (653 SE2d 377) (2007).

8 Evans, 336 Ga. App. at 638 (1); Michna, 288 Ga. App. at 113.

5
contract construction to resolve the ambiguity.”9 Finally, in the third step, “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.”10

Here, we agree with the trial court that there is no ambiguity in the language

of the relevant contractual provision. Indeed, its meaning is perfectly clear: “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.”11 As a result, the one-year contractual

limitation period encompassed by Langley’s lease with Spring Lake was applicable

to any action, not just those which arose from breaches of the lease. Accordingly,

although personal-injury claims are ordinarily subject to a two-year statute of

9 Evans, 336 Ga. App. at 638 (1) (punctuation omitted); accord Michna, 288

Ga. App. at 113.

10 Evans, 336 Ga. App. at 638 (1) (punctuation omitted); accord Michna, 288

Ga. App. at 113.

11

 (Emphasis supplied).

6
limitation,

12 Langley contractually agreed to bring any action against Spring

Lake—including, but not limited to, personal-injury actions—within one year. And

Langley failed to do this when she filed suit on March 3, 2016, seeking to recover

damages for an injury that occurred on March 3, 2014.

We further reject Langley’s assertion that the provision at issue should be

unenforceable as a matter of law, when contractual-limitation-period clauses are

enforceable in Georgia.13 And Langley points usto no supporting authority that holds

12

See OCGA § 9-3-33.

13

See Rain & Hail Ins. Servs., Inc. v. Vickery, 274 Ga. App. 424, 425 (1) (618

SE2d 111) (2005) (“This Court has previously found this contractual limitation

provision to be enforceable.”); Dailey v. Cotton States Mut. Ins. Co., 207 Ga. App.

139, 139 (427 SE2d 109) (1993) (“There is no question that contractual limitations

are valid and will be enforced by the courts.” (punctuation omitted)); see also

Thornton v. Ga. Farm Bureau Mut. Ins. Co., 287 Ga. 379, 380 (1) (695 SE2d 642)

(2010) (“[Appellant] fails to recognize the distinction between a statute of limitation

and its particular language and a contractual period of limitation and its particular

language. They can be significantly different, as demonstrated by the fact that the

statute of limitation for contract claims is six years, but the courts have nevertheless

enforced much shorter contractual periods of limitation, including the one-year

limitation in insurance policies like the one in this case.” (citation omitted)).

Moreover, although several of our sister states admittedly disallow contractual

provisionsshortening statutes of limitation, they all do so only as a result of statutory

prohibitions on such agreements. See S.C. CODE ANN. § 15-3-140 (“No clause . . .

whereby it is agreed that either party shall be barred from bringing suit upon any

cause of action arising out of the contract if not brought within a period less than the

time prescribed by the statute of limitations . . . shall bar such action, but the action

may be brought notwithstanding such clause, provision or agreement if brought

7
such provisions are inapplicable to personal-injury actions.14 Although the language

within the time prescribed by the statute of limitations in reference to like causes of

action.”); FLA. STAT. § 95.03 (“Any provision in a contract fixing the period of time

within which an action arising out of the contract may be begun at a time less than

that provided by the applicable statute of limitations is void.”); ALA. CODE § 6-2-15

(“[A]ny agreement or stipulation, verbal or written, whereby the time for the

commencement of any action is limited to a time less than that prescribed by law for

the commencement of such action is void.”); MISS. CODE. ANN. § 15-1-5 (“The

limitations prescribed in this chapter shall not be changed in any way whatsoever by

contract between parties, and any change in such limitations made by any contracts

stipulation whatsoever shall be absolutely null and void[.]”). But in the absence of a

statutory prohibition, other state courts have generally upheld the validity of clauses

shortening a party’s time to sue. See Ceccone v. Carroll Home Servs., LLC, 165 A3d

475, 483 (II) (B) (Md. Ct. App. 2017) (“[P]arties may agree to a provision that

modifies the limitations result that would otherwise pertain provided (1) there is no

controlling statute to the contrary, (2) it isreasonable, and (3) it is notsubject to other

defenses such as fraud, duress, or misrepresentation.” (punctuation omitted)); Town

of Crossville Hous. Auth. v. Murphy, 465 SW3d 574, 579 (II) (Tenn. Ct. App. 2014)

(noting “Tennessee courts have long upheld contractual limitations that reduce the

statutory period for filing suit”); Bd. of Sup’rs of Fairfax Cty. v. Sampson, 369 SE2d

178, 180 (Va. 1988) (“Parties to a contract properly may agree that a claim under the

contract must be enforced within a shorter time limit than that fixed by statute if the

contractual provision is not against public policy and if the agreed time is not

unreasonably short.”); see also Steele v. Safeco Ins. Co. of Am., Case No. COA12-

266, 735 SE2d 451 (Table), 2012 WL 5857393, at *4 (NC Ct. App. 2012)

(unpublished) (permitting a contractually shortened statute of limitation when North

Carolina law did not specifically prohibit such an agreement between the parties).

Similarly, when our General Assembly has remained silent, we are bound to follow

the common law, which has consistently permitted contractual-limitation-period

clauses. See Wolf Creek Landfill, LLC v. Twiggs Cty., 337 Ga. App. 211, 214 (1) (786

SE2d 862) (2016) (“While some states have statutory or judicial restrictions

prohibiting or limiting contractual extensions of statutes of limitation, Georgia does

not.” (footnotes omitted)).

8
of the limitation-on-actions provision is broad and does not explicitly specify that it

includes personal-injury actions,

15

it nevertheless encompasses any legal action

Langley might have instituted against the owner or management of her apartment

complex. Thus, Langley’s repeated assertions that her personal-injury claim is

“unrelated” to the contract are of no consequence because her personal-injury claim,

and any other claim that she might have brought against Spring Lake, were

encompassed by this broad contractual limitation period. 

Furthermore, it is well established, in Georgia, that “unless prohibited by

statute or public policy, [all parties] are free to contract on any terms regarding a

14

See COURT OF APPEALS R. 25 (a) (3) (“Part Three [of appellant’s brief] shall

contain the argument and citation of authorities. It shall also include a concise

statement of the applicable standard of review with supporting authority for each

issue presented in the brief.”).

15 Cf. Scott v. Ing Clarion Partners, LLC, 2007 WL 1391386, at *1 (ND Ga.

May 7, 2007) (declining to address, after reaching determinative conclusion on first

two arguments, third and final argument in favor of judgment on the pleadings, which

was that action was barred by contractual limitation clause providing that “Resident

agrees and understands that any legal action instituted against Management of or

related to any claims or causes of action arising for any reason whatsoever, including

personal injury, bodily injury and/or property damage, shall be filed only in the

Superior Court or State Court of Cobb County, Georgia,” and that “Resident also

agrees and understands that any legal action against Management 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”).

9
subject matter in which they have an interest,”

16

and such agreements will be enforced

by the courts.

17

Indeed, we have previously recognized that “contracting parties are

free to contract to waive numerous and substantial rights[.]”

18 And when we consider

whether a contract provision is void as against public policy, we follow the rule that

“the courts must exercise extreme caution in declaring a contract void as against

public policy and should do so only in cases free from doubt.”19 Our Supreme Court

16 Quillen v. Quillen, 265 Ga. 779, 779 (1) (462 SE2d 750) (1995); accord

Grand Master Contracting, L.L.C. v. Lincoln Apartment Mgmt. Ltd. P’ship, 314 Ga.

App. 449, 451 (1) (724 SE2d 456) (2012); see Int’l Biochemical Indus., Inc. v.

Jamestown Mgmt. Corp., 262 Ga. App. 770, 773 (1) (586 SE2d 442) (2003) (“It is

general contract law in Georgia that parties are free to contract about any subject

matter, on any terms, unless prohibited by statute or public policy, and injury to the

public interest clearly appears.” (punctuation omitted)); Century 21 Pinetree Props.,

Inc. v. Cason, 220 Ga. App. 355, 356 (2) (b) (469 SE2d 458) (1996) (same); TahoeVinings v. Vinings Partners, 205 Ga. App. 829, 830 (1) (424 SE2d 30) (1992) (same);

see also OCGA § 13-8-2 (a) (“A contract that is against the policy of the law cannot

be enforced.”).

17 Grand Master Contracting, 314 Ga. App. at 451 (1).

18 McGregor v. Bd. of Regents of Univ. Sys. of Ga., 249 Ga. App. 612, 613 (548

SE2d 116) (2001) (punctuation omitted); accord Aetna Workers’ Comp Access, LLC

v. Coliseum Med. Ctr., 322 Ga. App. 641, 647 (2) (746 SE2d 148) (2013); Imaging

Sys. Intern., Inc. v. Magnetic Resonance Plus, Inc., 227 Ga. App. 641, 644 (1) (490

SE2d 124) (1997).

19 Emory Univ. v. Porubiansky, 248 Ga. 391, 393 (282 SE2d 903) (1981)

(punctuation omitted); accord Precision Planning, Inc. v. Richmark Cmtys., Inc., 298

Ga. App. 78, 79 (1) (679 SE2d 43) (2009); Edwards v. Grapefields, Inc., 267 Ga.

10
has further directed that “[a] contract cannot be said to be contrary to public policy

unless the General Assembly has declared it to be so, or unless the consideration of

the contract is contrary to good morals and contrary to law, or unless the contract is

entered into for the purpose of effecting an illegal or immoral agreement or doing

something which is in violation of law.”20

Here, the provision at issue is not a contractual obligation listed in OCGA § 13-

8-2 (a), which includes a non-exclusive list of contracts that our General Assembly

has deemed contrary to public policy.

21 This, combined with our Supreme Court’s

explicit holding that partiesto a contract have the power to “agree among themselves

App. 399, 404-03 (1) (599 SE2d 489) (2004).

20 Dept. of Transp. v. Brooks, 254 Ga. 303, 312 (1) (328 SE2d 705) (1985) (per

curiam) (punctuation omitted); accord Camp v. Aetna Ins. Co., 170 Ga. 46, 50 (152

SE 41) (1930); Providence Const. Co. v. Bauer, 229 Ga. App. 679, 681 (1) (494 SE2d

527) (1997). 

21

See OCGA § 13-8-2 (a) (1)-(5) (“Contracts deemed contrary to public policy

include but are not limited to: (1) Contracts tending to corrupt legislation or the

judiciary; (2) Contracts in general restraint of trade, as distinguished from contracts

which restrict certain competitive activities, as provided in Article 4 of this chapter;

(3) Contracts to evade or oppose the revenue laws of another country; (4) Wagering

contracts; or (5) Contracts of maintenance or champerty.”);see also RSN Props., Inc.

v. Eng’g Consulting Servs., Ltd., 301 Ga. App. 52, 53 (686 SE2d 853) (2009)

(holding that limitation-of-liability provision did not violate public policy and was

enforceable when provision did not create a contractual obligation encompassed by

OCGA § 13-8-2 (a), nor was it otherwise contrary to public policy).

11
upon a period of time which would amount to a statute of limitations, either greater

or lessthan the period fixed by the law,”22leads usto conclude that the unambiguous

provision at issue is enforceable. Accordingly, any cause of action that accrued

during the duration of Langley’s lease—including a cause of action for personal

injuries—was subject to the one-year contractual limitation period.

For all these reasons, we affirm the trial court’s grant of summary judgment to

Spring Lake.

Judgment affirmed. Doyle, P. J., and Mercier, J., concur.

22 Mass. Ben. Life Ass’n v. Robinson, 104 Ga. 256, 272 (1) (30 SE 918) (1898)

(emphasis supplied); see also Wolf Creek Landfill, 337 Ga. App. at 214 (1)

(recognizing that “[w]hile some states have statutory or judicial restrictions

prohibiting or limiting contractual extensions of statutes of limitation, Georgia does

not.” (footnotes omitted)).

12