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Titshaw v. Geer
Facts
In this case, David Titshaw (“Plaintiff”) was an owner and managing member of various business entities operating restaurants in the Atlanta area.
Plaintiff entered into contracts with two law firms—The Law Offices of Will B. Geer, LLC (“Geer”) and Cohen Pollock Merlin Turner, P.C. (“CPMT”) (collectively, “Defendants”). Defendants advised Plaintiff to file for bankruptcy under Chapter 11. After the proceedings went “awry,” Plaintiff brought a legal malpractice suit against the two law firms alleging both common law legal malpractice claims and breach contracts claims against each defendant. Defendants moved to dismiss both claims asserted against them.
The trial court granted Defendants’ motions to dismiss the legal-malpractice claims, ruling they were barred by the four-year statute of limitations under O.C.G.A. § 9-3-25, which provides actions for breach of oral or implied contracts must be filed within four years of accrual. The court initially denied their motions to dismiss the breach of contract claims; however, on summary judgment, the trial court concluded that the breach of contract claim against Geer was also governed by and barred under the same statute of limitations and dismissed the claim.[1]
On appeal, the Court of Appeals affirmed in part and reversed in part. It upheld the trial court’s dismissal of the legal malpractice claims against Defendants. Regarding the breach of contract claims, the Court of Appeals affirmed the grant of summary judgment to Geer and reversed the trial court’s denial of CPMT’s motion to dismiss. The court applied the same reasoning to both claims, concluding that the breach of contract claims were based on the same conduct as the legal-malpractice claims, making the breach of contract claims duplicative of the tort claims. Therefore, the Court of Appeals held that the breach of contract claim against Geer was properly dismissed and the breach of contract claim against CPMT should have been similarly dismissed.
Issues & Holdings
The Court addressed two issues:
- Most of its analysis focused on determining the applicable statute of limitations for breach of contract claims for professional services and, specifically, legal services.
- The second issue, which was less complex, involved whether breach of contract claims could be dismissed on the theory that they were “duplicative” of time-barred legal malpractice claims.
Regarding the first issue, the Court held that the applicable statute of limitations must be determined using the Newell framework and remanded the case with guidance on its application.
As for the second issue, the Court held that the Court of Appeals erred in dismissing the breach of contract claims as “duplicative” of the legal malpractice claims.
Reasoning
1. Applicable Statute of Limitations
The court determined that the Newell framework applied for breach of professional contracts claims generally, including legal malpractice claims. Under the Newell framework, if an alleged breach is based on a written contract, the six-year statute of limitations under O.C.G.A. § 9-3-24 applies. The Court further specified that this applies even if the breach involves implied duties or promises within the written contract, such as the implied promise to perform professional services, which would typically be embedded in a written contract for legal services.
Conversely, if the claim does not stem from a written contract—such as when no enforceable written instrument is created in undertaking the representation—the four-year statute of limitations under O.C.G.A. § 9-3-25 applies. The Court also recognized instances where a written agreement may exist, but the claim asserted may not be remotely related to the services contemplated in the contract. In that case, the Court recognized the four-year statute of limitations may apply; however, the applicable statute of limitations would depend on a fact intensive inquiry looking to specific facts of the claim in relation to what is contemplated in the written agreement.
2. Dismissal of “Duplicative” Claims
The Court started its analysis of the “duplicative” issue by subtly criticizing the Court of Appeals for its ambiguous opinion that was susceptible to two alternate interpretations. However, the Court emphasized that both reasonable interpretations were erroneous regardless of what interpretation the Court of Appeals meant to convey and reiterated the appropriate standard.
That is, when considering a motion to dismiss, courts must view the allegations in the light most favorable to the plaintiff and determine whether the plaintiff has stated a claim upon which relief can be granted.
Further, the Court emphasized that it is well established that plaintiffs are permitted to pursue different causes of action with distinct legal elements, even when those claims are based on the same underlying conduct, damages, and duties. When alternate theories are alleged with different applicable limitation periods, the statute of limitations for each claim must be analyzed separately. Specifically, even where one claim is time-barred, other claims arising from the same transaction or occurrences may still proceed if governed by a different limitations period.
Conclusion
When bringing claims for breach of contract in the context of legal services, it is essential to carefully evaluate the nature of the agreement and the relationship of the breach to the written contract. Attorneys must assess whether the claim stems directly from the written instrument, or if it arises from a more remote or implied duty, as this distinction determines whether a six-year or four-year statute of limitations applies. A thorough understanding of these nuances will help ensure timely filing, and when in doubt, it is prudent to err on the side of caution and strive to file within four years to avoid the dismissal of valid claims.
Citation: Titshaw v. Greer, 320 Ga. 128 (2024).
[1]The opinion does not explain why the trial court dismissed the breach of contract claim against Geer while allowing the claim against CPMT to remain pending. This distinction is likely due to differences in the alleged accrual date of the claims and the timing of their respective filings.
About the Author
Darl Champion is an award-winning personal injury lawyer serving the greater Metro Atlanta area. He is passionate about ensuring his clients are fully compensated when they are harmed by someone’s negligence. Learn more about Darl here.