Wallace v. Bock, 279 Ga. 744

Summary

The Supreme Court of Georgia held that a later escrow agreement modified, rather than superseded, the parties' original purchase contract because it was neither inconsistent with nor comprehensive of the original agreement. The court further held that the six-year limitations period for the breach-of-contract claim began when the modified contractual obligation was breached, after the escrow funds were released without completion of the required work. The judgment was reversed in part, while the Court of Appeals' ruling concerning the escrow-agreement claim was left unaffected.

Holdings

1. A subsequent written agreement between the same parties does not supersede and discharge an earlier contract merely because the agreements concern similar subject matter. Contractual merger requires that the later agreement be both inconsistent with the earlier agreement and completely cover the same subject matter.
2. The breach-of-construction-contract claim was timely because the escrow agreement modified the original contract by extending Bock Homes' time to complete the house and receive the balance of the consideration until October 14, 1994, or thereafter when the escrow funds were released without completion.
3. The Court of Appeals' Division 1 ruling concerning the breach-of-escrow-agreement claim was unaffected by the decision.

Questions Presented

1. Whether a subsequent escrow agreement merged into and extinguished the parties' original purchase agreement merely because both agreements concerned completion of construction of the house.
2. Whether the escrow agreement was an inconsistent and complete substituted contract, or instead a modification of the original purchase agreement.
3. Whether the six-year limitation period for the breach-of-construction-contract claim began at the October 3 closing or when Bock Homes allegedly received final payment without completing the required work.

Disposition

reversed