The issue in this case is whether the trial court properly construed the contract between Daniel and Douglas County to be an installment sale, as to which the equitable remedy of specific performance would lie. The instrument is called a lease. It covered property owned by Daniel which Douglas County desired for a public park. Daniel contends it is a lease with an option to purchase. He contends the option was not exercised by the county within a reasonable time. Douglas County contends it is a sale in installments and the full purchase price was paid. Paragraphs 2, 3 and 4 of the contract provide as follows:
This lease shall be for five (5) years commencing this date [December 12, 1980] and shall be construed as a lease with an option to purchase.
The lease price each year shall be as follows:
December 15, 1980. . . .$15,225.00
December 15, 1981. . . .$11,928.00
December 15, 1982. . . .$11,275.00
December 15, 1983. . . .$10,623.00
December 15, 1984. . . .$ 9,971.00 4.
Upon the final payment of $9,971.00 being made to the Lessor on December 15, 1984, the Lessee shall have the option to purchase the property for $10.00 with all of the lease payments paid to date to be considered as payment in full for the purchase of the property. Upon payment by the Lessee to the Lessor of the above-described $10.00, the Lessor shall execute a Warranty Deed to the Lessee with said property being free and clear of all encumbrances and liens.
1. Recognizing that the cardinal rule of construction is to ascertain the intention of the parties, the trial court employed the statutory rules for the interpretation of contracts. It decided, and we believe correctly, that the provisions cited above rendered the contract ambiguous -- that is, application of the rules of construction resulted in uncertainty as to which of two meanings represented the true intention of the parties. 1
The trial court then permitted explanation of the ambiguity as provided by OCGA 13-2-2
With the benefit of the undisputed evidence presented by the parties, the trial court resolved the ambiguity by construing the contract as an installment sale. 3
We agree with that construction.
2. Because the purchase price was paid in full, the trial court's grant of specific performance was proper. To deny relief to the county because of its failure to timely pay $10 to Daniel would amount to a forfeiture against public policy. 4
Edwards & McLeod, Robert B. Edwards, Hartley, Rowe & Fowler, Joseph H. Fowler, for appellee.