What makes a contract in Georgia
O.C.G.A. 13-3-1 lists four essentials:
- parties able to contract
- a consideration moving to the contract
- the assent of the parties to the terms
- a subject matter upon which the contract can operate
Note what is absent. Earnest money and recording are not elements. Writing, signatures, notarization and delivery are execution formalities, and attorney review and a binding agreement date are transaction steps.
Statute of frauds, and the Georgia lease exception
O.C.G.A. 13-5-30 requires contracts for the sale of land to be written, so an oral contract to sell a vacant lot is unenforceable.
Georgia rule: O.C.G.A. 44-7-2(a) allows a landlord and tenant contract for any time not exceeding one year to be made by parol, so a ten-month lease is enforceable orally. A two-year lease is not. An exclusive listing is separate: an exclusive brokerage engagement must be written and carry a definite expiration date, so a six-month exclusive listing cannot be oral.
The Binding Agreement Date is a delivery date
GAR F201 defines the Binding Agreement Date as the date the party who has accepted an offer or counteroffer delivers notice of that acceptance to the party who made it, in accordance with the Notices section.
A seller signs a counteroffer Tuesday, mails it Wednesday, and notice reaches the buyer Thursday: the Binding Agreement Date is Thursday. Signature is not formation, and Tuesday is the most common wrong answer. Mailing is dispatch, not delivery, and the party giving notice bears the burden of proving delivery. The date written on the signature page records that delivery date rather than creating an arbitrary one.
Counting days
GAR contracts count calendar days, with the Binding Agreement Date as day zero.
Binding Agreement Date March 6, 10-day due diligence: March 6 + 10 calendar days = Monday, March 16. Counting the Binding Agreement Date as day one gives March 17, the classic off-by-one. Weekends count; March 15 wrongly subtracts them. Banking days under F201 govern only the earnest money deposit and cure clocks, so March 20 is wrong too.