DeKalb Cty. Sch. Dist. v. DeKalb Agric. Tech. & Env't, Inc.

894 S.E.2d 646

DEKALB COUNTY SCHOOL DISTRICT et al.

v.DEKALB AGRICULTURE TECHNOLOGY AND ENVIRONMENT, INC. et al.

A23A0787

Court of Appeals of Georgia.

November 2, 2023

Andrea Lynn Jolliffe, Pearson Kern Cunningham, Russell A. Britt, Atlanta, Melanie V. Slaton, Columbus, for Appellant.

Robert Livingston Fortson, Peter Norbert Farley, Atlanta, Heidi E. Siegmund, Richmond, for Appellee.

Pipkin, Judge.

Various charter schools operating in De-Kalb County (collectively "Appellees"¹) sued the DeKalb County School District ("the DCSD" or "the District") and its board members (collectively "Appellants"²) alleging that Appellants have breached the charter schools’ respective contracts in various ways and underfunded the schools. The trial court granted partial summary judgment to Appellees as to liability, and Appellants seek review of that decision. As we discuss below, this action is not barred by sovereign immunity; further, we see no reversible error with respect to the grant of summary judgment in favor of Appellees. Accordingly, we affirm the judgment of the trial court.

1. Appellees are seven charter schools authorized by both the DeKalb County Board of Education and Georgia Board of Education. In August 2020, Appellees filed suit for breach of contract against Appellants, arguing that Appellants had violated the express terms of their respective charter agreements, as well certain provisions of the Charter Schools Act of 1998 ("the Act" or "the Charter Schools Act"), see OCGA § 20-2-2060 et seq., that, according to Appellees, are incorporated into the charter agreement as a matter of law. Specifically, and as relevant here. Appellees’ fourth amended complaint asserts as follows: Count I alleges that Appellants improperly reduced funding for certain schools below the contractually required amount; Count II alleges that Appellants failed to include Appellees in allocations of federal funding as required by OCGA § 20-2-2068.1 (c); Count IV alleges that Appellants improperly withheld an administrative fee from funding allocations under OCGA § 20-2-2068.1 (c.2); Count V alleges that Appellants failed to properly calculate and allocate austerity restoration in accordance with OCGA § 20-2-2068.1 (b) and (c); and, Count VI alleges that Appellants failed to hold certain charter schools harmless from negative midterm funding adjustments consistent with OCGA § 20-2-162 (a).³ The parties subsequently filed competing motions for summary judgment; Appellees sought summary judgment as to liability on each claim -- and to have the issue of damages reserved for the jury -- while Appellants asserted that all claims were barred by sovereign immunity and, alternatively, that Appellees had failed to demonstrate a genuine issue of material fact as to each claim.

Relying on our decision in Cobb County School Dist. V. Learning Center Foundation of Central Cobb, Inc., 348 Ga. App. 66, 68-69, 821 S.E.2d 127 (2018) (physical precedent only), the trial court concluded, as a preliminary matter, that Appellees’ action sounded in contract and, thus, was not barred by sovereign immunity. As to the merits of Appellees’ claims, the trial court concluded that there was no evidentiary dispute that Appellants had breached the charter agreements by failing to fund certain charter schools at or above their intended funding floors; by failing to allocate federal funds to the charter schools; by improperly retaining fees for administrative services; by withholding austerity restoration funds to which Appellees were entitled; and by failing to hold the charter schools harmless for negative midyear adjustments. Appellants now challenge these rulings on appeal.⁴

[1, 2] Before addressing the parties’ arguments, we first turn to our well-known standard of review applicable in this appeal; "Summary judgment is warranted when any material fact is undisputed, as shown by the pleadings and record evidence, and this fact entitles the moving party to judgment as a matter of law." Strength v. Lovett, 311 Ga. App. 35, 39 (2), 714 S.E.2d 723 (2011). On appeal from the grant of summary judgment, we apply a de novo standard of review. See Latson v. Boaz, 278 Ga. 113, 113, 598 S.E.2d 485 (2004).

[3–7] Additionally, this appeal requires us to review and interpret a number of statutory provisions. As we do this, we keep in mind that "we must afford the statutory text its ‘plain and ordinary meaning,’ we must view the statutory text in the context in which it appears, and we must read the statutory text in its most natural and reasonable way, as an ordinary speaker of the English language would." (Citations omitted.) Deal V. Coleman, 294 Ga. 170, 172-173 (1) (a), 751 S.E.2d 337 (2013). "[F]or context, we may look to other provisions of the same statute, [and] the structure and history of the whole statute[.]" (Citation and punctuation omitted.) Thornton v. State, 310 Ga. 460, 462 (2), 851 S.E.2d 564 (2020). Where the statutory text is "dear and unambiguous," we attribute to the statute its plain meaning, and our search for statutory meaning generally ends. See Deal v. Coleman, 294 Ga. at 173 (1) (a), 751 S.E.2d 337. With these principles in mind, we turn to Appellants’ enumerations of error.

2. In two enumerations of error, Appellants claim that Learning Center was wrongly decided and that they are entitled to sovereign immunity. We disagree.

[8–10] Generally speaking, "sovereign immunity extends to the state and all of its departments and agencies," Ga. Const. of 1983 Art. 1, Sec. II, Par, IX (e), which includes both the District and its board members. See, e.g., Cook v. Smith, 349 Ga. App. 16, 17-18 (3), 825 S.E.2d 439 (2019). Sovereign immunity bars tort actions against Appellants, see, e.g., Parr v. Cook County School Dist., 359 Ga. App. 823, 824-825 (1), 860 S.E.2d 114 (2021), but the defense of sovereign immunity has been "waived as to any action ex contractu for the breach of any written contract." See Ga. Const. Art. I, Sec. II, Para. IX (c); OCGA § 50-21-1 (a). The question presented here is whether Appellees’ claims that arise from the alleged violation of the Charter Schools Act sound in tort or in contract. We agree with the trial court that such claims sound in contract and, thus, are not barred by sovereign immunity.

Under the Charter Schools Act, a "charter" is defined as

a performance based contract between a local board and a charter petitioner, the terms of which are approved by the local board and by the state board in the case of a local charter school; between the state board and a charter petitioner, the terms of which are approved by the state board in the ease of a state chartered special school; or between a local board and the state board, the terms of which are approved by the state board in the case of a charter system. By entering into a charter, a charter petitioner and local board shall be deemed to have agreed to be bound to all the provisions of [the Charter Schools Act of 1998] as if such terms were set forth in the charter.

(Emphasis supplied.) OCGA § 20-2-2062 (1).

[11–13] The plain language of this provision establishes that a "charter" is, in fact, a "contract," and, further, that the parties, by entering into a contract, "agree to be bound to all provisions of [the Charter Schools Act of 1998] as if such terms were set forth in the charter." Id. As Judge Gobeil correctly explained in Learning Center,

[t]he plain language of the [Charter Schools] Act does more than recite that the parties to a charter are bound by the Act. It essentially creates the basic terms of a charter agreement by stating that the parties to a charter "agree to be bound" "as if" the provisions of the Act were replicated word-for-word in the charter agreement. The provisions of the Act are part of the core of any charter agreement and part of the consideration exchanged between the parties.

348 Ga. App. at 69, 821 S.E.2d 127 (physical precedent only).⁵ The language does not, as Appellants contend,⁶ merely reflect that any charter agreement will be "governed by the Act," but, instead, by its express language, OCGA § 20-2-2062 (1) incorporates the provisions of the Charter Schools Act of 1988 into the charter agreements themselves. Accordingly, Appellees claims -- which arise out of Appellees’ alleged failure to abide by both the charter agreement and various provisions of the Act -- sound in contract and, thus, are not barred by sovereign immunity.⁷

[14] 3. In a three-sentence paragraph under the heading "Enumeration of Error #2," Appellants generally assert that the phrase "no less favorably" -- which is used in numerous provisions of the Charter Schools Act and the respective memorialized charter agreements, see, e.g., OCGA § 20-2-2068.1 (a), (c), (d) (7), and (f) -- is "too vague" to create an enforceable contract. However, our ability to review any alleged error in this regard is hampered by Appellants’ deficient brief. This enumeration is supported by three citations to general propositions of contract law and by a single sentence of "argument," which states as follows: "Where, as here, Appellees rely on the vague, undefined, and indefinite language, ‘no less favorably,’ there can be no meeting of the minds as to any agreement on that term." Notably, Appellants have failed to identify any specific context in which the phrase is too indeterminate.

[15, 16] It is well settled that "[i]t is not this court’s role to speculate about the legal basis for an appellant’s argument, and mere conclusory statements are not the type of meaningful argument contemplated by our rules." Lundy v. Hancock County, 368 Ga. App. 772, 781 (9) (a), 890 S.E.2d 92 (2023).

Indeed, as we have previously explained, vague assertions of error are not entitled to appellate review because "it is not this Court’s job to cull the record on behalf of Appellant to find alleged errors, as appellate judges are not like pigs, hunting for truffles buried in briefs." (Citations and punctuation omitted...