## Facts

- A landlord and commercial tenant entered a ten-year lease for property in Forsyth County, Georgia.
- The lease gave the landlord the right to terminate the lease “for any reason whatsoever” on 30 days’ written notice.
- The tenant paid $175,000 for an option to purchase, exercisable by written notice during a defined option period, with notice required at least 90 days before the closing date.
- On January 27, 2017, the tenant gave written notice exercising the option and set a proposed closing date of May 12, 2017.
- That same day, the landlord sent written notice terminating the lease effective February 26, 2017, and later refused to honor the option.
- The landlord filed for a writ of possession; the tenant counterclaimed for breach of contract and specific performance.
- While the case was pending, the tenant paid rent and other amounts into the court registry.
- The trial court granted the tenant specific performance, released registry funds (rent and certain charges) to the landlord, and awarded the tenant attorney’s fees but left the amount blank.

## Issues

1. Whether the tenant effectively exercised the purchase option by timely written notice setting a closing date more than 90 days later.
2. Whether the landlord could terminate the lease after the tenant’s option exercise to defeat the purchase option.
3. Whether tender of the purchase price was required to exercise the option or to obtain specific performance.
4. Whether registry funds released to the landlord should be reduced by any breach-of-contract damages awarded to the tenant.
5. Whether an attorney-fee award is enforceable when the order leaves the fee amount blank.

## Decision

- Affirmed the ruling that the tenant validly exercised the option by timely written notice consistent with the lease terms.
- Affirmed that tender of the purchase price was not required to exercise the option under the contract language, and tender was excused where the landlord indicated it would not perform.
- Affirmed that the landlord’s attempted termination could not defeat an option already exercised; after exercise, the parties’ relationship became vendor-vendee rather than landlord-tenant.
- Affirmed in part the release of registry funds to the landlord as rent/charges, but vacated and remanded for consideration of an offset based on the tenant’s breach-of-contract damages.
- Vacated and remanded the attorney-fee award because the order failed to state a specific amount.

## Legal Principles

- An option to purchase is exercised according to its express terms; when the contract makes written notice the operative act, courts will not add requirements such as tender or closing within the option period absent clear language.
- Once a tenant validly exercises a purchase option, the contractual relationship shifts to vendor-vendee, limiting the landlord’s ability to use lease-termination provisions to defeat the resulting purchase agreement.
- Tender of performance is not required when the contract does not require it for option exercise, and it may be excused when tender would be futile due to the other party’s refusal to perform.
- Orders awarding funds paid into a registry may require consideration of setoff where opposing claims for damages remain to be accounted for.
- An attorney-fee award must state a definite amount to be complete and enforceable.

## Conclusion

The court enforced the option clause as written, holding that the tenant’s timely notice exercised the purchase option and prevented the landlord from terminating the lease to avoid the sale, while remanding to address any offset against rent registry funds and to fix a specific attorney-fee amount.


Siarah Atlanta HWY, LLC v. New Era Ventures, LLC, 348 Ga. App. 250, 828 S.E.2d 4 (Ga. Ct. App. 2019)