Even complex or expensive contracts may be oral, as long as the evidence establishes the parties' mutual assent to all essential terms of the contract. See, e.g., Bibb Distrib. Co. v. Stewart, 238 Ga. App. 650, 653-654 (1) ( 519 SE2d 455) (1999) (affirming judgment on breach of an oral agreement pertaining to a $6.8 million insurance policy); Royal Mfg. Co. v. Denard Moore Constr. Co., 137 Ga. App. 650, 651 (2) ( 224 SE2d 770) (1976) (holding that a contract for the construction of a commercial building could be oral). See also APAC-Southeast v. Coastal Caisson Corp., 514 F. Supp. 2d 1373, 1381 (2) (N.D. Ga. 2007) (applying Georgia law and denying summary judgment on a breach of an oral contract claim relating to a construction project).
The act of one holding himself out as agent in consummating a [contract] for his principal may be ratified by the principal, even if the agent was unauthorized in the first place to make the [contract], and such ratification may be implied from the acts or silence of the principal.' [Cit.]" Royal Mfg. Co. v. Denard Moore Constr. Co., 137 Ga. App. 650, 652 ( 224 S.E.2d 770) (1976). After a careful review of the evidence, we find that there was at least some evidence to support a finding of SMA's ratification of the opening of the account in its name. Although SMA's president testified that he had objected to the account being in the name of that corporation "[w]hen we first received the first document, . . .
[Cit.]" Royal Mfg. Co. v. Denard Moore Const. Co., 137 Ga. App. 650, 651 (3) ( 224 S.E.2d 770) (1976). Under the evidence a finding that Moore lacked authority to enter into the agreement on behalf of CFW was authorized and a finding that Moore in fact had such authority was not demanded.
Although Dennis Mouzin signed the proposed contracts, there is no evidence that both parties assented to the essential terms. See Royal Mfg. Co., Inc. v. Denard & Moore Const. Co., Inc., 137 Ga.Ct.App. 650, 224 S.E.2d 770 (1976). “The consent of the parties being essential to a contract, until each has assented to all the terms the contract is incomplete .
But Zep has not alleged facts mirroring those of the opinions cited by Carlyon, which, in any event, assess the existence of mutual assent from evidence produced at trial. See, e.g., Royal Mfg. Co. v. Denard Moore Constr. Co., 224 S.E.2d 770, 770-71 (Ga. App. Ct. 1976); TranSouth Fin. Corp. v. Rooks, 604 S.E.2d 562, 564-65 (Ga. App. Ct. 2004). To wit, Zep has not "pled itself out of court."
Furthermore, contrary to the five-part analytical framework Coastal presents, in Georgia even a complicated, expensive construction contract may be oral. See Royal Mfg. Co. v. Denard Moore Constr. Co., 137 Ga.App. 650, 650, 224 S.E.2d 770, 771 (1976) (holding that a contract to build an addition to a textile mill could be oral). Thus, under Georgia law, the evidence does not demand a finding that until the parties' alleged oral agreement was reduced to writing and signed, it could not be enforceable.