The court determined that "[t]he two provisions must be construed and considered together: `In the construction of a contract the cardinal rule is to ascertain the intention of the parties, and to this end the whole contract must be considered.'" Id. 178 Ga. App. at 498, 343 S.E.2d at 515 (quoting Hull v. Lewis, 180 Ga. 721, 180 S.E. 599 (1935)). The Court found that the indemnification and insurance provisions, taken together, clearly evidenced the parties' intent to have any liability covered by insurance, thereby removing the contract from section 13-8-2(b).
O.C.G.A. § 13-2-2(2) (1982 Supp. 2002). Finally, the goal when construing a contract is to ascertain the intent of the parties. See Hull v. Lewis, 180 Ga. 721, 180 S.E. 599, 601 (1935). In doing so, the Court must consider the contract as a whole.
As the Georgia Supreme Court has explained with respect to contract interpretation, the cardinal rule is to "ascertain the intention of the parties, and to this end the whole contract must be considered." Denise v. Paxson, 413 S.E.2d 433, 434 (Ga. 1992) (quoting Hull v. Lewis, 180 S.E. 599, 601 (Ga. 1935)). And when we look at the whole contract, we must presume that all provisions are "inserted with a purpose and are to be given some meaning."
Pursuant to binding Georgia precedent, the Court must construe the indemnification provision together with the insurance provisions "`to ascertain the intention of the parties, and to this end the whole contract must be considered.'" McAbee Construction, 178 Ga.App. at 498, 343 S.E.2d at 515 (quoting Hull v. Lewis, 180 Ga. 721, 180 S.E. 599 (1935)). By including the mandatory insurance provision of section 26.4, the parties intended to shift the risk of loss to defendant's insurance company, regardless of which party was at fault for any prospective injury. The term "contractual liability" utilized in section 26.4 solidifies this intent.
Sims' Crane Service, Inc. v. Reliance Insurance Co., 514 F. Supp. 1033, 1036 (S.D.Ga. 1981). Under Georgia law, the Court construing the contract must ascertain the intent of the parties, Hull v. Lewis, 180 Ga. 721, 180 S.E. 599 (1935), and give the contract a fair and reasonable construction. Hall v. Simkins Industries, Inc., 584 F. Supp. 955 (N.D.Ga. 1983).
Sims' Crane Service, Inc. v. Reliance Insurance Co., 514 F. Supp. 1033, 1036 (S.D.Ga. 1981); King v. Gilbert, 445 F. Supp. 479, 483 (N.D.Ga. 1977), aff'd, 569 F.2d 398 (5th Cir. 1978). In construing the contract, under Georgia law, the court must ascertain the intent of the parties, Hull v. Lewis, 180 Ga. 721, 180 S.E. 599 (1935), and in so doing, must give said contract a fair and reasonable construction. Furthermore, in making a reasonable interpretation of the contract, "the construction which will uphold a contract in whole and in every part is preferred, and the entire contract should be looked to in arriving at the construction of any part."
Finally, the goal when construing a contract is to ascertain the intent of the parties. See Hull v. Lewis, 180 Ga. 721, 180 S.E. 599, 601 (1935). In doing so, the Court must consider the contract as a whole.
Irvin v. Laxmi, Inc., 266 Ga. 204, 205 ( 467 S.E.2d 510) (1996); Northen v. Tobin, 262 Ga. App. 339, 342 ( 585 S.E.2d 681) (2003). OCGA § 13-2-3; McVay v. Anderson, 221 Ga. 381, 385 ( 144 S.E.2d 741) (1965); Hull v. Lewis, 180 Ga. 721, 724 ( 180 SE 599) (1935). See Paul v. Paul, 235 Ga. 382, 384 ( 219 S.E.2d 736) (1975) ("that construction will be favored which gives meaning and effect to all of the terms of the contract over that which nullifies and renders meaningless a part of the language therein contained").
"In the construction of a contract the important thing is to ascertain the intention of the parties, and to this end the whole contract must be considered." Hull v. Lewis, 180 Ga. 721, 724 ( 180 S.E. 599) (1935). See also OCGA § 13-2-2 (4). Looking beyond the few words on which appellees rely, it is abundantly clear that the paragraph which contains that language is intended to require the grantor of the deed to secure debt to protect the interest of the grantee.
The construction of a contract should be governed by the intent of the parties as expressed in the entire contract. Hull v. Lewis, 180 Ga. 721 ( 180 S.E. 599) (1935). The intent of the present contract is placed in express terms in the lease "to enable lessor to demolish its building."