MIKELL, Presiding Judge.
In this action for breach of a guaranty of a lease, landlord Blockbuster Investors LP ("Investors") appeals from the trial court's order dismissing Investors' complaint against Cox Enterprises, Inc. ("Cox"), and denying Investors' motion for judgment on the pleadings. We conclude that the trial court correctly ruled that, under the unambiguous terms of the guaranty at issue, Cox undertook to guarantee only the performance of the lease obligations of the tenant named in the guaranty agreement; and therefore Cox was not liable as guarantor of the lease obligations of a subsequent tenant under the lease. Accordingly, we affirm.
On appeal of a trial court's dismissal of a complaint, our review is de novo.
A trial court's dismissal of a claim for breach of contract is not error where the clear language of the contract attached to the plaintiff's complaint demonstrates that the plaintiff's claim fails as a matter of law.
Properly construed, the complaint alleged that on June 19, 1990, Corporate Real Estate Developers, Inc. ("CRED"), as landlord, entered into a lease (the "Lease") with Cox Home Video, Inc. ("CHV"), as tenant, for certain premises located in Auburn, Alabama. On the same day, Cox executed a guaranty (the "Guaranty") with CRED, pursuant to which Cox guaranteed the performance of the tenant (defined in the Guaranty as CHV) under the Lease. Investors attached copies of the Lease and the Guaranty as exhibits to its complaint.
The complaint further alleged that Investors was successor-in-interest to CRED as landlord under the Lease,
Cox filed a motion to dismiss for failure to state a claim under OCGA § 9-11-12(b)(6), on the ground that under the terms of the Guaranty, Cox guaranteed the performance of the Lease only as to CHV, the original tenant; and that its guaranty did not reach subsequent tenants, such as Blockbuster Inc. The trial court granted Cox's motion and denied Investors' motion for judgment on the pleadings. This appeal followed.
1. Investors contends that the trial court erred in applying Georgia law, where the Guaranty recited that it was to be construed "by the laws of the state in which the Property is located"—i.e., Alabama. However, under both Alabama and Georgia law, the rule is that where contractual language is clear and unambiguous, the court is obliged to enforce the contract according to its terms, looking to the contract alone for its meaning.
2. Contrary to Investors' contention, the Guaranty in this case was unambiguous. Under the terms of the Guaranty, Cox "absolutely and unconditionally" guaranteed to CRED and its successors and assigns,
As this language makes clear, the Guaranty defines the term "Tenant" used therein to mean CHV, with no mention of any extension of that term to CHV's successors and assigns. In contrast, the Guaranty specifically provides that it "shall inure to the benefit of the successors, successors-in-title and assigns of Landlord, including any subsequent holder of the Landlord's interest in the Lease." Therefore, under the Guaranty, Cox undertook to guarantee the obligations of CHV, but not of any of CHV's assigns.
In Highwoods Realty,
Investors' efforts to avoid the definition of "Tenant" found in the Guaranty are strained and unpersuasive; and nothing in the remaining language of the Guaranty contradicts the conclusion we reached above. Because Cox's obligations under the Guaranty were unambiguously limited to guaranteeing the performance under the Lease of CHV
Judgment affirmed.
DILLARD and BOGGS, JJ., concur.