STATE OF GEORGIA v. DOVETEL COMMUNICATION, LLC

Several broadband internet companies had contracts with the Georgia Department of Transportation letting them run cables and equipment along public roads in exchange for paying permit fees. After the Department changed its rules and raised those fees, it told the companies to sign new contracts or follow the new rules starting November 2023. The companies refused and instead sued in superior court, asking a judge to declare that their old contracts were still valid and could not be ended by the Department without their agreement. The State argued the lawsuit was barred by sovereign immunity, a legal doctrine that normally shields the government from being sued. A trial court disagreed, ruled for the companies, and blocked the Department from enforcing the new rules. The Supreme Court of Georgia agreed the lawsuit could go forward under a constitutional provision that allows suits seeking declaratory relief from unlawful government acts, but it disagreed on the merits: because the contracts never set a fixed end date or duration, they were contracts that either side could end at any time with notice, so the trial court's ruling in the companies' favor was wrong.

Sovereign immunity does not bar the providers' lawsuit because they sought declaratory relief from state action allegedly violating the state and federal Constitutions, but the right-of-way contracts, which set no fixed duration and left their end entirely up to the parties reaching a new agreement, were of indefinite duration and therefore terminable at will by either side with notice.

The decision lets broadband providers and other Georgia contractors sue the state directly when they believe an agency's actions violate their rights, but it also warns businesses that contracts without a clear end date can be canceled by state agencies at will, affecting how future right-of-way and service agreements are written.

Affirmed in part, vacated in part, and remanded

1. The court applied a constitutional provision, Article I, Section II, Paragraph V of the Georgia Constitution, which waives the state's sovereign immunity (its normal legal shield from lawsuits) for suits seeking a court declaration that a state agency acted outside its lawful authority or violated state or federal law.
2. Because the providers asked the court to declare their contracts enforceable and to find that the Department's insistence on new contract terms violated constitutional protections against impairing contracts, their suit fit within that waiver, even though they did not ask for a specific ruling labeling the Department's conduct unlawful.
3. Turning to the contracts themselves, the court applied a longstanding Georgia rule that a contract calling for ongoing performance, but lacking a fixed time period, end date, or any objective event marking its end, is a contract of indefinite duration that either party may cancel at will after giving notice.
4. The court found the contracts here set no fixed period or end date and instead said they would last until the parties signed a new agreement, an event entirely within one party's discretion, meaning there was no objective way to know if or when the contracts would end.
5. Because the contracts were indefinite in duration under this rule, the trial court was wrong to treat them as permanently binding and not terminable, even though the contracts were still valid and enforceable in other respects.

• sovereign immunity
• right-of-way contracts
• broadband providers
• Georgia Department of Transportation
• contract duration