FOURTH DIVISION
MCFADDEN, P. J.,
WATKINS and PADGETT, JJ.
NOTICE: Motions for reconsideration must be
physically received in our clerk’s office within ten
days of the date of decision to be deemed timely filed.
https://www.gaappeals.us/rules
September 2, 2026
In the Court of Appeals of Georgia
A26A1095. GEORGIA DEPARTMENT OF CORRECTIONS v.
HAGINS.
MCFADDEN, Presiding Judge.
The Georgia Department of Corrections appeals from the order denying its
motion to dismiss plaintiff Deshonda Hagins’s complaint for lack of subject-matter
jurisdiction because of sovereign immunity and for failure to state a claim. We hold
that although Hagins has met her burden of showing a waiver of sovereign immunity,
she has not stated a claim upon which relief may be granted. So we reverse.
1. Background
After her daughter was killed while working in the kitchen of Smith State
Prison, Hagins filed this complaint against the department, alleging breach of contract.
Hagins alleged that her daughter, Aureon Grace, an employee of Aramark Correctional Services, LLC, was shot and killed by an inmate while she was working
in the prison kitchen. She alleged that Aramark had entered a contract with the
department under which Aramark agreed to provide institutional food services within
Smith State Prison and that Grace was a third-party beneficiary of this contract. She
alleged that the department breached the contract in multiple ways, including by
failing to provide correctional-officer supervision in the kitchen, which enabled the
shooter to enter and kill Grace; by allowing unrestricted inmate access to the kitchen;
by failing to respond to warnings about the presence of a firearm in the prison; and by
permitting correctional officers to traffic contraband in the prison.
The department moved to dismiss the complaint, the trial court denied the
motion, and this appeal followed.
2. The direct appeal is proper
As an initial matter, we hold that, contrary to Hagins’s argument otherwise, the
department was entitled to file this direct appeal under OCGA § 5-6-34(a)(15). That
paragraph provides that appeals may be taken from “[a]ll judgments, orders, or rulings
in civil actions granting or denying or refusing to grant or deny immunity to one or
more parties based upon sovereign ... immunity[.]” The department moved to dismiss
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Hagins’s complaint on the ground that it had not waived sovereign immunity, among
other reasons. The trial court denied the motion in an order that effectively refused
to grant immunity, and the department filed this appeal. The appeal is properly before
us.
3. Sovereign immunity
The department argues that Hagins has not met her burden of showing a waiver
of sovereign immunity. See McBrayer v. Scarbrough, 317 Ga. 387, 392(2)(a) (893 SE2d
660) (2023) (“[T]he burden of demonstrating a waiver of sovereign immunity rests
upon the party asserting it.” (quotation marks omitted)). We disagree.
Ga. Const. Art. I, § II, Para. IX(c) waives “[t]he state’s defense of sovereign
immunity ... as to any action ex contractu for the breach of any written contract ...
entered into by the state or its departments and agencies.” See also OCGA § 50-21-1(a) (“The defense of sovereign immunity is waived as to any action ex contractu for
the breach of any written contract ... entered into by the state, departments and
agencies of the state, and state authorities.”).
The department argues that Hagins cannot avail herself of this waiver because
neither she nor Grace was an intended third-party beneficiary of the contract. Hagins
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counters that “because this case alleges breach of written contractual obligations owed
by” the department, sovereign immunity is waived, and whether Grace was a thirdparty beneficiary of the contract is a separate issue governed by contract law. We
agree.
“[T]he plain language of the constitutional waiver of the [s]tate’s sovereign
immunity in the case of a suit for breach of a written contract entered into by the
[s]tate expressly addresses the ‘action’ itself, not the party bringing the action.” State
Dep’t of Corr. v. Developers Sur. & Indemn. Co., 295 Ga. 741, 745 (763 SE2d 868)
(2014). See also Chattanooga-Hamilton County Hosp. Auth. v. Walker County, 702 Fed.
Appx. 854, 856(II)(B) (11th Cir. 2017) (“By entering into [a contract], Walker County
waived the defense of sovereign immunity for any breach of the [contract] for which
it could be held liable, including for breaches alleged by third parties.”) (citation
modified).
The text of the constitutional waiver of sovereign immunity and its
implementing statute plainly waives sovereign immunity as to a particular cause of
action: breach of a written contract. Ga. Const. Art. I, § II, Para. IX(c); OCGA §
50-21-1. Indeed, the only thing Georgia law requires a party to show in order to
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establish that sovereign immunity has been waived is “that the contract sought to be
enforced is in writing and contains all the terms necessary to constitute a valid
contract.” State of Ga. v. Federal Def. Program, 315 Ga. 319, 327(3) (882 SE2d 257)
(2022). Hagins has met her burden of showing a waiver of sovereign immunity.
4. Third-party beneficiary
The department argues that, assuming sovereign immunity is waived, the trial
court erred by denying its motion to dismiss for failure to state a claim because Grace
was not a third party beneficiary of the contract, so Hagins lacked standing to enforce
it. We agree. Nothing in the contract shows that Aramark and the department
intended Grace to be a third-party beneficiary.
A motion to dismiss for failure to state a claim upon which relief
may be granted should not be sustained unless (1) the allegations of the
complaint disclose with certainty that the claimant would not be entitled
to relief under any state of provable facts asserted in support thereof; and
(2) the movant establishes that the claimant could not possibly introduce
evidence within the framework of the complaint sufficient to warrant a
grant of the relief sought.
Williams v. DeKalb County, 308 Ga. 265, 270(2) (840 SE2d 423) (2020). We review
a ruling on such a motion de novo, “accepting as true all well-pled material allegations
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in the complaint and resolving any doubts in favor of the plaintiff.” Id. (citation
modified). “In assessing whether a claim should be dismissed, a court may consider
exhibits attached to and incorporated into the complaint and answer. ... To the extent
there are inconsistencies between the allegations in the complaint and exhibits
attached to the complaint, the exhibits control.” Love v. Fulton County Bd. of Tax
Assessors, 311 Ga. 682, 683-84 (859 SE2d 33) (2021) (citation modified), disapproved
in part on other grounds by Bray v. Watkins, 317 Ga. 703, 705 (895 SE2d 282) (2023).
It is undisputed that the department and Aramark entered a written contract,
and that Grace was not a party to that contract. However, “[t]he beneficiary of a
contract made between other parties for his benefit may maintain an action against the
promisor on the contract.” OCGA § 9-2-20(b). “In order for a third party to have
standing to enforce a contract under OCGA § 9-2-20(b) it must clearly appear from
the contract that it was intended for his benefit. The mere fact that he would benefit
from performance of the agreement is not alone sufficient.” Walls, Inc. v. Atl. Realty
Co., 186 Ga. App. 389, 391(1) (367 SE2d 278) (1988).
Here, Hagins alleged in her complaint that Grace was an intended beneficiary
of the contract because without the department’s agreement to provide safe working
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conditions for Aramark employees, Aramark could not have carried out its obligations.
Similarly, she argues on appeal that Grace was an intended third-party beneficiary
because her presence at the prison was required to perform the services that were the
subject of the contract between the department and Aramark.
But the contract clearly states the parties’ intent. It provides that “[t]here are
no third-party beneficiaries to the [c]ontract”, and that “[t]he [c]ontract is intended
only to benefit the [s]tate [e]ntity, the [s]tate, and the [c]ontractor.” Hagins dismisses
this provision as “boilerplate.” On the contrary, we hold that the provision is a clear
expression of the parties’ intent. “The intent of the parties to this particular [
]contract was to the effect that no others benefit from it and this intent could scarcely
have been more clearly expressed.” Walls, 186 Ga. App. at 392(2). Cf. Estate of Pitts
v. City of Atlanta, 323 Ga. App. 70, 85-86(4)(c) (746 SE2d 698) (2013) (contractual
provision stating that purpose was to “benefit all participants involved in the project”
expressed the intent to include participant as a beneficiary). “[T]he fact that [Grace
was] an employee of one of the parties to the contract, without more, does not evince
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the requisite intent to make plaintiff a beneficiary to the contract.” Burton v. DeKalb
County, 209 Ga. App. 638, 639 (434 SE2d 82) (1993).
Hagins argues that in certain provisions of the contract, the department
committed “to implement and follow its own mandatory safety and supervision
policies so that civilian food-service workers could safely perform their obligations
inside the prison.” But she does not identify such contractual provisions, and our
review of the contract has shown none. See Love, 311 Ga. at 684 (“To the extent there
are inconsistencies between the allegations in the complaint and exhibits attached to
the complaint, the exhibits control.”).
Hagins alleged in her complaint and argues on appeal that the contract expressly
incorporated the department’s standard operating procedures governing inmate
supervision and safety inside food-service areas, but again, she fails to point to such
a provision in the contract and we have found none. She argues that the contract and
the allegedly incorporated standard operating procedures “regulate inmate movement
in and out of the kitchen, require supervision of inmates near civilian staff, restrict
access to the kitchen area, mandate officer presence, and govern tool and weapon
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control,” all for the benefit of Aramark’s employees, but we see no such provisions
in the contract attached to her complaint.
“It is clear that the contract, when read as a whole, was intended to delineate
the relative duties and responsibilities of the parties” regarding Aramark’s provision
of food services to the prison, and that “any benefit to [Grace] from the ... contract
was merely incidental and did not render [her] a third-party beneficiary to the
contract.” Donnalley v. Sterling, 274 Ga. App. 683, 686(1) (618 SE2d 639) (2005). See
also Gay v. Ga. Dep’t of Corrections, 270 Ga. App. 17, 22-24(2) (606 SE2d 53) (2004)
(inmate on work detail was not a third-party beneficiary of contract between
Department of Corrections and Stone Mountain Memorial Association because
contractual terms requiring the provision of a safe workplace for inmates were not
intended to benefit the inmates, were “better characterized as an acknowledgment of
... general responsibilities than a specific undertaking on behalf of the inmates,” and
any benefit to them was incidental). Cf. Youngblood v. Gwinnett Rockdale Newton
Community Svc. Bd., 273 Ga. 715, 718(4) (545 SE2d 875) (2001) (case remanded to
trial court for consideration of third-party beneficiary claim where at least two written
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agreements between county service board and caregiver identified plaintiff as specific
individual for whom personal support and residential services would be provided).
For these reasons, we hold that the trial court erred by denying the
department’s motion to dismiss the complaint for failure to state a claim. See U. S.
Bank, N.A. v. Phillips, 318 Ga. App. 819, 821-24(1) (734 SE2d 799) (2012) (reversing
denial of motion to dismiss for failure to state a claim plaintiff’s claim for third-party
beneficiary breach of contract).
Judgment reversed. Watkins and Padgett, JJ., concur.
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