Cox v. Garvin

CARLEY, Justice,

dissenting.

OCGA§ 10-5-13 (a) (1) (A) (iv) authorizes Secretary of State Cox, acting in her capacity as the Commissioner of Securities (Commissioner), to

[i]ssue an order against an applicant, registered person, or other person who willfully violates [the Georgia Securities Act of 1973 (Act)], imposing a civil penalty up to a maximum of $50,000.00 for a single violation or up to $500,000.00 for multiple violations in a single proceeding or a series of related proceedings. . . . (Emphasis supplied.)

The issue presented for resolution is the meaning of the statutory phrase “willfully violates.” The Court of Appeals held that it means that “there must be a knowing and intentional violation of the Act.” Garvin v. Secretary of State, 266 Ga. App. 66, 71 (2) (596 SE2d 166) (2004). Today, a majority of this Court reverses, concluding that “willfully violates” “requires only that a party knowingly and intentionally commit the acts that constitute the violation, not that the person knowingly intend to violate the Act.” Majority opinion, p. 905. Because I believe that the Court of Appeals correctly defined “willfully violates,” I must respectfully dissent.

“Willful” means “[voluntary and intentional, but not necessarily malicious....” Black’s Law Dictionary (7th ed.), p. 1593. Derivations of that term appear only twice in OCGA § 10-5-13 (a) (1), which statute deals with the authority of the Commissioner to impose administrative sanctions. As noted, subparagraph (A) (iv) of the statute refers to the Commissioner’s power to sanction one who “willfully violates” a provision of the securities Act. Subparagraph (C), on the other hand, specifies that

[flor the purpose of determining the amount or extent of a sanction, if any, to be imposed under subparagraph (A) of this paragraph, the [C]ommissioner shall consider, among other factors, the ... willfulness of the conduct constituting a violation of this chapter. . . . (Emphasis supplied.)

Thus, only subparagraph (C) expressly focuses on the willfulness of a party’s conduct comprising the securities violation. In contrast, sub-paragraph (A) (iv) references the willfulness of the violation itself.

“Willful conduct” and a “willful violation” are not synonymous. “Willful conduct” is a neutral term which denotes acts that are *908voluntary and intentional. Thus, the concept of “willful conduct” does not incorporate a specific requirement that, in addition to committing a voluntary and intentional act, the perpetrator knew or should have known that he or she was violating a statute. On the other hand, “willful violation” is a more culpable term. It “constitutes something more than a violation of [a statute]. [Cit.]” Lee v. Nat. Bank & Trust Co., 153 Ga. App. 656, 657 (266 SE2d 315) (1980). “Willful violation” requires a showing that the actor “ ‘either knew or showed reckless disregard for the matter of whether [his or her] conduct was prohibited by the statute.’ [Cit.]” Lockaby v. Top Source Oil Analysis, 998 FSupp. 1469, 1471 (II) (N.D. Ga. 1998) (construing the Fair Labor Standards Act). “Where different language is used in different parts of a statute, it is presumed that the language is used with a different intent. [Cits.]” 73 AmJur2d, Statutes, § 131, p. 341. Therefore, “willfully violates,” as used in subparagraph (A) (iv), means something different than “willfulness of the conduct,” as used in subparagraph (C).

However, the majority holds that “willful violation” has the same meaning as “willful conduct.” Under its construction of subparagraph (A) (iv), the Commissioner is authorized to impose a civil penalty based upon a mere showing of the willfulness of the actor’s underlying conduct, even though the General Assembly unambiguously provided that the exercise of that authority is dependent upon a showing of a willful violation of the Act. I submit that such a construction is contrary to the “fundamental rule of statutory interpretation that, within an act, the same words have the same meanings and different words have different meanings. [Cits.]” Furnes v. Reeves, 362 F3d 702, 713 (III) (C) (11th Cir. 2004). As the Court of Appeals correctly noted, only subparagraph (A) (iv) specifies that the Commissioner’s administrative authority applies in instances involving a “willful violation” of the Act.

By contrast, nothing in § 10-5-13 (a) (1) limited the cease and desist order issued by the Commissioner against Garvin to wilful violations of the Act. Accordingly, the Commissioner was entitled to issue the cease and desist order whether or not Garvin knowingly intended to violate the Act.

Garvin v. Secretary of State, supra at 71 (2). The establishment of an entirely different “willful violation” standard for the assessment of civil penalties under subparagraph (A) (iv) must signify the legislative intent to differentiate the Commissioner’s authority to impose those penalties from her power to assess the other administrative sanctions enumerated in subsection (a) (1). Had the General Assembly intended to authorize the Commissioner to impose the civil *909penalties specified in subparagraph (A) (iv) based upon the mere willfulness of the conduct, without regard to any knowledge or reckless disregard of a statutory prohibition, then it presumably would not have predicated the exercise of that authority on the willfulness of the violation. However, “[b]y using the terminology contained in the Act the legislature obviously intended that there be some showing that the violation be ‘wilful’ other than the mere fact of the violation itself.” Martin v. Glenn’s Furniture Co., 126 Ga. App. 692, 699 (2) (c) (191 SE2d 567) (1972). Thus, the result of today’s decision is to rewrite subparagraph (A) (iv), even though “ ‘[w]hen a statute is plain and susceptible of but one natural and reasonable construction, the court has no authority to place a different construction upon it but must construe it according to its terms.’ [Cit.]” Ward v. City of Cairo, 276 Ga. 391, 394 (2) (c) (583 SE2d 821) (2003). As the Court of Appeals held, subparagraph (A) (iv), when correctly construed, authorizes the Commissioner to assess civil penalties against only those who acted with knowledge of or in reckless disregard for the provisions of the securities Act. See Martin v. Glenn’s Furniture Co., supra; Furnes v. Reeves, supra; Lockaby v. Top Source Oil Analysis, supra. Once the threshold determination of the willfulness of the violation has been made, the Commissioner is then authorized under subparagraph (C) to consider the willfulness of the conduct itself as a factor in determining the exact amount of the penalty.

This construction of “willfully violates” in subparagraph (A) (iv) is consistent with OCGA § 10-5-24 (a), which provides that one who “shall willfully violate” a provision of the securities Act is guilty of a felony and subject to a fine of up to $500,000. As the majority recognizes, Greenhill v. State, 199 Ga. App. 218, 220 (3) (404 SE2d 577) (1991) did hold that, in a prosecution for violating OCGA § 10-5-24 (a), the trial court correctly charged the jury “that wilful means knowingly and intentionally committing the acts that constituted the violation....” However, the meaning of “willful,” standing alone, is not dispositive here. The question to be resolved in this case is the standard to be applied in determining whether someone “willfully violates” the securities Act. With regard to the meaning of that specific phrase, Greenhill, supra at 220 (3), appears to have relied upon “[ejvidence at trial of previous investment plans attempted by appellant show [ing] his awareness of registration requirements. . . .” Such evidence would be irrelevant unless “willfully violates” meant a knowing and intentional violation of the securities Act. Accordingly, I believe that the Court of Appeals correctly cited Greenhill in defining the phrase “willfully violates.”

Since different words in the same act must be given different meanings, only those who “willfully’ violate the securities Act are *910subject to the Commissioner’s imposition of the civil penalties authorized by subparagraph (A) (iv) of OCGA§ 10-5-13 (a) (1). Because the same words in the same act should be given the same meaning, it also follows that only those who are most culpable by virtue of acting with knowledge of or in reckless disregard for the provisions of the Act are subject to a civil penalty assessed by the Commissioner under sub-paragraph (A) (iv) and to criminal prosecution by the State under OCGA § 10-5-24. The judgment of the Court of Appeals should be affirmed.

Decided January 10, 2005 Reconsideration denied February 7, 2005. Thurbert E. Baker, Attorney General, Daniel M. Forrnby, Deputy Attorney General, John B. Ballard, Jr., Senior Assistant Attorney General, William W. Banks, Jr., Oscar B. Fears III, Assistant Attorneys General, Robin A. Golivesky, for appellant. Browning & Smith, George T. Smith, for appellees.