Gwinnett Community Bank v. Arlington Capital, LLC

BRANCH, Judge,

dissenting.

I respectfully dissent to Division 1 (a) and (c) of the majority opinion because (1) GCB has raised an issue of fact regarding whether Richard Tucker made wilful misrepresentations of material fact or concealed material facts so as to deceive and mislead GCB regarding his assets and (2) the trial court erred by concluding that GCB could not show damages for fraud.

1. GCB’s claim of fraud (Count VI of its complaint) arose out of GCB’s allegation that leading up to the 2007 and 2008 renewals of the Arlington Note, Tucker, on behalf of Arlington and himself, failed to disclose asset transfers valued at approximately $6 million, which reduced Arlington and Tucker’s ability to meet their financial obligations, and that GCB would not have agreed to the 2007 and 2008 renewals had it known the truth.

More specifically, and construed in GCB’s favor as we must for the purposes of summary judgment, the facts relevant to GCB’s claims of fraud and breach of fiduciary duty are that Arlington, in each annual promissory note signed by Tucker on behalf of Arlington, warranted that “the financial statements and information I provide to you are or will be accurate, correct and complete”; that in July or August of each year, at the inception of the loan and for each renewal, Tucker provided GCB with personal financial statements dated January of that same year; that GCB relied on these financial statements to renew the loan each year; that Tucker’s January 2009 financial statement reflected that Tucker had disposed of one parcel of property prior to the August 2007 renewal of the Arlington Note and disposed of two other parcels of real property prior to the August 2008 renewal (with the three parcels valued at $6 million in total); that neither Arlington nor Tucker informed GCB, and GCB was not aware, of the disposal of the property prior to the relevant renewals; that one of the parcels was, in fact, transferred on April 20, 2007 but not reflected on the January 2008 financial statement; that two of the *722parcels were transferred on June 27,2008, but GCB was not informed of these transfers prior to the August 2008 renewal of the Arlington Note; that Tucker did not deliver the January 2008 financial statement to GCB until August 20, 2008, after all three parcels had been transferred, yet Tucker represented that the January 2008 statement reflected his financial condition as of August 2008; that the three parcels were transferred to Tucker family members or Tucker-controlled entities for inadequate consideration, thereby depleting Tucker’s net worth to a material degree; that GCB would not have renewed the Arlington Note in 2007 or 2008 had it known that Tucker had so disposed of the property; and that GCB was damaged as a result because if it had not renewed the Arlington Note in 2007 or 2008, it would have recovered more than it did from the disposition of the Shiloh Woods collateral in 2012.

The above factual allegations, construed in favor of GCB, create an issue of fact as to whether Tucker made wilful misrepresentations of material fact or concealed material facts so as to deceive and mislead GCB. See OCGA § 51-6-2 (a) (“Willful misrepresentation of a material fact, made to induce another to act, upon which such person acts to his injury, will give him a right of action. Mere concealment of a material fact, unless done in such a manner as to deceive and mislead, will not support an action.”).

The two failures in GCB’s facts found by the majority are belied by the record. First, John Martin, GCB’s president, provided in his affidavit a sufficient link for purposes of summary judgment to match the property transferred on April 20, 2007, which was allegedly falsely listed on Tucker’s January 2008 financial statement, with an entry on that same financial statement: Martin averred that the property was listed on that statement with a value of $650,000, and only one property is listed with that value; and Martin swore that the deed attached to his affidavit, dated April 20, 2007, represented the property listed as worth $650,000. GCB’s complaint also refers to the same deed, which is attached and incorporated into the complaint. The fact that GCB’s complaint refers to the same deed as the “River Club Property” and the financial statement refers to it as “St. Andrews Sq.” is a red herring. Martin’s affidavit links the same deed referred to in the complaint with the $650,000 entry on the financial statement based on his “personal knowledge” of the properties listed by Tucker on his financial statements. Thus, Martin’s affidavit is not based on guesses or speculation. It is the majority that discounts the fact that Martin made an affidavit based on his personal knowledge with the transaction at hand that puts a material fact at issue.

The majority’s second line of attack also discounts Martin’s affidavit. The majority concludes that GCB could not have relied on *723the January 2008 financial statements because the 2008 annual renewal of the Arlington Note and Deed occurred in August of that year. But Martin specifically averred that Tucker represented that his financial statements dated January 2008 reflected his financial condition as of August of that year:

Mr. Tucker did not deliver [the financial statements] dated January of 2008 to [GCB] until August 20, 2008, and represented it was his current statement of financial condition at that time for purposes of renewing the loan on August 20, 2008.

It simply does not matter that Martin did not refer to this representation in the cover sheet for the faxed financial statement. Martin did not state that the representation occurred in that document. His affidavit simply states that Tucker represented a specific fact. A statement that someone made a representation is a far cry from a “bare conclusion” (as the majority claims). The majority apparently finds Martin’s statement incredible or that he could not possibly have personal knowledge of any such fact. “A movant for summary judgment has not met his burden where a material issue can be eliminated only by making credibility judgments.” Stevenson v. City of Doraville, 294 Ga. 220, 223-224 (2) (751 SE2d 845) (2013). A witness’s uncontradicted testimony cannot simply be disbelieved in order to ehminate the evidence it provides. Id.

On summary judgment, the movant is required to show that there was no genuine issue of material fact. See Johnson v. Omondi, 294 Ga. 74, 78 (751 SE2d 288) (2013). Tucker has not met this burden. I would reverse the grant of summary judgment on GCB’s claim of fraud. And, because GCB’s claim of fraud survives, its claims for punitive damages and attorney fees should also survive because they arise out of the same allegation of fraud. Stephen A. Wheat Trust v. Sparks, 325 Ga. App. 673, 681 (7) (754 SE2d 640) (2014); Daimler-Chrysler Motors Co. v. Clemente, 294 Ga. App. 38, 52 (5) (668 SE2d 737) (2008). See also OCGA § 13-6-11 (expenses of litigation allowed “where the plaintiff has specially pleaded and has made prayer therefor and where the defendant has acted in bad faith”).

2. The trial court also erred by concluding that GCB could not show damages for fraud.

In the summary judgment order now on appeal, the trial court found that GCB’s claim of fraud was barred by the court’s earlier grant of summary judgment on Counts I and II. Specifically, the trial court found as a matter of law that GCB could not prove it suffered any damage as a result of any breach of fiduciary duty or fraud in *724connection with the 2007 and 2008 renewals because (1) the trial court’s earlier order represented a full satisfaction of all debts owed by Arlington or Tucker to GCB under the Arlington Note and Tucker guaranty; (2) the value recovered through the exchange of the Shiloh Woods Note equaled the debt owed to GCB and, therefore, “it is axiomatic that all sums GCB could have recovered from Arlington... and Tucker have been satisfied in full”; (3) GCB could show no damages related to its breach of fiduciary duty or fraud claims for the above reasons; (4) GCB’s fraud claim also fails because there is no evidence in the record of a misrepresentation of fact; and (5) GCB’s claims for punitive damages and attorney fees are dependent on the claims of breach of fiduciary duty and fraud, and therefore GCB could not recover on those claims either.

As the majority has held, the trial court’s first summary judgment order is law of the case, andit established that OCGA §§ 11-9-608 (b) and 11-9-615 (e) apply to the parties’ dispute and that GCB was precluded from seeking a deficiency judgment. Nevertheless, the “law of the case” rule “applies only to actual decisions, not to issues raised but never ruled upon.” Shadix v. Carroll County, 274 Ga. 560, 563 (1) (554 SE2d 465) (2001) (punctuationandfootnoteomitted). See also State v. Lejeune, 277 Ga. 749, 756 (3) (B) (594 SE2d 637) (2004) (law of the case doctrine applies only when the same issue has been actually litigated and decided). Here, because no aspect of GCB’s fraud claim was litigated in the prior motion for summary judgment, GCB is not barred by the law of the case from pursuing Counts V through VIII of its complaint.12

Furthermore, GCB was free to pursue inconsistent remedies. The terms of the 2008 renewal of the Arlington Note specifically provide that GCB, upon default, may pursue any of its remedies under the contract or under state or federal law and that “[b]y selecting any one or more of these remedies [GCB does] not give up [its] right to later use any other remedy.” See also OCGA § 9-11-8 (e) (2) (“A party may also state as many separate claims or defenses as he has, regardless of consistency and whether based on legal or on equitable grounds or on both.”); Utica Mut. Ins. Co. v. Kelly & Cohen, Inc., 233 Ga. App. 555, 556 (504 SE2d 510) (1998) (“alternative pleading is expressly authorized by OCGA § 9-11-8 (e) (2), regardless of any inconsistencies that may exist between the two causes of action”) (citation omitted). Nor is GCB barred by the UCC from *725raising a claim of fraud. See OCGA § 11-1-103 (unless displaced by a particular provision of the UCC, the principles of law and equity, including fraud, shall supplement the law of the UCC).

With regard to damages, although a party may pursue inconsistent remedies — for example, in contract and tort — he or she “is not permitted a double recovery of the same damages for the same wrong. He is entitled to only one satisfaction of the same damages, in either contract or tort.” Flanigan v. Executive Office Centers, 249 Ga. App. 14, 16 (1) (546 SE2d 559) (2001) (citations omitted); Marvin Nix Dev. Co. v. United Community Bank, 302 Ga. App. 566, 568 (692 SE2d 23) (2010) (same). See also Ingles Markets v. Kempler, 317 Ga. App. 190, 194 (2) (730 SE2d 444) (2012) (“the plaintiff is entitled to only one recovery and satisfaction of damages, because such recovery and satisfaction is deemed to make the plaintiff whole”) (punctuation and footnote omitted). It has not been established in this case that GCB has been made whole on its claim of fraud. Although GCB lost the opportunity to pursue its contract claim to verdict, it has alleged an independent claim of fraud. And “[g]eneral damages awarded on a fraud claim may cover a broader range of damages than those awarded on contract claims.” Cavin v. Brown, 246 Ga. App. 40, 43 (2) (a) (538 SE2d 802) (2000) (footnote omitted); OCGA § 51-12-2 (a) (“General damages are those which the law presumes to flow from any tortious act; they may be recovered without proof of any amount.”).

Moreover, where a party successfully pursues inconsistent remedies, he or she “is only required to make an election prior to judgment if inconsistent verdicts are rendered.” St. Paul Fire & Marine Ins. Co. v. Clark, 255 Ga. App. 14, 17 (1) (566 SE2d 2) (2002) (citations omitted). See also OCGA § 9-2-4 (“A plaintiff may pursue any number of consistent or inconsistent remedies against the same person or different persons until he shall obtain a satisfaction from some of them.”); Marvin Nix Dev. Co., 302 Ga. App. at 568. It follows that the fact that GCB lost its claim on the Arlington Note and Tucker guaranties as a result of failing to provide the notice required by the UCC does not constitute an election of remedies. Cf. Fussell v. Carl E. Jones Dev. Co., 207 Ga. App. 521, 522 (1) (428 SE2d 426) (1993) (court erred by concluding that grant of summary judgment on breach of warranty claim precluded appellant from pursuing alternative theory of fraud at trial). Nor does the record establish that the amount GCB received by way of the disposition of the Shiloh Woods Note and Deed13 was equal to or greater than the amount of compensatory *726damages sought by GCB in its fraud claim against Tucker. Finally, if GCB is successful on its fraud claim, any damages would be offset by the value it received in the sale/exchange of the Shiloh Woods Note and Deed.

Decided March 28, 2014. Stites & Harbison, J. D. Humphries III, R. Daniel Douglass, Ron C. Bingham II, for appellant. Mahaffey Pickens Tucker, Steven A. Pickens, Gerald Davidson, Jr., Andrew D. Standi, for appellees.

For these reasons, I respectfully dissent. I am hereby authorized to state that Presiding Judge Andrews and Presiding Judge Barnes join in this dissent.

The doctrines of collateral estoppel and res judicata are inapplicable “because both require a previous action between the same parties, and the trial court’s orders came in the same action now on appeal.” State v. Mizell, 288 Ga. 474, 478 (3) (705 SE2d 154) (2010), citing Slakman v. State, 280 Ga. 837, 841 (2) (c) (632 SE2d 378) (2006).

There is an issue of fact regarding the value, just prior to its sale/exchange, of the Shiloh Woods Note and Deed.