Anthony v. American General Financial Services, Inc.

HUNSTEIN, Chief Justice,

concurring in part and dissenting in part.

I concur in Divisions 3 and 4 of the majority opinion. However, because I would hold that a corporation employing notaries public to facilitate its lending practices may be subject directly to OCGA § 45-17-11 pursuant to a private civil cause of action, I must respectfully dissent to Divisions 1 and 2.

*462The nature of a notarial act6 is such that it must be performed by an individual, and Chapter 17 of Title 45 is written accordingly. See, e.g., OCGA § 45-17-2 (qualifications of notaries). However, the Legislature clearly intended to protect consumers of notarial services by, inter alia, establishing and requiring notification of a maximum fee that can be charged for a given act. See OCGA § 45-17-11. Here, the $350 notary fee was set out in a loan agreement drafted by American General; the notary public was not responsible for the content of the contract. OCGA § 45-17-8 (f) (notary’s signature does not evidence knowledge of document’s contents). Moreover, the fee was paid to American General; the notary public did not receive any of the funds. Under these circumstances, it would defeat the clear intent of the Legislature in enacting OCGA § 45-17-11 not to hold American General directly accountable under the statute for a violation thereof. See Echols v. Thomas, 265 Ga. 474, 475 (458 SE2d 100) (1995) (“[although appellate courts generally do not construe statutory language that is plain and unequivocal, judicial construction is required when words construed literally would defeat the legislature’s purpose”). Where, as here, the alleged statutory violation results solely from the actions of the corporation itself, there is no issue of vicarious liability.

As the majority notes in Division 1 (b), the Model Notary Act of 2010 provides for respondeat superior liability as follows:

An employer of a notary is liable to any person for all damages proximately caused that person by the notary’s negligence, intentional violation of law, or official misconduct in performing a notarization during the course of employment, if the employer directed, expected, encouraged, approved, or tolerated the notary’s negligence, violation of law, or official misconduct either in the particular transaction or, impliedly, by the employer’s previous action in at least one similar transaction involving any notary employed by the employer.

See http://www.nationalnotary.org/userimages/2010_Model_Notary_ Act.pdf, Section 13-1 (c). Maj. Op. at 452, n. 2. Thus, as explained in the comments to Section 13-1, “the Act only imposes liability on the employer where the employer’s own actions caused, facilitated, or permitted the improper behavior.” If an employer would be vicari*463ously liable for its employee notary’s misconduct under such circumstances, the imposition of direct liability for a statutory violation is certainly appropriate where, as here, it is the employer itself that engages in the misconduct rather than the notary employee.

Decided June 28, 2010. Daughtery, Crawford, Fuller & Brown, Jason L. Crawford, James C. Fuller, Dustin T. Brown, Trammell, Camp & Lewis, Robert T. Trammell, Jr., for appellants. Hunton & Williams, Lawrence J. Bracken II, Bryan A. Powell, Charlotte M. Wheeler, for appellees. David A. Webster, Charles R. Bliss, John R. Bartholomew IV, Anna-Elisa Mackowiak, amici curiae.

A private civil cause of action should arise where the violation of OCGA § 45-17-11 is attributable to a corporation rather than an individual, as the statutorily-prescribed remedies of criminal prosecution7 or administrative rebuke8 are insufficient to promote corporate compliance therewith. Absent imposition of civil liability for a corporation’s violation of the statute, the legislative intent to protect consumers of notarial services that underlies OCGA § 45-17-11 would be substantially impaired.

Accordingly, I would answer certified questions 1 (A) and 2 in the affirmative.

“ ‘Notarial act’ means any act that a notary public is authorized by law to perform and includes, without limitation, attestation, the taking of an acknowledgment, the administration of an oath or affirmation, the taking of a verification upon an oath or affirmation, and the certification of a copy.” OCGA § 45-17-1 (2).

Under the current version of OCGA § 45-17-20 (a), a first or second conviction for performing a notarial service in violation of the statute is a misdemeanor and any subsequent conviction is a felony. A corporation may only be prosecuted for a crime under certain circumstances. See OCGA § 16-2-22 (a) (2).

The appointing superior court clerk may revoke the commission or deny the reappointment of a notary public who violates any provision of the notary statute. OCGA § 45-17-15 (a) (1).