Davidson v. Willis
Davidson v. Willis
Opinion of the Court
This case involves a series of transactions reeking, on both sides, of malfeasance, misfeasance, non-feasance, and reprehensible acts
In late 1979, despite the fact that Willis had not repaid the $15,000 to the Pension Trust, Davidson and Willis entered into a joint venture between the Davidson Co. (apparently a family-owned corporation entirely separate from Davidson, Inc., whose Employee Pension Trust was plaintiff below and appellant here) and Unicorn, Ltd., for importing from Korea certain manufactured goods. As inducement for Davidson to participate in the joint venture, Willis allegedly showed him copies of “firm orders” for the goods placed by Georgia businesses; it was revealed later, however, that one of the “orders” had never been placed at all by the company whose name and address appeared on the invoice, and that the goods shown on the other invoice had been rejected by the other named firm for allegedly poor quality. Davidson had posted with the lender bank collateral consisting of certain certificates of deposit belonging to the Pension Trust; when the purported business transaction did not go through, the bank foreclosed on the certificates of deposit. Examination of the joint venture agreement reveals that Davidson signed in his capacity as President of the Davidson Company, that the agreement made no mention at all of the Pension Trust, and that the agreement contained a provision expressly forbidding either party to assign its “interests and rights.”
Davidson then devised a scheme whereby he falsely represented to Willis that a foreign buyer was interested in buying the unsold imported items, and thereby induced Willis to sign, in October 1983, a bill of sale as joint venturer. Davidson then revealed that it was Willis himself to whom the goods and accounts receivable were to be sold, in exchange for a consideration consisting of a promissory note for
In February 1985 Davidson, in his capacity as Trustee of the Employee Pension Trust, filed an action in two counts
On appeal Davidson enumerates as error the granting of a directed verdict, contending that there was sufficient evidence adduced to authorize a verdict for plaintiff on each count. Held:
Our scrutiny of the voluminous record in the instant case persuades us that the judgment below should be affirmed. On Count I, the course of both parties’ actions leading up to the signing of the promissory note and related documents, and subsequent thereto as well, reads like something out of a comic strip. Although appellant is correct in contending that no consideration is required for an antecedent obligation, the trial court’s ruling that no antecedent obligation was involved is borne out by the terms of the documents prepared by Davidson and signed (clearly under actual duress, if not of sufficient magnitude to constitute legal duress) by Willis. See OCGA § 11-3-408; Deep S. Svcs. v. Wade, 248 Ga. 80 (281 SE2d 561) (1981). The “consideration” (unsaleable parts and uncollectible accounts) which Willis was forced, under threat of prosecution, to accept in return for signing the promissory note and related documents, could hardly, by any
As to Count II, examination of the joint venture agreement reveals (as noted, supra) that appellant Davidson signed as President of Davidson Co., Inc. — not as Trustee of the Pension Trust; there was no mention at all of the latter entity in the document. See OCGA § 11-3-403; Yeomans v. Coleman, Meadows &c. Co., 167 Ga. App. 646 (307 SE2d 121) (1983). As to Davidson’s purportedly tardy recognition of the spuriousness of Willis’ representations, we cannot avoid the conclusion, after reviewing the chain of events and the papers pertaining thereto, that any ordinary prudent man — and a fortiori one occupying the fiduciary position of Trustee — was guilty at the very least of lack of due diligence, in entering agreements committing funds — others’ funds, at that — without verifying the authenticity of the “orders” and the reputations of the manufacturers/suppliers. If Davidson truly did not discover the allegedly fraudulent discrepancies between representation and fact until as late as he asserts he did, then he certainly should have done so, given the series of events that occurred. He adduced no competent, credible evidence that would support his contentions. Although there were conflicts in the evidence presented by the parties, none was of such scope or materiality as to preclude the direction of a verdict for defendant. OCGA § 9-11-50 (a). While we would not go so far as to say that justice triumphed in the action below, we can say that at least one of the parties received no more than his just deserts.
Judgment affirmed.
He also filed a third count for slander and libel pertaining to the filing of the police complaint. He subsequently dismissed that count without prejudice.
Case-law data current through December 31, 2025. Source: CourtListener bulk data.