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I. A. Group, Ltd. v. RMNANDCO, Inc.

Court of Appeals of Georgia, Fourth Division

June 19, 2018

I. A. GROUP, LTD, et al.
v.
RMNANDCO, INC.

          DILLARD, C. J., DOYLE, P. J., and MERCIER, J.

          DILLARD, CHIEF JUDGE.

         I. A. Group Limited Company and Stephan Fitch (collectively, "the appellants") appeal the trial court's denial of their motion for summary judgment in RMNANDCO, Inc.'s action against them, in which it asserted various business-related tort claims, as well as the trial court's reinstatement of a damages award to RMNANDCO, which had been reversed by this Court in a prior appeal. Specifically, the appellants argue that the trial court erred in denying their motion for summary judgment because RMNANDCO lacked standing to bring direct claims against them and the trial court was unauthorized to reinstate the judgment. For the reasons set forth infra, we affirm in part, reverse in part, and remand the case with direction.

         When this case was previously before us in I. A. Group Co. v. RMNANDCO, Inc.[1] ("I. A. Group I"), we reversed a jury verdict in favor of RMNANDCO because the trial court erroneously instructed the jury on joint and several liability, rather than on apportionment.[2] In the case giving rise to I. A. Group I, RMNANDCO sued I. A. Group, Fitch, CX5 Capital Corporation, and Christopher Collins[3] (collectively, "the defendants"), asserting several claims, including breach of fiduciary duty, fraud, and violations of the Georgia Racketeer Influenced and Corrupt Organizations Act ("RICO").[4] Due to discovery abuses by the defendants, the trial court struck their answers, counterclaims, and third-party complaints, and entered a default judgment as to liability on all counts.[5] As a result of the default judgment, the only issue remaining for trial was a determination of unliquidated damages.[6] Following a jury trial solely on damages, the jury awarded $2, 500, 000 in compensatory damages, jointly and severally against the defendants, as well as attorney fees.[7] And finding specific intent to harm, the jury also awarded $10, 000, 000 in punitive damages against Fitch.[8] Thereafter, each defendant retained new counsel and filed separate motions for new trial, all of which were denied.[9]

         I. A. Group and Fitch appealed, raising several arguments, including that the damages award must be reversed because the trial court improperly instructed the jury that damages should be awarded jointly and severally among the four defendants, rather than based on apportionment of fault.[10] In I. A. Group I, this Court agreed that the jury instruction was erroneous, holding that I. A. Group, Fitch, and the other defendants were entitled to a new trial.[11] And given our reversal of the final judgment and remand for a new trial, we did not address most of I. A. Group's remaining enumerations of error.[12] On remand, the appellants filed a motion for summary judgment, arguing that RMNANDCO's claims must be dismissed as a matter of law because the well-pleaded facts in its complaint and amended complaint establish that this lawsuit should have been brought as a derivative action, rather than a direct action. But before the trial court ruled on that motion, RMNANDCO filed a motion to reinstate the original damages award and hold a new trial solely for the jury to apportion those damages among the defendants. This motion was based on a decision issued by the Supreme Court of Georgia after our decision in I. A. Group I, but before the new trial ordered by this Court was held by the trial court.

         Specifically, following I. A. Group I, the Supreme Court of Georgia decided Martin v. Six Flags Over Georgia II, L.P., [13] in which it addressed the appropriate means for correcting a trial court's apportionment error when there are no other outstanding issues.[14] Ultimately, our Supreme Court concluded that the apportionment error in Martin required a new trial only on apportionment, rather than a new trial on liability and damages.[15] So, relying on Martin, RMNANDCO argued to the trial court that, despite our reversal of the jury's verdict and grant of a new trial on damages, it should reinstate the judgment and hold a new trial solely for the jury to apportion the compensatory damages among the defendants. And following a hearing, the trial court issued an order, denying I. A. Group's motion for summary judgment, granting RMNANDCO's motion to reinstate the prior judgment, and scheduling the case for retrial solely on the issue of apportionment. Thereafter, the trial court granted the appellants' request for a certificate of immediate review. We then granted the appellants' petition for an interlocutory appeal, and this appeal follows.

         1. The appellants first argue that the trial court erred in denying their motion for summary judgment because RMNANDCO's complaint and amended complaint establish that it was required to bring a derivative, rather than a direct, action against them, and thus, the default judgment did not result in their admission of liability. We disagree.

         When, as here, a question of law is at issue we "owe no deference to the trial court's ruling and apply a de novo standard of review."[16] Further, while the appellants couch their argument in terms of the sufficiency of the allegations in the complaint and amended complaint, whether a shareholder plaintiff is authorized to bring a direct action is, of course, a matter of standing.[17] And as we have explained, a derivative suit is brought "on behalf of [a] corporation for harm done to it and any damages recovered are paid to the corporation."[18] Thus, to have standing to sue individually, rather than derivatively on behalf of the corporation, the plaintiff must "allege more than an injury resulting from a wrong to the corporation."[19] In this respect, the Supreme Court of Georgia has held that "[t]he failure to assert a plaintiff's alleged lack of standing prior to the entry of judgment results in the waiver of such defense."[20] In one case, our Supreme Court explained the reasons for allowing the waiver of a standing objection as follows:

The timely assertion of a standing defense is necessary to prevent precisely what happened here. Discovery, a pretrial conference and order, and a fairly lengthy trial consumed judicial as well as private resources unnecessarily, if plaintiff had no capacity to pursue this claim. It is primarily a threshold question and generally collateral to the real issues. The object of lawsuits is to resolve merits of disputes, not to engage in a meaningless frustration of them.[21]

         Additionally, the purpose of requiring that affirmative defenses be pleaded is to "prevent surprise and to give the opposing party fair notice of what he must meet as a defense."[22] Thus, if it is not pleaded, it is "generally held that the [standing] defense is waived."[23]

         Here, when the default judgment as to liability was entered, all of the responsive pleadings in which the appellants could have raised a standing defense were stricken as a sanction for discovery violations. And regardless, none of those pleadings specifically asserted, as I. A. Group does now, that RMNANDCO was required to bring its claims in a derivative-shareholder's action. Indeed, while Fitch's amended answer—which again, was also stricken—asserted generally that RMNANDCO lacked standing to sue, he did not provide any specific basis for that claim. Furthermore, after the trial court entered the default judgment, the appellants filed motions to vacate the judgment, but neither I. A. Group nor Fitch argued that the judgment should be vacated due to RMNANDCO's lack of standing. Instead, they both argued that the judgment should be vacated because they had made diligent efforts to comply with discovery requests. But ultimately, the default judgment was not vacated, and this Court denied I. A. Group's application for an interlocutory appeal from that judgment. Given these particular circumstances, the appellants waived their standing defense by failing to raise it prior to the entry of the default judgment.[24]

         In their reply brief, the appellants appear to concede that the first time they raised their standing argument was on appeal to this Court in I. A. Group I following the default judgment and the jury verdict on damages. But they contend that their liability has not been established because a default judgment "operates only as a defendant's admission of the truth of a complaint's well-pleaded allegations." But as previously explained, whether a plaintiff can maintain a direct, rather than derivative, lawsuit against a defendant is a matter of standing, not a matter of whether a complaint is sufficient to state a valid claim. And the appellants have never argued that the complaint failed to adequately plead the elements of any particular claim, including when they moved to vacate the default judgment or when they appealed the judgment in I. A. Group I. Regardless of how the appellants characterize their claim of error, in substance, they challenge RMNANDCO's standing to sue, and as explained supra, standing defenses are waived if they are not asserted prior to the judgment.[25]

         Nevertheless, the appellants further argue they should be permitted to challenge RMNANDCO's standing at this late stage in the litigation because I. A. Group I reversed the default judgment and specifically instructed the trial court to consider whether RMNANDCO could maintain a direct action against them. They are mistaken. Indeed, there is nothing in I. A. Group I to suggest that this Court reversed the default judgment on liability or that the new trial would exceed the scope of the original trial, which was limited to the issue of damages. In I. A. Group I, this Court did not even address the validity of the default judgment or the propriety of the sanctions that gave rise to the judgment.[26] The sole basis for our reversal of the damages award was an erroneous jury instruction on the allocation of damages, which had no bearing on the default judgment or the trial court's imposition of sanctions.[27]

         Although the judgment line of I. A. Group I merely said "reversed, " the substance of the opinion made clear that only the damages award was being reversed.[28] Indeed, in ruling on the apportionment error in I. A. Group I, this Court rejected the appellants' argument that a jury could not apportion fault because "no trier of fact determined the defendants' respective fault in the entry of the default judgment."[29] In doing so, we explained that

[w]hile it is correct that a default concludes the defendant's liability and estops him from offering any defenses which would defeat the right of recovery, and that any argument that goes to liability for the damages and not the amount of damages awarded is not permitted, assessment of fault for purposes of apportioning damages between the defendants in the instant context does not violate that rule.[30]

         Thus, because we held that apportionment of fault was still permitted, even though liability had been established in a default judgment, rather than by a trier of fact, we necessarily affirmed the trial court's imposition of sanctions and the resulting default judgment.

         The appellants rely heavily on a footnote in I. A. Group I, in which this Court acknowledged the appellants' standing argument and noted that the trial court could address it upon remand if it was raised in the new-trial proceedings, [31] but we did not address the merits of the claim or whether it had been waived.[32] We simply declined to address the issue. If this Court had reviewed the appellants' standing argument, we would have reviewed the record, followed our well-established precedent, and deemed the standing defense waived because it was neither raised nor ruled upon in the trial court prior to I. A. Group I.[33] And because the appellants' motion for summary judgment was summarily denied, it is unclear whether the trial court rejected the motion on the merits or denied it because the appellants' standing defense had been waived. But we conduct a de novo review of the law and the evidence when considering a trial court's grant or denial of a motion for summary judgment, and "affirm the court's grant of the motion if it is right for any reason."[34] Thus, regardless of the trial court's reasoning for denying the appellants' motion for summary judgment, it did not err in doing so for the reasons discussed in this opinion.

         2. The appellants next argue that the trial court erred by reinstating the damages award, even though it had been reversed by this Court, and finding that, based on the Supreme Court of Georgia's decision in Martin, [35] only a new trial on apportionment was required. We agree.

         Specifically, the appellants raise several arguments, including that regardless of whether Martin applies to the facts of this case, the trial court and this Court are bound by our reversal of the judgment because I. A. Group I is "law of the case." In relevant part, the Supreme Court of Georgia has explained that

[u]nder the 'law of the case' rule, any ruling by the Supreme Court or the Court of Appeals in a case shall be binding in all subsequent proceedings in that case in the lower court and in the Supreme Court or the Court of Appeals, as the case may be. Georgia's appellate courts are required to adhere to the law of the case rule in all matters which they consider.[36]

         And even when the law subsequently changes, "appellate rulings remain binding as between parties to a case, so long as the evidentiary posture of the case remains unchanged, despite all contentions that prior rulings in the matter are erroneous."[37]Put another way, even "[i]f the decision of an appellate court thereafter becomes 'incorrect' because the law changes—either because of subsequent case law or because of later-enacted statutes—it may not be binding precedent for other situations[, ] [but], . . . between the parties to the original decision it remains the law of the case."[38]

         As previously explained, Martin was decided following I. A. Group I, but before the trial court conducted the new trial ordered by us in this case. And Martin, similarly to I. A. Group I, held that there was an apportionment error at trial and remanded the case for further proceedings.[39] In Martin, the Supreme Court affirmed the jury's verdict as to liability and damages and remanded the case for a retrial solely for the apportionment of those damages.[40] But in I. A. Group I, without the benefit of Martin, this Court affirmed the default judgment as to liability, reversed the damages award, and remanded the case for a new trial on damages with instructions that the trial court properly charge the jury on apportionment.[41] Nevertheless, upon remand, the trial court reinstated the damages award based on its finding that, in light of Martin, it need only impanel a jury to apportion the damages that had already been awarded to RMNANDCO.[42]

         In this appeal, the parties disagree as to whether Martin is sufficiently distinguishable from the facts and circumstances of this case such that reinstatement of the verdict was unauthorized. But we need not decide that issue. Indeed, even if the facts and circumstances of this case were exactly like those in Martin (which they are not) and the holding in Martin renders our decision to grant a new trial in I. A. Group I incorrect, we are still bound by our prior decision in this case between these parties to grant a new trial on damages because it is law of the case.[43]

         The only circumstance in which we are not bound by any previous ruling in the same case is when the evidentiary posture changes in the trial court.[44] Here, although RMNANDCO argues at length that we should not follow I. A. Group I and affirm the trial court's reinstatement of the judgment, it also argues that, upon remand, I. A. Group I is law of the case to the extent that this Court, in its view, held that the damages may only be apportioned to "the original four defendants."[45] In support, RMNANDCO agrees that the procedural posture of the case has not changed since I. A. Group I. But if I. A. Group I is binding on the trial court in any ancillary respect because it is law of the case, we fail to see how its ultimate holding to reverse the judgment and grant a new trial is not. In any event, both parties agree that the procedural posture of this case has not changed because, upon remand, no pleadings were amended and no additional evidence ...


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