Day v. NU-DAY PARTNERSHIP, LLLP
289 Ga. 357
Ga.2011Background
- Lon Day created Nu-Day Partnership, LLLP in 2001 to own/manage property, with LLD Management as GP and Lon plus his three children as limited partners.
- Lon initially held all officer positions at LLD Management, then transferred all his interest to Don and Nancy on December 27–28, 2001, making Don and Nancy the sole owners of the GP of Nu-Day.
- In 2003, Lon transferred Bishop Street property to Nu-Day.
- In 2007, Lon allegedly reallocated the Bishop Street property to himself and then to Norma, despite having no ownership in LLD Management.
- Nu-Day, through Lon’s children, sued Norma in Fulton County Superior Court for quiet title of the Bishop Street property; trial court granted Nu-Day summary judgment on the quiet title claim; Norma appealed; Supreme Court affirmed.
- The court held that Lon’s 2001 transfer of his own interests was not an ultra vires act, that Lon had no ownership in LLD Management to transfer the Bishop Street property in 2007, and that Nu-Day’s quiet title claim was valid.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Ultra vires transfer by Lon valid? | Day (plaintiff) contends Lon’s 2001 transfer was ultra vires. | Nu-Day asserts Lon effected a valid transfer of his own interests. | Not an ultra vires act; transfer valid. |
| Authority to transfer Bishop Street property? | Nu-Day argues Lon had title to transfer property owned by Nu-Day. | Norma contends Lon could transfer the property. | Lon had no ownership in LLD Management; Nu-Day owns Bishop Street; transfer void. |
Key Cases Cited
- Georgia Granite R. Co. v. Miller, 144 Ga. 665, 87 S.E. 897 (1916) (ultra vires concept; acts beyond corporate power clarified)
- Savannah Ice Co. v. Canal-Louisiana Bank & Trust Co., 12 Ga.App. 818, 79 S.E. 45 (1913) (ultra vires limited to corporate acts, not individual transfers of ownership)
- Thompson v. Etowah Iron Co., 91 Ga. 538, 17 S.E. 663 (1893) (deeds by grantor without title ineffective against true owners; invocation of title rule)
- Seymour v. Seymour, 210 Ga. 49, 77 S.E.2d 433 (1953) (overruled on other grounds; relevance to title/ownership principles)