GODWIN v. MIZPAH FARMS, LLLP Et Al.
330 Ga. App. 31
Ga. Ct. App.2014Background
- Walter P. Godwin farmed family land and in 2000 executed documents forming Mizpah Farms LLLP, transferring ten parcels to the partnership and assigning his partnership units effective December 31, 2000 to his son Bobby and Walter’s grandchildren.
- Walter signed the LLLP Agreement as sole general partner and as a limited partner; Bobby and the grandchildren were limited partners; Walter later continued farm involvement and signed farm and tax documents through 2009.
- Walter claims he was tricked/unduly influenced into signing and seeks rescission of the transfers, recovery of partnership proceeds, relief for breaches of fiduciary duty (including misuse of a 2002 power of attorney at the FSA), and dissolution of the partnership.
- Appellees moved for summary judgment arguing statutes of limitation bar Walter’s claims and that Walter lacked standing to seek dissolution because he divested his partnership interests in 2000.
- The trial court granted summary judgment in full; the Court of Appeals reviewed de novo and concluded some claims were time-barred while others survived summary judgment for further proceedings, and material fact issues remained as to whether Walter remained a partner in 2010.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Are fraud/undue influence/ mistake/cancellation claims to recover land time-barred? | Godwin: he was tricked and didn’t discover transfers until later. | Defendants: transfers were discoverable by Dec. 31, 2000; limitations expired. | Held: Claims accrued by Dec. 31, 2000; time-barred (summary judgment affirmed as to Counts I–IV). |
| Are breach of fiduciary / breach of contract / freeze-out claims time-barred and/or tolled by confidential/ fiduciary relationship? | Godwin: his relationship with Bobby tolled limitations until 2010. | Defendants: Godwin discovered or could have discovered breaches earlier; no evidence of fraudulent concealment to toll. | Held: Claims accruing on or before Dec. 17, 2004 are barred; claims accruing after that date survive (partial reversal). |
| Is the FSA power-of-attorney fiduciary breach (peanut/tobacco quotas) time-barred? | Godwin: Bobby misappropriated payments under POA extending back to 1995–2010. | Defendants: Godwin had access to FSA records and cannot show fraudulent concealment; claim separate from dissolution petition. | Held: Claims accruing on or before Mar. 30, 2008 are time-barred; later accruals survive (summary judgment reversed as to post-2008 accruals). |
| Can Walter seek dissolution under OCGA §14-9-802—was he a partner on Dec. 17, 2010? | Godwin: he never validly withdrew; may have retained general partner units and acted as general partner. | Defendants: Assignment effective Dec. 31, 2000 cancelled his certificate and made Bobby successor general partner. | Held: Material factual disputes exist about whether Walter remained a partner in 2010; summary judgment on dissolution was improper. |
Key Cases Cited
- Whitfield v. Tequila Mexican Restaurant, No. 1, Inc., 323 Ga. App. 801 (de novo review of summary judgment standard)
- Cowart v. Widener, 287 Ga. 622 (appellate review of trial court summary judgment findings)
- Kirkendall v. Decker, 271 Ga. 189 (appellate record obligations for review)
- Hunter, Maclean, Exley & Dunn, P.C. v. Frame, 269 Ga. 844 (effect of confidential relationship on duty to disclose and tolling)
- Hoffman v. Ins. Co. of N. A., 241 Ga. 328 (accrual: cause of action measured when plaintiff could first maintain successful action)
- Jensen v. Engler, 317 Ga. App. 879 (relation-back of amended pleading requires fair notice of same general fact situation)
- Hamburger v. PFM Capital Mgmt., Inc., 286 Ga. App. 382 (contract breach limitation period and discovery rule)
- Smith v. SunTrust Bank, 325 Ga. App. 531 (each wrongful income distribution can create a new accrual for fiduciary breach)
- Hendry v. Wells, 286 Ga. App. 774 (fraud required to toll statute; application of limitation periods to fiduciary breach claims)