Jaycee Atlanta Development, LLC v. Providence Bank
330 Ga. App. 322
| Ga. Ct. App. | 2014Background
- Jaycee Atlanta Development obtained a $15 million line of credit from Premier Bank in 2007; Jaycee’s principals Charles Woodson and James Crawford executed personal guaranties.
- Premier failed in 2010; FDIC was appointed receiver and transferred Premier’s assets (including the Jaycee loan) to Providence Bank.
- Providence sued Jaycee, Woodson, and Crawford in 2011 for breach of the loan agreement, note, and guaranties seeking roughly $5M plus interest and fees; Jaycee counterclaimed for breach of oral promises.
- On cross-motions for summary judgment the trial court granted Providence’s motions and denied defendants’ motions; defendants appealed.
- Defendants raised multiple defenses at summary judgment: Providence is not the real party in interest; loan documents were not properly authenticated or are not the ones signed; guaranties run afoul of the Statute of Frauds; Premier breached anti-assignment clauses by transferring the loan; and the trial court improperly ordered a supersedeas bond.
- The trial court ordered a $1 million security pending appeal; the appellate court affirmed the summary judgment and declined to address the supersedeas-bond rulings for lack of jurisdiction.
Issues
| Issue | Providence's Argument | Defendants' Argument | Held |
|---|---|---|---|
| Real party in interest / standing | Providence purchased Premier’s assets from FDIC and is successor-in-interest to the loan | Providence failed to prove it holds the loan and cannot sue | Providence showed undisputed evidence (asset-transfer docs, FDIC lists, witness testimony); Providence is successor-in-interest; held for Providence |
| Authentication of loan documents | Loan agreement, note, amendments, and guaranties are self-authenticating commercial documents under OCGA §24-9-902(9) and supported by witness IDs | Guaranties are not self-authenticating and lack proper extrinsic proof | Documents are admissible; guaranties are within “documents relating to” commercial paper and thus self-authenticating; held for Providence |
| Whether produced documents are the ones signed at closing | Closing attorney testified he prepared, modified to $15M, observed signatures, shipped originals to Premier, and identified produced documents as originals | Footers differ; defendants’ affidavits say they intended different terms (e.g., $20M) or signature pages were mismatched | Defendants offered only speculation and inconsistent testimony; plaintiffs’ undisputed facts control; held for Providence |
| Statute of Frauds re guaranties | Guaranties identify debt, debtor, promisor, and promisee and are signed | Guaranties fail to identify required elements (or must appear on same page as signature) | Guaranties meet Statute of Frauds requirements; no same-page requirement; held for Providence |
| Anti-assignment / transfer to Providence | Loan agreement expressly allowed lender assignments; FDIC-authorized transfer of failed-bank assets trumped any anti-assignment clause | Anti-assignment/participation clauses prevent assignment or make assignee unenforceable | Assignment was permitted by contract; even if not, federal law authorizing FDIC transfers overrides anti-assignment clauses; held for Providence |
| Supersedeas bond order and post-judgment security | Trial court properly required security pending appeal | Trial court erred in requiring bond / defendants sought new trial on bond amount | Appellate court lacked jurisdiction to review supersedeas order entered after initial appeal; those claims not considered on this appeal |
Key Cases Cited
- Nixon v. Pierce County School Dist., 322 Ga. App. 745 (summary judgment standard)
- HWA Properties v. Community & Southern Bank, 322 Ga. App. 877 (unsupported speculation insufficient to defeat summary judgment)
- Nyankojo v. North Star Capital Acquisition, 298 Ga. App. 6 (authentication requirement for writings)
- United States v. Varner, 13 F.3d 1503 (Eleventh Circuit) (documents relating to promissory notes may be self‑authenticating)
- Dabbs v. Key Equipment Finance, 303 Ga. App. 570 (Statute of Frauds discussion re guaranties)
- Miller v. GGNSC Atlanta, LLC, 323 Ga. App. 114 (courts enforce specific written contract terms)
- Iberiabank v. Beneva 41-1, LLC, 701 F.3d 916 (FDIC successor/enforcement of failed-bank asset transfers)
- D’Oench, Duhme & Co. v. Federal Deposit Ins. Corp., 315 U.S. 447 (doctrine limiting enforcement of undisclosed side agreements against FDIC)