RES-GA YPL, LLC v. ROWLAND Et Al.
340 Ga. App. 713
| Ga. Ct. App. | 2017Background
- YPL (assignee of a note and guaranty) holds a >$2.1M deficiency judgment against J.H. Rowland, III (Judgment Debtor) from foreclosure on collateral. Judgment reduced to a writ of fieri facias; unpaid.
- Following entry of that judgment, various "Corrective Deeds" (filed Sept. 2012) purported to cure earlier undated/unsigned "Defective Deeds" (referencing 2003) that allegedly transferred four tracts (Herndon Tract and Multi‑Tract Property) among Rowland family entities and a limited partnership.
- The Limited Partnership later (Dec. 2012) executed a security deed in favor of MJR Finance, LLC covering the same properties to secure a $350,000 note.
- YPL sued under Georgia’s Uniform Fraudulent Transfers Act (UFTA) to void post‑judgment transfers as fraudulent, sought declaratory relief that its interest in the properties is superior to MJR Finance’s, and sought attorney’s fees. Defendants moved to dismiss.
- Trial court dismissed the complaint; Court of Appeals reviewed de novo and (1) affirmed dismissal as to M. Rowland, Boudreau, and Rowland Companies, Inc.; (2) reversed dismissal as to YPL’s UFTA claim against the Judgment Debtor and its declaratory judgment claim; and (3) reversed dismissal of attorney‑fees claim to the extent tied to surviving claims.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Standing under OCGA §44‑12‑24 / UFTA to sue as assignee | YPL: Transfers occurred after YPL acquired note/guaranty, so YPL has its own fraudulent‑transfer claim and is not barred by §44‑12‑24 | Rowland: §44‑12‑24 and precedent bar assignees from pursuing fraudulent‑transfer claims for pre‑assignment conveyances | Court: Reverse dismissal — YPL may have standing because complaint alleges transfers occurred post‑assignment; factual disputes (authenticity of defective deeds) prevent dismissal on this ground |
| Claims against M. Rowland, Boudreau, Rowland Companies, Inc. | YPL: these parties participated in transfers and should be liable | Rowland: These parties did not receive transfers from the debtor and are not "debtors" under UFTA | Court: Affirm dismissal as to these defendants — they neither received transfers from the debtor nor are debtors under UFTA |
| Statute of limitations for UFTA claim | YPL: discovery rule applies for actual fraud; filed within applicable discovery period | Rowland: Defective deeds dated 2003 or corrective deeds recorded Sept. 2012 trigger limitations; claim is time‑barred | Court: Reverse dismissal — statute‑of‑limitations/diligence questions are factual and not resolved on motion to dismiss |
| Declaratory judgment re: priority vs. MJR Finance | YPL: has an adverse, protectable interest and may seek declaration of priority pending resolution of fraud allegations | Rowland: YPL’s interest is contingent; lacks standing for declaratory relief | Court: Reverse dismissal — YPL alleged a protectable, adverse legal interest; factual disputes do not defeat standing at pleading stage |
Key Cases Cited
- Dove v. Ty Cobb Healthcare Systems, Inc., 316 Ga. App. 7 (de novo review and motion to dismiss standard)
- RES‑GA Hightower, LLC v. Golshani, 334 Ga. App. 176 (assignee standing / fraudulent transfer discussion)
- Merrill Ranch Properties, LLC v. Austell, 336 Ga. App. 722 (assignee barred from pursuing pre‑assignment fraudulent‑transfer claims under §44‑12‑24)
- Miller v. Lomax, 266 Ga. App. 93 (recipient’s good faith and reasonably equivalent value defenses under UFTA)
- Latham v. Fowler, 199 Ga. 648 (requirement to lay foundation before admitting undated/unrecorded deed to prove title)
- Hoover v. Mobley, 198 Ga. 68 (penalty for failure to execute deed properly; recording/admissibility rules)
- Maxco, Inc. v. Volpe, 247 Ga. 212 (limited partner owns partnership interest but not title to partnership assets)
- Walker v. Owens, 298 Ga. 516 (liberal construction of Declaratory Judgment Act)
- Hobgood v. Black, 144 Ga. App. 448 (definition of an "interested" party for declaratory relief)
- Calvary Independent Baptist Church v. City of Rome, 208 Ga. 312 (declining to dismiss declaratory action despite factual disputes)