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Langdale Nalleyv.Harley Langdale, Jr.

CourtCourt of Appeals of Georgia
Docket No.A12A1606
DecidedNovember 30, 2012
JudgesCourt of Appeals of Georgia
Tags
CivilBusiness LawContract LawFiduciary DutyFraudSummary JudgmentStandingContract InterpretationBreach of ContractReversalSpecial ConcurrenceDissent
Case Summary

The Langdale family’s closely held company and a 1959 irrevocable trust generated six consolidated appeals over the trustees’ sale of trust-owned stock. The trust beneficiaries alleged that Harley Langdale Jr. and other participants breached fiduciary duties, concealed information, undervalued the stock, and distributed the trust corpus under the wrong termination instrument. The Georgia Court of Appeals held that factual questions remained about fraud, breach of trust, ratification, and the trustee’s good faith, so summary judgment for Harley Jr. and Johnny could not stand on those claims. The court also held that the former trustee lacked standing to pursue claims for return of trust funds on behalf of the beneficiaries, while his indemnity and set-off claims could proceed if a jury found he acted within his discretion. Claims against John Sr.’s estate failed because he died before the alleged injury and transactions occurred. The court further held that the evidence could support a claim that The Langdale Company knowingly aided a breach of fiduciary duty through an undervalued and concealed stock redemption. The consolidated judgment was affirmed in some dockets, affirmed in part and reversed in part in another, and reversed in the remaining dockets. Judge Dillard concurred dubitante in judgment only.

Opinion

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Langdale Nalley V. Harley Langdale, Jr. — The Atlanta Gleaner