This dispute arises out of the bankruptcy of a peanut broker, Fidelity Foods. At issue are competing claims to proceeds from the sale of 2008 peanut crops. Easom Peanut Company, which warehoused and processed the peanuts, brought this action against multiple peanut growers and Farm Credit of Northwest Florida, ACA, which had loaned money to Fidelity, the now-bankrupt broker. The several parties raise a large number of issues in support of their claims that their interests in the proceeds are superior to the other parties’ interests. We conclude that Farm Credit has a perfected security interest in the proceeds and that the growers have an unperfected security interest in the proceeds. Easom has a bailee’s lien in the proceeds, and it may have an independent right to be paid. Whether a lack of good faith may alter the priorities of the parties’ interests in the proceeds is a fact question. The trial court granted summary judgment to Easom, ruling it was entitled to the entire amount it sought. Subject to Easom’s claims, the court granted summary judgment to the growers. It denied Farm Credit’s motions for summary judgment. Farm Credit appeals, contending that its security interest in the peanuts was superior to the growers’; that the trial court lacked the authority to re-order the priority of the security interests; that it was entitled to summary judgment on the growers’ tort and breach of contract cross-claims; and that any lien Easom had over the peanut proceeds was inferior.
We find that Farm Credit had a security interest in the peanuts. In so finding, we hold, as to what appears to be an issue of first impression in Georgia, the term “possession” as used in § 9-110 of the UCC includes constructive possession. But we find that whether Farm Credit’s security interest is superior to the growers’ and Easom’s interests depends on an issue that the factfinder must resolve: whether Farm Credit acted in bad faith. We therefore reverse the grant of summary judgment to the growers on these issues but affirm the denial of summary judgment to Farm Credit. We affirm the trial court’s denial of Farm Credit’s motion for summary judgment on the growers’ conversion claims because whether Farm Credit had the right to exercise dominion over the peanuts depends on the priority of the parties’ interests, which, in turn, depends on a resolution of the factual issue of bad faith. We reverse the trial court’s denial of Farm Credit’s motion for summary judgment on the growers’ claims for punitive damages because, as a federal instrumentality, Farm Credit is immune from punitive damages awards. We affirm the trial court’s denial of Farm Credit’s motion for summary judgment on the growers’ claims for indemnity and contribution because whether Farm Credit and the growers are joint obligors is not clear at this point. We affirm the trial court’s denial of Farm Credit’s motion for summary judgment on the growers’ claims of fraud and misrepresentation, because whether Farm Credit misrepresented Fidelity’s financial condition to the growers, thereby fraudulently inducing them to sell their peanuts to Fidelity, is a question for the factfinder. We reverse the trial court’s denial of Farm Credit’s motion for summary judgment on J. E. Golden Farms, Inc.’s breach of contract and promissory estoppel claims because enforcement of these claims is barred by the statute of frauds. We find that although Easom has a bailee’s lien in the peanut proceeds, whether the lien has priority depends on whether the parties’ priorities should be re-ordered because of bad faith, and thus reverse the trial court to the extent that it held otherwise. Finally, we find that the trial court erred in calculating the amount to which Easom may be entitled under a theory of quantum meruit; we reverse and remand on this issue so that the amount to which Easom is entitled under the doctrine of quantum meruit, if any, can be determined. A trial court properly grants a motion for summary judgment when there is no genuine issue of material fact and the movant demonstrates entitlement to judgment as a matter of law. We review, de novo, a grant of summary judgment, viewing the evidence, and all reasonable conclusions and inferences drawn therefrom, in a light most favorable to the nonmovant. Punctuation omitted. Bank of Dawson v. Worth Gin Co. , 295 Ga. App. 256 671 SE2d 279 2008.
