City Commercial Real Estate “City” brought this action in the Superior Court of Gwinnett County against ASC Construction Equipment USA, Inc. “ASC”, alleging, in various contract and tort claims, that ASC acted improperly to deprive City of its commission on the construction of a building for ASC by a contractor City introduced to ASC. A jury found in favor of City on its claim for tortious interference with business relationships, as well as two alternative claims for compensatory damages. In addition to compensatory damages, the jury awarded City punitive damages, based on its finding of a specific intent to harm. In Case No. A10A0733, ASC appeals the denial of its motions for a directed verdict and for judgment notwithstanding the verdict, contending, inter alia, that it was not a stranger to any business relationship City had with the contractor and, therefore, it cannot be held liable for interfering with that relationship. ASC further contends that, absent a valid claim for tortious interference with business relationships, it cannot be held liable for punitive damages in any amount. In Case No. A10A0734, City cross-appeals, contending the trial court erred in granting ASC’s motion for a directed verdict on City’s claim for fraud. For the reasons explained below, we reverse in part and remand. On appeal from a trial court’s rulings on motions for directed verdict and judgment notwithstanding the verdict, we review and resolve the evidence and any doubts or ambiguities in favor of the verdict; directed verdicts and judgments notwithstanding the verdict are not proper unless there is no conflict in the evidence as to any material issue and the evidence introduced, with all reasonable deductions therefrom, demands a certain verdict. Citation and punctuation omitted. Fertility Technology Resources v. Lifetek Medical, 282 Ga. App. 148, 149 637 SE2d 844 2006. Viewed in this light, the record shows the following. In August 2005, ASC engaged City to serve as ASC’s exclusive real estate agent in the Atlanta metropolitan area. At the time, ASC needed two new showrooms in the Atlanta area for its construction equipment sales. In the likely event that suitable existing buildings were not available, one option was to find raw land for “build to suit to own” deals, in which a developer would take title to a parcel, construct the building or supervise its chosen contractor in constructing the building, and then sell the improved property to ASC. Because ASC’s parent company, Volvo Construction Equipment, had agreed to subsidize a lease, however, ASC preferred “build to suit to lease” deals, in which a developer would take title to a parcel, construct or supervise the construction of the building, and then lease the improved property to ASC.
City and ASC did not execute a written contract providing for City’s compensation.1 Instead, ASC’s representative verbally agreed to pay what City’s president, Rick Lackey, described as “normal and customary” commissions for the industry, depending on how each deal was ultimately structured. City’s commission would be factored into each deal, as a line item, and paid directly by the developer. City and ASC both understood that, even if indirectly, ASC would ultimately pay City’s commissions, because it was paying for the use or ownership of the buildings. In the case of a build-to-suit-to-lease deal, City’s commission would be the first month’s rent plus four percent of the remaining lease payments. In the case of a build-to-suit-to-own deal, City’s commission would be five percent of the costs of construction, in addition to five percent of the purchase price of the land.
