A Cobb County jury returned a $10 million verdict in favor of William Bassett as the trustee for four private trusts in the trusts’ claim for negligent misrepresentation against the accounting firm PricewaterhouseCoopers, LLP “PwC”, as the successor to Coopers & Lybrand, LLP “Coopers”. PwC appeals, contending the trial court erred in denying its motion for a directed verdict and for judgment notwithstanding the verdict. PwC argues that Bassett failed to offer any evidence on an essential element of the negligent misrepresentation claim, specifically, that he actually and justifiably relied on Coopers’ alleged misrepresentations about the financial condition of a corporation in which the trusts invested. PwC further argues there was no evidence that Coopers’ alleged fraud debarred or deterred Bassett from bringing the action within the statutory limitation period and, therefore, the action was untimely. For the reasons that follow, we affirm.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 2006.1 Viewed in favor of the verdict, the evidence showed the following. Beginning in 1978, two brothers, Stiles A. Kellett, Jr. and Samuel B. Kellett, built a business operating nursing homes. The Kelletts created an irrevocable trust for each of their children; each served as the trustee for the trusts of the other brother’s children. The trust property consisted partly of stock in the Kelletts’ business, Convalescent Services, Inc. “CSI”. In the early 1990s, the Kelletts began investigating the possibility of taking CSI public or merging it with another company and became interested in Mariner Health Group, Inc., a publicly-traded company that focused on a more profitable sector of the market, subacute care. In January 1994, Stiles Kellett heard a presentation by representatives of Mariner and then met with Mariner’s chief executive officer. During 1994, the Kelletts investigated Mariner’s business practices and financial condition, including by hiring an investment banking firm to evaluate the company.
In December 1994, the Kelletts met with some of Mariner’s executives and reviewed Mariner’s public financial statements for 1991, 1992, and 1993, which Coopers had certified, along with quarterly and interim reports for 1994, which Coopers had reviewed. Coopers’ opinion reports regarding Mariner’s financial statements and notes were “unqualified,” which means that the independent auditor had determined that the financial statements were free of material misstatements and were prepared according to generally accepted accounting principles. The Kelletts had a high level of confidence in Coopers’ methods, based on their experience with Coopers as CSI’s own accounting firm, and relied on those statements for material information about Mariner’s financial condition. In January 1995, CSI and Mariner agreed to merge, and CSI’s shareholders, including the Kelletts as trustees, signed a participation agreement. In June 1995, Bassett became the trustee of the four trusts for the Kelletts’ children. The merger closed in January 1996. Along with other consideration, CSI’s eight major shareholders the Kelletts, the four trusts, and two other entities received Mariner stock valued at $120 million in exchange for their CSI stock.
