This litigation began when John C. Joyner, as guardian of the property of an incapacitated adult, Fredna M. Cottingham, filed a claim with the National Association of Securities Dealers, Inc. “NASD” against Raymond James Financial Services, Inc. “Raymond James” and two of its brokers. After a hearing, the arbitration panel issued an award in favor of Joyner. Raymond James filed a petition in the Superior Court of Fulton County to vacate or modify the arbitration award, specifically challenging the award of attorney fees pursuant to OCGA § 13-6-11. Joyner filed a corresponding petition to confirm the award. The trial court denied Joyner’s petition to confirm the award and granted Raymond James’ petition to vacate the portion of the arbitration award awarding Joyner attorney fees. Joyner appeals, contending the trial court made several errors of law. For the reasons which follow, we affirm. The record shows the following undisputed facts. Pursuant to a general power of attorney, Cottingham’s son opened an investment account with Raymond James, a registered broker/dealer. The power of attorney required prior approval by Cottingham’s attorney at law for any transaction involving $5000 or more. In his claim before the NASD tribunal, Joyner alleged that Raymond James violated the power of attorney by conducting transactions greater than $5000 without Cottingham’s attorney’s approval, violated federal and state securities law, violated NASD conduct rules regarding unsuitability and excessive concentration, and breached its fiduciary duty to Cottingham. Among other relief, Joyner generally sought “reasonable attorney’s fees,” without specifying the authority for such fees, and also sought “reasonable attorneys fees pursuant to OCGA § 10-5-14 for the . . . violations of the Georgia Securities Act.”
The arbitration panel found Raymond James and the two individual brokers liable under the claims of negligence, breach of fiduciary duty, breach of contract and violation of the NASD rules. The panel assigned “the bulk of the responsibility” to the firm, Raymond James, and found the individual brokers acted in good faith but were negligent in failing to determine that they acted consistently with the power of attorney. The panel made a specific finding that there was no fraudulent intent in the case. The panel found Raymond James liable for “Joyner’s attorneys’ fees in the sum of $50,000.00 pursuant to OCGA § 13-6-11.”
