JTH Tax, Inc. d/b/a Liberty Tax Service “Liberty Tax” appeals from a jury verdict in favor of Joan Flowers in this dispute arising from Flowers’s sale of a tax preparation business to Liberty Tax. Liberty Tax asserts the trial court erred by denying its motion for a judgment notwithstanding the verdict on Flowers’s claims for fraud, punitive damages, and attorney fees. For the reasons set forth below, we affirm the jury’s verdict. On appeal from a trial court’s rulings on motions for directed verdict and j.n.o.v., we review and resolve the evidence and any doubts or ambiguities in favor of the verdict; directed verdicts and judgments n.o.v. 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 footnote omitted. James E. Warren, M.D., P.C. v. Weber & Warren Anesthesia Svcs. , 272 Ga. App. 232, 235 2 612 SE2d 17 2005. So viewed, the record shows that Flowers sold her tax preparation business to Liberty Tax and that the sale contract provided: “The Purchase Price shall be the lesser of a $145,240 ’2000 Revenue’ b Purchaser’s gross receipts for the period of January 1, 2001 to December 31, 2001 generated from all sources and from the current location of the Seller combined with subsequent locationss if applicable the ’2001 Revenue’.” With regard to payment of the purchase price, the contract provided: “The first payment shall be made on February 28, 2001 and shall equal the lesser of one-fourth of 2000 Revenue or one-fourth of 2001 Revenue as estimated at that time.” The remaining one-fourth payments were to be paid on February 28th of the following consecutive years 2002, 2003, and 2004. Finally, the contract stated, “All payments shall include interest on the unpaid Purchase Price, computed at an annual rate of 9.5.”
A previous Letter of Intent between the parties contained a different formula for calculating the purchase price: “the lesser of one times 1 Liberty’s revenue from all sources for the year 2001 at this location or combined with its subsequent location if the business is relocated, or 2 seller’s revenue for the year 2000.” The final sales contract was drafted by the director of Liberty Tax’s business development department, Raymond Dunn. Dunn testified that he was not an attorney and that his intent was to draft a contract “to reflect what was agreed to in the letter of intent;” He could not “give . . . a specific reason” to explain why the purchase price language in the contract differed from the letter of intent language.
