UAP/GA AG. Chem., Inc. “UAP”, an agricultural product supplier, filed suit against WLD Farms, Inc., Wendell S. Dunaway “Dunaway”, and Dunaway Brothers, Inc. collectively, “appellants” on a Real Estate Note the “Note” executed by Dunaway and WLD Farms. Appellants disputed the amount of the debt and asserted claims of set-off and breach of contract. The trial court granted summary judgment as to appellants’ liability under the Note and ordered arbitration of their remaining claims. The arbitrator entered an award concluding that appellants were not entitled to recover on their set-off claim. Appellants filed a motion to vacate the arbitration award. The trial court denied the motion and entered final judgment in favor of UAP on the Note in the principal amount of $687,029.65, $541,245.70 in interest, and $184,241.29 in attorney fees. On appeal, appellants contend that the trial court erred by compelling arbitration of their set-off claim and by refusing to vacate the arbitration award on the ground that the arbitrator overstepped his authority. For reasons set forth below, we reject these assertions. In addition, appellants contend that the trial court should vacate the judgment as to Dunaway Brothers, Inc., because it was not a party to the Note. UAP concedes that issue. Accordingly, we affirm the judgment with direction that it be modified so as to release Dunaway Brothers, Inc., from liability. The relevant facts follow. The business relationship between the parties that ultimately led to this suit involves consignment agreements entered into annually between 1998 and 2002 by UAP and Central Georgia Cooperative, Inc. “CGC”. Under these contracts, CGC received a commission for selling UAP’s inventory of agricultural products to farmers. Dunaway was CGC’s president. CGC declared bankruptcy in 2001. WLD Farms, in which Dunaway was a principal, purchased CGC’s assets. Dunaway personally guaranteed CGC’s debts as well as those of WLD Farms. CGC also assigned all of its right, title and interest in any claims arising out of the consignment agreements to Dunaway and WLD Farms.
In 2002, Dunaway and WLD Farms executed the Note at issue in favor of UAP. The Note represented a negotiated sum and was a consolidation of the debt owed to UAP by all of the appellants and CGC. Appellants defaulted, and UAP filed suit on the Note in 2003, ultimately naming all three Dunaway entities as defendants. In their answer and counterclaim, as amended, appellants admitted that they had made no payments on the Note but claimed that UAP had breached its contracts with CGC. Appellants also asserted a set-off claim, contending that they were entitled to a credit for payments made to UAP by third parties. UAP filed a motion to dismiss the counterclaim and an alternative motion to compel arbitration. UAP also moved for summary judgment. In response, appellants conceded that they executed the Note but disputed the amount due thereunder. The trial court granted UAP’s motion for summary judgment as to appellants’ liability under the Note but denied it as to the amount of the debt.
