DynaVision would refuse to close unless the Active Members signed a new agreement with DynaVision and, as required by that new agreement, represented in writing that they were acquiring DynaVision’s interest “solely for [their] own account ... without the financial participation of [a third party].” Although Joiner pointed to nothing in the Operating Agreement that would require the Active Members to make these representations, he or his clients apparently thought Krevolin would agree that the Agreement, read as a whole, required that the representations be made. If Krevolin had agreed, he would have advised his clients that they could not honestly make such misrepresentations without inviting DynaVision to claim fraud. See McFarland v. Kim, 156 Ga.App. 781, 275 S.E.2d 364, 366 (1980) (<HOLDING>). The misrepresentations would also have given
holding that if the alleged misrepresentations are material a plaintiff is entitled to recovery whether or not the misrepresentations caused the alleged damage holding that promises of future conduct are not actionable as negligent misrepresentations holding direct misrepresentations were not required for mail fraud conviction holding that accurate statements about past performance are not actionable under the securities laws holding that misrepresentations about present state of mind are actionable as fraud