Full opinion text
MEMORANDUM OPINION AND ORDER VINING, District Judge. This diversity action concerns the deterioration of a business relationship between the plaintiff and the defendant and the accompanying feelings of bitter resentment and animosity. The action basically concerns an alleged failure to pay sums owing to the plaintiff, tortious interference with existing and prospective business and contractual relations, and defamation. John Hayes contends (1) that he and William T. Irwin were business partners in a commodities trading venture during 1976, (2) that his responsibilities were to solicit and maintain contacts with clients while Irwin was to be responsible for the execution of the clients’ trades through one of Irwin’s companies; that in 1977 this arrangement ended, (3) that Irwin and Irwin Trading GmbH owe Hayes a substantial amount of money as a result of this relationship, and (4) that the defendants have engaged in a myriad of tortious activity since the termination of the relationship. Hayes seeks an accounting, actual and punitive damages, and injunctive relief. This case was tried before the court, sitting without a jury, during February and March 1981. The following will constitute the court’s findings of fact and conclusions of law as required by Fed. R.Civ.P. 52(a). Factual Background John Hayes became a registered commodities broker and a stockbroker in 1970 after working for Shearson Hamill, a stock and commodities brokerage firm. In 1975 Hayes went to work for Loeb Rhoades and Company, where he met William T. Irwin, who was doing some business with Loeb Rhoades. After working in adjoining offices for several months, Hayes went to work for Irwin. He was initially hired as a commissioned salesman for one of Irwin’s companies, Irwin Management Company of California (Irwin Management). Subsequently, Hayes was made vice president of Irwin Management and of another of Irwin’s companies, Irwin Trading Company (Irwin Trading.) Hayes’ initial responsibility in working for Irwin was in the marketing aspect of the commodities business. Hayes solicited clients to engage in commodities transactions that were to be brokered or transacted through one of Irwin’s companies. Irwin was primarily responsible for the actual execution of these transactions, although he also participated in the solicitation of some of the business. Hayes was primarily responsible, however, for the actual solicitation of clients. When he first went to work for Irwin, Hayes was to receive one-third of the net income to Irwin. This financial arrangement was never utilized, however, since the method of compensation was changed before any business was actually done. Under the second compensation arrangement, Hayes was to receive $6,000 for every $16,-000 that was brought into the association between himself and Irwin. This arrangement remained in effect until November 1976. In his efforts to obtain customers for the commodities business, Hayes initially solicited clients from all over the United States except Miami, Florida. At the time that he and Irwin initially entered into this business arrangement, Hayes was living in California and centered his efforts and solicitation there. Around June 1976, Irwin encouraged Hayes to move to Atlanta, Georgia, to generate business on the east coast. Hayes, a graduate of Georgia Tech and a native of Tennessee, had numerous business contacts and roots in the Southeast, and Irwin was of the opinion that Hayes’ efforts at soliciting clients would be very successful in Georgia. Although Hayes did not particularly want to move from California, he did so, moving to Atlanta and setting up an office there, known as Hayes and Associates. Irwin provided Hayes with a telephone credit card along with pamphlets, legal forms, and documents to be used in soliciting clients for the commodities investment business. The nature of the business transacted in Atlanta was identical to that, transacted in California. Hayes and Irwin were in almost daily contact regarding their business, and once clients were solicited, Irwin set up appropriate accounts and executed the resulting trades through Irwin Trading. Around the time that Hayes moved to Atlanta, in July 1976, Irwin came to assist in the establishment of the business in Georgia. While in Atlanta, both Hayes and Irwin met with attorneys from the law firm of Cofer, Beauchamp & Hawes regarding the formation, structure, and operation of proposed limited partnerships that were to be used in their investment business. At one of these meetings, Hayes introduced Irwin as his superior; however, Irwin immediately corrected him by stating unequivocally, “No, I’m not John’s boss, you know. I’m his partner. We work together.” Although the purpose of these meetings with Cofer, Beauchamp & Hawes was to discuss the formation of certain Georgia limited partnerships through which the commodities business would be transacted, they also served as a solicitation for investment from certain of the attorneys at the firm. Prior to the time of the July meeting, the attorneys at the law firm had filed certificates establishing ten limited partnerships known as Hayes Associates I through X in the state of Georgia which had to be established before June 30, 1976, to qualify for favorable tax treatment. The meetings in July involved the detailing of the structural aspect of these partnerships. During the meetings with the law firm, Irwin gave the attorneys certain tax opinions and drafts of partnership agreements used for similar purposes in California. Subsequent to these discussions and a review of the California limited partnership agreements, the law firm prepared another agreement of limited partnership which was more detailed and longer than the simple certificate filed in June 1976. Hayes and Irwin decided that Hayes should be listed as the general partner on the Georgia limited partnerships and also decided to substitute Hayes as the general partner in the California limited partnerships. After the conclusions of these meetings, Irwin returned to California. His trip to Atlanta in July 1976 was the only time that he ever came to this state. In August 1976, Irwin decided to form Irwin Trading GmbH, a European corporation, to transact trades in Europe. Irwin Trading GmbH was established with original capital contributions consisting of 20,000 Deutschmarks; 95% of the stock, reflecting a contribution of 19,000 Deutschmarks, was assigned to Irwin, and 5% of the stock was assigned to a foreign individual. Irwin later authorized the transfer of this 5% minority share to himself, with the ultimate result that he owned 100% of the stock of Irwin Trading GmbH. On December 22, 1976, Hayes entered into a partnership agreement with Irwin Eurotrade partnership (Irwin Eurotrade) both individually and on behalf of his clients. The $6,000 that Hayes had originally contributed to Irwin Management, was transferred into a Georgia revocable grantor trust, with Hayes as trustee, that eventually became a partner in Irwin Eurotrade Partnership. At the time of Hayes’ entry into this partnership, he was a resident of Georgia. The revocable grantor trusts established for Hayes’ clients with Hayes as trustee, were Georgia trusts. Thirty percent of the business done in 1976 apparently was transacted through these revocable grantor trusts, and a substantial amount of business was also done through individual Georgia residents who were involved in the Georgia limited partnerships, established under Hayes and Associates as Hayes Associates I through X. In November 1976, Hayes traveled to California to meet with Irwin about the hiring of Diane Maddox, a proposed employee to whom Hayes had a substantial objection. At this meeting, Irwin offered to split the profits of the business after subtraction of expenses. This was the first time either Hayes or Irwin had ever formally discussed the establishment of a partnership. (After returning to Georgia, Hayes continued transacting the business as before, as Hayes and Associates.) At this meeting in California, Irwin asked Joan Wilhelm, his secretary, to do an accounting of the business as of that date, and he gave Hayes a copy of this accounting. By one method, Irwin calculated that the business had a loss for the year of $62,000; by another method he showed a loss of $67,000. Irwin then wrote the figures $31,000 and $33,500, as representing 50% of the alleged total loss for the year, depending on the method of calculation. Irwin then told Hayes that these figures represented his 50% share of the loss from the business as it stood at the particular time. At the November meeting in California there had also been a discussion regarding payment of a referral fee to Mr. Joe Jackson, a resident of Georgia who worked in the same building with Hayes. Jackson, who was involved in oil and gas investments, had referred a number of Georgia clients to Hayes in return for Hayes’ referral of certain clients to him. It was agreed at this November 1976 meeting that Jackson would be paid a “finder’s fee” equal to 20% of the money invested by the persons he referred. In late 1976 Hayes requested Irwin to wire $14,000 to Jackson for these referrals. Irwin told Hayes to have Jackson open an account in the Bahamas to which funds would be wired. Jackson was to travel to the Bahamas and then give his mother’s maiden name and have his passport as proof of his identity when he arrived to collect his money. Jackson acquiesced in this arrangement and went to the Bahamas pursuant to these instructions, but the money was not there. Justifiably irritated, Jackson attempted to contact Hayes but was unable to do so because Hayes was in Europe at this time. Jackson then decided to call Irwin directly, and when Irwin finally returned Jackson’s call, he denied that he knew who Jackson was and advised him to look to Hayes for his $14,000. Irwin also told Jackson that Hayes was under investigation by a law firm in San Diego and that he was a defendant in a number of pending lawsuits. Furthermore, Irwin told Jackson that he had never paid any type of referral fee to him and that he knew nothing about any client funds taken in by Hayes. Subsequently, however, Irwin did sign a check for $14,000, drawn on the Irwin Trading GmbH account for the fees owed to Jackson. In late December 1976 or early January 1977, Irwin told Hayes that he would send him $50,000 as a partial payment of the income he was owed from the business. Irwin promised to wire these funds to Hayes but never did so. Joan Wilhelm, who worked in Irwin’s office, had compiled a list of expenses of Irwin Trading and Irwin Management, including some of Irwin’s personal expenses. She gave a copy of this list to Hayes when he had been in California earlier in 1976. When Ms. Wilhelm testified that when she told Irwin that she had given Hayes a copy of this expense sheet, he became very upset and stated that he did not want Hayes to have a copy. In January 1977, Irwin went to London, England, accompanied by Ms. Wilhelm. On or about January 17, 1977, Hayes flew to London to confront Irwin regarding his failure to pay the promised $50,000 and Irwin’s failure to account for the profits of the business in 1976. Upon arriving in London, Hayes immediately went to Irwin’s hotel room, who was taken aback by Hayes’ presence. When Hayes stated the reason for his visit, Irwin made photostatic copies of four sheets of paper containing figures on worksheets showing the income and expenses for the business operation for the year 1976, which indicated that the business had done poorly because of large expenses, primarily Irwin’s. Irwin gave these four sheets of paper to Hayes and told him to go review them so that Hayes would realize that there was not as much profit as he had thought and that he was not entitled to as much payment as he had originally anticipated. After receiving these documents, Hayes reviewed them in his hotel room and realized that the expenses listed by Irwin on the sheets were extremely inflated. After Hayes’ visit to the hotel room, he had a conversation with Joan Wilhelm and, at her request, assisted her in moving from the hotel where Irwin was staying to a different hotel. Ms. Wilhelm stated that she was afraid of Irwin and wanted to get away from him. Irwin located where Ms. Wilhelm was staying, went to her hotel, and told the hotel manager and the police that she had stolen certain papers from him, although he did not press any charges against her. Joan Wilhelm then left England, returned to the United States, and went to work for another company not associated with Irwin. That same night, as Hayes was in his hotel room, the London police burst into his room with a search warrant and physically removed Hayes from the restroom. The police searched his room, stating that they were looking for certain sheets of paper that Hayes had stolen from Irwin. Hayes insisted that Irwin had given him the four sheets of paper as part of a business relationship, but the police did not believe him and took him to the police station where he was forced to spend the night in jail. He was never officially charged with anything at that time, since under British law the London police could hold him without charges for a limited amount of time. The next day, Irwin appeared at the police station and identified Hayes as the person who had stolen the sheets of paper from him. It was at this point in time that Hayes was officially charged with the theft of the documents. The London police took Hayes’ fingerprints, his photograph, and formally booked him for theft. Hayes retained a London attorney, and the following week the matter came up for a hearing before a London magistrate. Irwin failed to appear for this hearing, and although the magistrate was extremely irritated, he bound the matter over for yet another week. At the next hearing, Irwin again failed to appear. Hayes’ attorney explained to the magistrate that it appeared obvious that Hayes had not stolen the documents and that all charges should be dropped against him. The magistrate then dismissed the charges of theft and taxed the court costs against Irwin. Hayes then returned to Georgia, having been detained in London for approximately three weeks, during which time he was unable to visit any prospective clients or otherwise conduct any business. Furthermore, Hayes was not reimbursed for any expenses incurred in London as the result of the false charges made against him. Following Hayes’ return to the United States, he made a trip to California to hunt down Irwin and confront him about the events that had occurred in London. In yet another incredulous occurrence, Hayes saw Irwin driving along a Los Angeles freeway and pulled him over on the side of the road. Upon seeing Hayes, Irwin immediately burst into tears and apologized profusely for all his prior actions. Irwin assured Hayes that they were still partners together and that he wished to continue the association and begged Hayes’ forgiveness. After this emotional reconciliation on the Los Angeles freeway, Irwin finally made arrangements to pay Hayes the $50,000 that had been promised in December. A wire transfer in this amount was made from Irwin Trading GmbH to Hayes’ bank account. Although Irwin assured Hayes he was working on a complete accounting of the profits made in 1976, no accounting nor payments were ever made to Hayes. For the next few months, Hayes assumed that he and Irwin were still in business together as partners and tried to generate business for the year 1977. Hayes continued to solicit business for the Hayes limited partnership arrangements and the revocable grantor trusts through the Irwin Euro-trade partnership. On June 9, 1977, Hayes received a letter from the law firm of Kilpatrick, Cody, Rogers, McClatchey & Regenstein which stated that the firm had been retained by Irwin in regard to certain claims that Irwin had against Hayes. The letter also stated that Kilpatrick, Cody had been authorized to file suit against Hayes if necessary and requested a meeting with him to explain the business relationship between Hayes and Irwin. Part of the dispute apparently involved the expense sheets prepared by Irwin and the fact that Hayes doubted their veracity. A second letter from the firm, dated August 17, 1977, stated that Irwin apparently claimed that Hayes owed approximately $274,000 to Irwin Trading GmbH. A third letter from Kilpatrick, Cody on August 29, 1977, set forth a breakdown of this figure allegedly due Irwin Trading GmbH from Hayes and the Georgia limited partnerships and advised Hayes not to engage in any transactions on behalf of the California limited partnerships, of which he was a general partner. In October 1977, an event occurred known as the “anonymous mailing.” Every client that did business with Hayes and Irwin in 1976 received an unsigned letter postmarked Washington, D. C. Approximately 30 to 50 of Hayes’ clients, most of whom resided in Georgia, received this document indicating that Hayes had questionable business practices and implying that he owed certain amounts of money to Irwin and was generally dishonest. The letter purported to summarize litigation involving Hayes in San Diego, California, which had grown out of market losses incurred by various clients of Hayes while he was a stockbroker with Shearson, Hayden Stone (successor to Shearson Hamill) and Loeb Rhoades in California. The letter also questioned Hayes’ expertise in handling investments and maligned his character. Although Irwin vehemently denied any involvement in either the preparation or actual mailing of this anonymous letter, it is obvious that he was the precipitating force behind it. When Hayes located a former secretary of Irwin’s, Christine Johnson, who testified that he was responsible for the anonymous mailing, Irwin attempted to intimidate her by pressing false charges of theft against her with the Fort Lauderdale police. These allegations were made by Irwin in 1979, shortly before Ms. Johnson’s deposition was scheduled to be taken. Furthermore, Joy Hille, one of Irwin’s secretaries and the one who was involved in the preparation of the letter, received a $15,000 payment from Irwin shortly before she was to be deposed. In her deposition, Christine Johnson testified that a few days prior to the mailing of these documents, she helped Joy Hille locate a box large enough to mail approximately 50 documents to the Washington, D. C. Post Office. According to Ms. Johnson, Ms. Hille stated that the box was being sent there to be mailed back to individuals in Georgia, and that Irwin appeared to be “very excited” about it. Dr. John Everett Lee, a client of Hayes in one of the Georgia limited partnerships, testified at the trial of this case that when he received the Washington document, he specifically noted the similarity in the typeset on it and the typeset on several documents he had received from Irwin Trading GmbH, which was the company executing the trades on his investments. Of particular note is a letter to Irwin from his counsel in California (Wiles & Circuit) which, excluding the first and last pages, is virtually identical to the Washington document. These actions by Irwin, coupled with the observation that no one other than Irwin would have been privy to all of the information contained in the unsigned letter, compels this court to find that Irwin in fact either prepared or directed the preparation of the document known as the “anonymous mailing.” This letter quite naturally impaired Hayes’ ability to attract clients for the business, since the primary commodity for sale in Hayes’ business was Hayes himself. If his clients lost confidence in Hayes’ ability to return a substantial profit on their investments, they would obviously cease transacting any business with him. Irwin’s attempts to sabatoge Hayes’ business did not end with the “anonymous mailing,” however. The second method employed by Irwin was the use of telephone calls, both by Irwin directly and by Richard Anderson, his agent. In mid-1977, Irwin had a conversation with Robert Minnear, a certified public accountant with the firm of Touche Ross & Company, the result of which was an investigation by Touche Ross into Hayes’ qualifications as a broker/dealer and actions pending against him in California. Simeon Spear, an accountant in Miami, Florida, had previously spoken with Hayes concerning investment opportunities and requested that Hayes send him 8 to 10 subscription agreements for a limited partnership similar to those formed by Hayes in Georgia. After the conversation, Spear called the Touche Ross office in Atlanta to inquire about Hayes and was told that Irwin had revealed certain problems to them about Hayes. Spear then contacted Irwin and after their conversation returned the subscription agreements to Hayes, indicating that his clients did not wish to continue with the investment. Harry Hickson, an Atlanta tax attorney who had invested in commodities by way of one of the Hayes limited partnerships and who was a recipient of the “anonymous mailing,” also received a telephone call from Irwin attacking Hayes’ integrity, honesty, and ability to transact business. Dr. Lee, another recipient of the anonymous mailing, received a similar telephone call from Richard Anderson, acting as an agent of Irwin and Irwin Trading GmbH. Anderson told Lee that Hayes could not carry out the transactions that he said he was accomplishing for Lee, that Hayes was using Lee’s money for other purposes, and that Lee was being duped into dealing with Hayes. Anderson also admitted that he told Claude LaMontagne, another investor in one of the limited partnerships, that he thought Hayes was dishonest. Two actions subsequent to the filing of this lawsuit are indicative of Irwin’s ongoing scheme to undermine Hayes’ business and are illustrative of Irwin’s general motive and intent. The first of these actions was a letter dated October 30, 1980, from Irwin, which was sent to six of the ten Hayes Associates limited partnerships established in Georgia. In this letter, Irwin claimed that the trade confirmations received by the clients were false and forged and further charged that Hayes extorted funds from Irwin Trading GmbH and Irwin Eurotrade. Irwin also accused Hayes of attempting to water down the investments of the individual clients and implied that this would result in serious tax consequences. The other action occurred on December 25, 1980, when a lawsuit was filed in California against Hayes by Irwin, based on diversity of citizenship when in fact no diversity existed. The complaint alleged that large amounts of money were owed to Irwin by Hayes and other clients who invested by way of the Georgia limited partnerships. The complaint on its face shows that the court had no diversity jurisdiction; furthermore, Irwin directed the marshal not to effect service. Hayes was made aware of the lawsuit only by a newspaper article. Hayes had previously retained the law firm of Rogers & Hardin to protect his interest in any lawsuit that might be brought against him. Kilpatrick, Cody, which had been threatening to institute litigation against Hayes, had refused to take any action and on December 20, 1977, Hayes had taken the initiative himself and filed this action against Irwin and Irwin Trading GmbH. The effect of these actions on Hayes — the anonymous mailing, the telephone calls, the October 30, 1980, letter and the fraudulent lawsuit in California — is obvious and substantiated by the evidence presented in this case. Irwin’s actions were aimed at the disruption of Hayes’ business and his relationships with his clients. Repeated indications of dishonesty and lack of expertise in business by a knowledgeable party have the inevitable result of destroying carefully constructed confidences. As a result of the letters and telephone calls, numerous clients of Hayes refused to continue doing business with him. The ultimate effect of Irwin’s actions has yet to be calculated, and this court cannot speculate in that regard. In his complaint, Hayes contends that Irwin is liable for malicious interference with business relations through his written and telephonic contacts, the anonymous mailing, and the filing of a fraudulent lawsuit in California. Hayes also brings an action for libel and slander pursuant to Ga.Code Ann. Ch. 105-7; a cause of action for false arrest and imprisonment resulting from the events in London; an action for breach of contract and breach of fiduciary duty (1) by failing to report material matters affecting the partnership in general and Hayes’ interest specifically, (2) by improperly calling for additional capital contributions to the partnership, (3) by improperly causing a transfer of positions of various partners out of the partnership, and (4) by failing to account for the assets and liabilities of the partnership; an action for fraud or false statements made regarding business expenses; an action for an accounting for the exact amount of profits and losses for the time the parties were in a business relationship; an action for breach of fiduciary obligations; and a claim for actual and punitive damages together with attorney’s fees. Irwin contradicts the entire scenario offered by Hayes and contends that neither he nor Irwin Trading GmbH ever transacted business in Georgia and that, therefore, this court has no personal jurisdiction over him or his company. Irwin claims that Hayes voluntarily resigned his positions with both Irwin Management and Irwin Trading and moved to Georgia of his own accord, setting up Hayes and Associates as a sole proprietorship in which Irwin had no interest. Irwin denies that he encouraged Hayes in this venture and denies that he was ever involved in any way with Hayes’ business in Georgia. He claims that Hayes did not need to obtain permission for him to conduct the transactions that were made through Hayes and Associates and that Hayes was under no obligation to accomplish trades by way of Irwin Trading. Irwin claims that his only visit to Georgia occurred in June or July 1976 and admits that he met with attorneys for Cofer, Beau-champ & Hawes at Hayes’ request but denies that he solicited any business for Irwin Management or discussed the formation of any partnerships that were to be set up on behalf of the Irwin companies. He denies having any role in the creation of these limited partnerships or revocable grantor trusts which ultimately transacted business through Irwin Trading. Irwin vehemently denies that any partnership existed and denies that he has had sufficient contacts with the state of Georgia that would invoke this court’s jurisdiction over him. At the trial of this case, Irwin attempted to introduce the defense that Hayes failed to register any of the securities that arose out of the transactions in this ease with the Securities Exchange Commission, a defense which this court disallowed. The resolution of this rather bizarre situation requires an initial determination of two crucial issues: (1) Did a partnership or agency relationship exist between Hayes and Irwin in 1976 and, if so, (2) were there sufficient contacts by Irwin with the state of Georgia to invoke personal jurisdiction under Georgia’s Long Arm Statute, Ga. Code Ann. § 24r-113.1? The answer to each question is yes; Irwin must be held accountable for his reprehensible conduct. This court will (1) initially examine the nature of the relationship between Hayes and Irwin, (2) discuss the applicable principles of jurisdiction as to each separate count of the plaintiff’s complaint, (3) determine liability under each separate count of the complaint, and (4) assess the appropriate damages. I. THE RELATIONSHIP BETWEEN HAYES AND IRWIN The initial task before this court is to resolve the issue regarding the nature of the business relationship between Hayes and Irwin. Hayes contends that he and Irwin were partners in their investment business as a result of an agreement entered into by both parties in November 1976. Irwin steadfastly denies that any partnership existed and claims that Hayes is not entitled to any of the profits of the enterprise. This issue of the existence of a partnership is especially relevant to Counts 4 and 5 of Hayes’ complaint, in which he seeks an accounting of the business and one half of the profits. Before determining whether a partnership existed, the court is faced with a choice of law problem: Does California law or Georgia law apply? The alleged agreement to split profits occurred in California; Hayes is a resident of Georgia; Irwin was a resident of California; and Hayes’ business was established in Georgia. The law in diversity actions involving conflict of laws problems is that substantive legal issues must be resolved by the forum state’s conflict of law rules. Klaxon v. Stentor Electric Manufacturing Co., 313 U.S. 487, 61 S.Ct. 1020, 85 L.Ed. 1477 (1941). Since Georgia is the forum state, its conflicts rules governing contracts and the resulting rights of the parties must be followed. Hayes maintains that the Georgia courts would apply California law, since the conflict rule of “lex loci contractus,” or the law of the state where the contract is entered into, governs the rights of the parties in the case sub judice. Pink v. A. A. A. Highway Express, Inc., 191 Ga. 502, 13 S.E.2d 337 (1941). This is the applicable rule when the issue is solely a matter of interpretation of the contract; however, when a contract is made in one state and is to be performed in another state, the law of the latter state will govern as to the validity, nature, obligation, and construction of the contract. Rohner, Gehrig & Co. v. Capital City Bank, 655 F.2d 571 (5th Cir. 1981), see also Goodman v. Nadler, 113 Ga.App. 493, 148 S.E.2d 480 (1966). Although the place where the contract is entered into is an important factor to be weighed, it is not the exclusive consideration; if the parties contemplated at the time of the making of the contract that the contract would principally have effect in another state, that latter state’s law will apply. Old Hickory Products Co. v. Hickory Specialties, Inc., 366 F.Supp. 913 (N.D.Ga.1973); Herschfeld v. Dexel, 12 Ga. 582 (1853). It is also the rule in Georgia that the determinative location is not where the contract is entered into or executed but where the last act essential to its completion is located or where the contract is delivered as consummating the agreement. Residential Industrial Loan Co. v. Brown, 559 F.2d 438 (5th Cir. 1977); Robinson v. Ravenel Co., 411 F.Supp. 294 (N.D.Ga.1976). See also Peretzman v. Borochoff, 58 Ga.App. 838, 200 S.E. 331 (1938). It is true that the investment business in this case was not performed in Georgia alone and that the agreement was entered into in California, where Irwin was a resident. However, this court is also influenced by other factors which indicate that Georgia law should apply: Hayes, as part of the agreement, established and maintained his office in Georgia; Hayes became a resident of Georgia; the limited partnerships and revocable grantor trusts set up to do business with him and Irwin were established under Georgia law; Hayes’ clients and the investors were from Georgia as opposed to California; and the effects of the anonymous mailing and telephone calls by Irwin were realized primarily in Georgia. Weighing the various factors, the court finds the balance of the agreement between the parties occurred in Georgia, not California. The effects of Irwin’s acts on its residents give the state of Georgia an interest in remedying the harm done, and although the Georgia courts have not officially adopted the more modern “governmental interest” theory of conflicts, this court is persuaded that they would do so given the situation presented in this case. Accordingly, Georgia law will apply to the resolution of this issue of the existence of a partnership between the parties. With respect to the formation of partnerships, Ga.Code Ann. § 75-101 provides: A partnership may be created either by written or parol contract, or it may arise from a joint ownership, use, and enjoinment of the profits of undivided property, real or personal. Furthermore, Ga.Code Ann. § 75-102 provides: A joint interest in the partnership property, or joint interest in the profits and losses of the business, shall constitute a partnership as to third persons. A common interest in profits alone shall not. These provisions, however, aré not exhaustive of what may create a partnership between two persons. Given the variety of relationships that have been deemed to be partnerships, it is difficult, if not impossible, to formulate an all-encompassing definition of partnership. Generally speaking, a partnership is a voluntary agreement between two or more persons to contribute their money, property, or skill to the operation of a joint business or common enterprise for their common benefit and to divide the profits and bear the losses in certain proportions. See Floyd v. Kicklighter, 139 Ga. 133, 76 S.E. 1011 (1912); Escoe v. Johnson, 110 Ga.App. 252, 138 S.E.2d 330 (1964); Russell v. Strain, 69 Ga. App. 654, 26 S.E.2d 460 (1943). A partnership may be created for a single venture or enterprise. An agreement to form a partnership need not be in writing, for the true determinant of a partnership is the objective intent of the parties involved. The language which is used is a primary factor in determining the intent of the parties with respect to any agreement, and when ascertained, it will prevail over all other considerations. Chalkey v. Ward, 119 Ga. App. 227, 166 S.E.2d 748 (1969). See also Kennedy v. Thruway Service City, Inc., 133 Ga.App. 858, 212 S.E.2d 492 (1975). It is true, as Irwin maintains, that an agreement to share profits does not automatically create a partnership. Floyd v. Kicklighter, supra. If other circumstances show that the parties did not intend to create a partnership, none is created. Determinative factors of a partnership include an agreement to share profits and losses, a joint enterprise, a joint risk, a joint sharing of expenses, a joint right of control over the business, and joint ownership of capital. These factors, taken alone, may not be sufficient to create a partnership, but the presence of several of them creates a strong presumption in favor of a partnership. Irwin maintains that since neither he nor Hayes had any control over the other’s activities, since he only dealt with Hayes in a representative capacity from each of his separate entities as opposed to an individual capacity and since Hayes was a mere “independent contractor” as opposed to a partner or agent, he could not have been Hayes’ partner. This court agrees that certain of the facts in this case indicate that a partnership arrangement did not exist: (1) There was never a formal agreement to form a partnership. (2) Even after the November 1976 meeting, in which Irwin offered to split the profits, the nature of the business did not change: Irwin continued to transact trades by way of his separate entities; Hayes continued to solicit new clients for investment purposes as “Hayes and Associates.” (3) The offices in Atlanta and California always remained separate entities and were never organized under the name “Hayes and Irwin.” (4) Furthermore, Hayes classified his business as a “sole proprietorship.” It appears from the totality of the circumstances, however, that a partnership did exist between the parties in this case. It was Irwin himself who stated to the attorneys at the July 1976 meeting, “No, I’m not John’s boss. I’m his partner. We work together.” In November 1976, it was Irwin who suggested that they split the profits fifty-fifty and told Hayes to draw up a list of his yearly expenses for the business so his one-half share could be calculated. Irwin also drew up an expense sheet in anticipation of calculating his share of the profits, although it appeared to be extremely inflated. To maintain that the business run by Hayes and Irwin was distinct and entirely separate is to ignore the reality that Hayes and Irwin were inextricably involved with each other in a common enterprise of soliciting and transacting investments for various clients. Hayes’ responsibility was to solicit the clients; Irwin’s was to transact the trades, completing the business that Hayes had initiated. Their daily telephone conversations concerning the business and the receipt by Hayes of correspondence, trading confirmations and account statements relating to the business are also evidence that the two parties were acting in concert. The court is persuaded from the objective acts of the parties that a partnership was created as early as July 1976, when Irwin held himself out as being Hayes’ partner. See Woods v. Allied Concord Financial Corp., 373 F.2d 733 (5th Cir. 1967) (if a person holds himself out or permits himself to be held out to the world as a partner in a business, he will be bound for any partnership contracts and will be estopped from denying his connection with the partnership.) This court is not persuaded by Irwin’s arguments that Hayes was a mere independent contractor or that Irwin never dealt with Hayes in an individual capacity. The evidence presented at trial compels the conclusion that a partnership existed between Hayes and Irwin for the purpose of soliciting clients and transacting their investments. Since a partnership existed, the court must next determine if it transacted business in Georgia and had sufficient contacts with Georgia that would allow a proper exercise of in personam jurisdiction over Irwin. II. JURISDICTION In personam jurisdiction in this case is predicated on Georgia’s Long Arm Statute, Ga.Code Ann. § 24-113.1, which provides: A court of this state may exercise personal jurisdiction over any nonresident, or his executor or administrator, as to a cause of action arising from any of the acts, omissions, ownership, use or possession enumerated in this section, in the same manner as if he were a resident of the State, if in person or through an agent, he: (a) Transacts any business within this State; or (b) Commits a tortious act or omission within this State, except as to a cause of action for defamation of character arising from the act; or (c) Commits a tortious injury in this State caused by an act or omission outside this State, if the tortfeasor regularly does or solicits business, or engages in any other persistent course of conduct, or derives substantial revenue from goods used or consumed or services rendered in this State; or (d) Owns, uses, or possesses any real property situated within this State. On March 30, 1979, prior to the trial of this case, the Honorable Newell Edenfield entered an order denying Irwin’s motion to dismiss for lack of personal jurisdiction but indicating that a finding of jurisdiction was impossible absent a resolution of the business relationship issue and further development of the facts. Judge Edenfield did hold that Count 1 (malicious interference with business relations) and Count 2 (defamation) could not be based on subsection (b) of Ga.Code Ann. § 24 — 113.1. He reserved any ruling on the applicability of subsection (c), since numerous issues of fact remained. He did remark, “[I]t appears to this court that defendant Irwin has engaged in a persistent course of conduct such that personal jurisdiction can properly be premised on subsection (c).” Irwin maintains that this court has no jurisdiction over him under any subsection of Georgia’s Long Arm Statute since he made only one trip to this state, in July 1976, and his contacts with this state were limited to some telephone calls and letters to Hayes. Any exercise of jurisdiction, Irwin contends, would offend traditional notions of fairness and due process since he did not have the requisite minimum contacts with the state. In a diversity case, a federal court may exercise in personam jurisdiction over a nonresident defendant only to the extent permitted by the long arm statute of the forum. Erie R.R. v. Tompkins, 304 U.S. 64, 58 S.Ct. 817, 82 L.Ed. 1188 (1933); Gold Kist Inc. v. Baskin-Robbins Ice Cream Co., 623 F.2d 375 (5th Cir. 1980); Attwell v. LaSalle National Bank, 607 F.2d 1157 (5th Cir. 1979). Furthermore, it is a well accepted principle of law that a nonresident defendant is subject to the jurisdiction of the court in the forum state only if he has established minimum contacts in the state so that the exercise of jurisdiction is consistent with traditional notions of fair play and substantial justice. World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 100 S.Ct. 559, 62 L.Ed.2d 490 (1980); International Shoe Co. v. Washington, 326 U.S. 310, 66 S.Ct. 154, 90 L.Ed. 95 (1945). See also Clarkson Power Flow, Inc. v. Thompson, 244 Ga. 300, 260 S.E.2d 9 (1979); Timberland Equipment Ltd. v. Jones, 146 Ga.App. 589, 246 S.E.2d 709 (1978). The Long Arm Statute enacted by the Georgia legislature contemplates that jurisdiction is to be exercised over nonresident parties to the maximum extent permitted by procedural due process. Clarkson Power Flow, Inc. v. Thompson, 244 Ga. 300, 260 S.E.2d 9 (1979); Coe & Payne Company v. Wood-Mosiac Corp., 230 Ga. 58, 195 S.E.2d 399 (1973). In order to satisfy the constitutional requirements of procedural due process, it must be shown that a non-resident defendant has some “minimum contact” with the state of Georgia so as to make the exercise of jurisdiction reasonable and fair. Hollingsworth v. Cunard Line Ltd., 152 Ga.App. 509, 263 S.E.2d 190 (1979); Timberland Equipment Ltd. v. Jones, 146 Ga.App. 589, 246 S.E.2d 709 (1978). Before the court addresses the applicability of the Long Arm Statute to the case at bar, a brief examination of the three relevant subsections and the policies behind them is in order. Subsection (a) authorizes a court to exercise in personam jurisdiction over a nonresident defendant if that defendant “transacted any business within the state.” In construing subsection (a), the Georgia Supreme Court set forth a three-part test to enunciate its parameters: (1) the nonresident defendant must purposely do some act or consummate some transaction in the state; (2) the cause of action must arise from or be connected with the act; and (3) the exercise of jurisdiction by the Georgia court must not offend traditional notions of fairness and substantial justice. Davis Metals, Inc. v. Allen, 230 Ga. 623, 198 S.E.2d 285 (1979). See also Lyons Manufacturing Co. v. Gross, 519 F.Supp. 812 (S.D.Ga.1981). The trend in construing long arm “transacting any business” statutes is to interpret them most liberally and to uphold the jurisdiction of the court for the plaintiff’s residence and actions arising, either directly or indirectly, out of such transactions. Davis Metals, Inc. v. Allen, supra; Hollingsworth v. Cunard Line Ltd., supra. In accordance with this trend, subsection (b) of the Long Arm Statute was initially interpreted by the Georgia appellate courts in accordance with the so-called New York rule: In order for jurisdiction to attach, both the tortious act or omission and the injury must have occurred in Georgia. Castleberry v. Gold Agency, 124 Ga.App. 694, 185 S.E.2d 557 (1971); O’Neal Steel, Inc. v. Smith, 120 Ga.App. 106, 169 S.E.2d 827 (1969). The Georgia Supreme Court later rejected this view in Coe & Payne Co. v. Wood-Mosiac Corp., supra, adopting instead the so-called Illinois rule: Jurisdiction may attach under subsection (b) when an injury occurs in Georgia resulting from a tortious act or omission outside Georgia. In rejecting the constrictive rulings of Castle-berry and O’Neal Steel, the Georgia Supreme Court reasoned that the expansive reach of Georgia’s Long Arm Statute was prefaced by a desire to protect Georgia’s citizens from tortious acts which might occur outside the state, the effects of which would be realized within the state. The foundations of jurisdiction, the supreme court has reasoned, include the interest that a state has in providing redress in its own courts against persons who inflict injuries upon, or otherwise incur obligations to, those within the ambit of the state’s legitimate protected policy. The limits on the exercise of jurisdiction are not mechanical qr quantitative but are to be found in the requirement that the provisions made for this purpose must be fair and reasonable in the circumstances and must give the defendant adequate notice of the claim against him and an adequate and realistic opportunity to appear and be heard in his defense. Coe & Payne Co. v. Wood-Mosiac Corp., 230 Ga. at 61-62, 195 S.E.2d 399. This liberal rule must, of course, be tempered with discretion. One example of this discretion may be found in Shellenberger v. Tanner, 138 Ga.App. 399, 227 S.E.2d 266 (1975), where the court stated: When a nonresident engages in some activity with or in the forum, even a significant single transaction, whether he be physically present there or not, and as a result business is transacted or a tortious injury occurs, a jurisdictional “contact” exists between that nonresident and the forum. But when the unilateral actions of a forum plaintiff merely involve or somehow relate to a nonresident who has in no way conducted some activity with the state, there may be a “connection” between the nonresident and the plaintiff. But there is no “contact” between the nonresident and the forum such that jurisdiction will lie. 138 Ga.App. at 408, 227 S.E.2d 266. The court went on to specifically hold: [T]he mere allegation that as the result of an act or omission by a nonresident outside the state and injury has occurred to a Georgia plaintiff does not establish a “contact” with this forum in the absence of an implicit or explicit showing of activity with or in Georgia by the nonresident. 138 Ga.App. at 410, 227 S.E.2d 266. While the Coe & Payne court judicially engrafted an “act without/injury within” jurisdictional rule onto subsection (b), the Georgia legislature had enacted a version of the same rule. Subsection (c), enacted in 1970, confers personal jurisdiction over a nonresident tortfeasor who causes injury within the state by an act or omission outside the state if he “regularly does or solicits business, or engages in any other persistent course of conduct, or derives substantial revenue from goods used or consumed or services rendered in this state.” Therefore, a rule conferring jurisdiction over nonresident tortfeasors committing tortious acts or omissions outside the state which cause injury within the state exist judicially under subsection (b) and legislatively under subsection (c). The enactment of subsection (c) does not modify the Georgia appellate court’s extension of subsection (b) to provide a basis for securing jurisdiction over one who commits an act outside the state which causes injury within the state. Atlanta Coliseum, Inc. v. Carling Brewing Co., 411 F.Supp. 253 (N.D.Ga.1976). Thereafter, the Georgia Court of Appeals undertook a comparative analysis of subsection (b) in light of subsections (c) and (a). Shellenberger v. Tanner, supra. With respect to subsection (c), the Shellenberger court noted that a nonresident tortfeasor, in addition to doing purposeful activity in the state, must have one of the additional “contacts” with the state listed in subsection (c). Since jurisdiction under subsection (b) should be no less reasonable and no less in accordance with traditional notions of fair play and substantial justice than jurisdiction under subsection (c), the Shellenberger court formulated the following tripartite test for subsection (b) in personam jurisdiction: (1) the nonresident must purposely avail himself of the privilege of doing some act or consummating some transaction with or in the forum, (2) the plaintiff must have a legal cause of action, and (3) if the first two requirements are met, the exercise of jurisdiction over the nonresident must be reasonable. 138 Ga.App. at 407, 227 S.E.2d 266. Therefore, the Shellenberger court rejected a prior implicit construction of subsection (b): “A mere demonstration that an injury has occurred [in Georgia] due to an act or omission by a non-resident outside this forum does not necessarily show that the defendant had such contact with Georgia to confer jurisdiction over him.” 138 Ga.App. at 409, 227 S.E.2d 266. In 1979, the Georgia Supreme Court seemingly eliminated any analytical distinction between subsections (b) and (c) in holding that limitations similar to those present in subsection (c) were constitutionally mandated under subsection (b). Clarkson Power Flow, Inc. v. Thompson, 244 Ga. 300, 260 S.E.2d 9 (1979). Thus, it appears that to confer jurisdiction over a nonresident under subsection (b), the non-resident’s purposeful activity in the forum must be of a nature similar to the “contacts” described in subsection (c). With these general principles in mind, this court must now examine each count of the plaintiff’s complaint and determine if the jurisdictional prerequisites of Ga.Code Ann. § 24-113.1 are satisfied. A. Count 1 (Tortious Interference with Business Relations) In his order dated March 30, 1979, Judge Edenfield determined that personal jurisdiction under this count must be based on subsection (c) of the Long Arm Statute leaving for this court the decision of whether Irwin had pursued a course of conduct sufficient to bring him within the parameters of Ga.Code Ann. § 24-113.1(c). The acts complained of in this count include the anonymous mailing sent to Georgia clients for the purpose of maligning Hayes and the telephonic communications with Hayes’ clients and accountants in Georgia. These acts are also the basis for Count 2 of the plaintiff’s complaint alleging defamation, and Judge Edenfield determined that Count 1 was merely a different name for Count 2. This court disagrees with Judge Edenfield’s conclusion in this respect, since a cause of action for defamation may be brought pursuant to Ga.Code Ann. § 24r-113.1(b), as discussed in Part B, infra. While Hayes’ cause of action might be brought pursuant to subsection (b) jurisdiction, this court is persuaded that jurisdiction pursuant to subsection (c) is more appropriate with respect to a charge of interference with business relations. The plaintiff was at the time of the acts in question, and remains, a Georgia resident, the locus of whose business is in thé state of Georgia. It is true that residency of the plaintiff alone is not sufficient to invoke jurisdiction, Fowler Products Co., Inc. v. Coca-Cola Bottling Company of Tulsa, Inc., 413 F.Supp. 1339 (M.D.Ga.1976), but this court is persuaded that Irwin had numerous contacts with Georgia so that jurisdiction is properly invoked. The evidence presented at the trial of this case revealed that Irwin made a crucial trip to Georgia in 1976 to negotiate the establishment of the investment business in Atlanta, gave Hayes a telephone credit card, pamphlets, and other material to assist in the formation of Hayes Associates I through X, was in almost daily contact with Hayes regarding the running of the business, received and sent letters to the law firm of Gofer, Beauchamp & Hawes and solicited clients from members of the firm for the Georgia limited partnership, and by way of his company, Irwin Trading, executed the trades on Hayes’ clients’ investments. Furthermore, Hayes and Associates was a partner in another Irwin company, Irwin Eurotrade Partnership. It was Irwin who encouraged Hayes into moving to Georgia so that their commodities investment business could expand. These acts indicate Irwin purposely availed himself of the privilege of conducting activities within the state of Georgia. See Hanson v. Denkla, 357 U.S. 235, 78 S.Ct. 1228, 2 L.Ed.2d 1283 (1958). It was Irwin who promoted the establishment of the commodities investment business in Atlanta and came to Atlanta to assist in the establishment of the limited partnerships and revocable grantor trusts that subsequently became, by way of Hayes as trustee, partners in Irwin Eurotrade Partnership. His daily contacts with Hayes in Atlanta, the “anonymous mailing” sent to Georgia residents, and telephone calls to Hayes’ Georgia clients, are all evidence of a persistent course of conduct. Furthermore, this court previously found that approximately 30% of the business of Irwin Euro-trade Partnership was derived from the Georgia revocable grantor trusts, thus meeting the statutory requirement of deriving substantial revenue from services rendered in the state. Irwin did not merely promote the establishment of the investment business in Atlanta, which itself would be an insufficient “contact,” see Spelsberg v. Sweeney, 514 F.Supp. 622 (S.D.Ga.1981); he was actively involved in establishment, maintaining, and pursuing business in Georgia through Hayes, his partner. See Martin Luther King, Jr. Center for Social Change v. American Heritage Products, Inc., 508 F.Supp. 854 (N.D.Ga.1981). This court is convinced that Hayes meets not only the statutory requirements of subsection (c) but the minimum contacts requirement as well. This requirement ultimately reduces to an analysis of fairness and reasonableness. As the Supreme Court stated in Kulko v. California Superior Court, 436 U.S. 84, 98 S.Ct. 1690, 56 L.Ed.2d 132 (1978), “[T]he facts of each case must be weighed to determine whether the requisite affiliating circumstances are present.” 436 U.S. at 92, 98 S.Ct. at 1696. In weighing the facts of this case, the court finds that the balance of fairness and reasonableness falls in favor of the plaintiff. To decline to exercise in personam jurisdiction over Irwin would in effect be sanctioning his conduct, which had the effect of destroying Hayes’ business relationships with his Georgia clients. The evidence presented at trial compels the conclusion that Irwin engaged in a persistent course of conduct in Georgia and derived substantial revenue from his schemes; subjecting him to in personam jurisdiction pursuant to Ga.Code Ann. § 24-113.1(c) does not offend traditional notions of fair play and justice, nor is it unfair or unreasonable to him. Accordingly, jurisdiction as to Count 1 is proper. B. Count 2 (Defamation) The tortious acts that form the basis of Count 1 of the plaintiff’s complaint also underlie his claim in Count 2. Irwin contends that this court has no personal jurisdiction over him or his company because the defamation exception in subsection (b) of Ga.Code Ann. § 24-113.1 expressly precludes jurisdiction under both subsections (b) and (c). The defamation exception set forth in subsection (b) provides that jurisdiction may be asserted over a non-resident defendant who “commits a tortious act or omission within this state, except as to a cause of action for defamation of character arising from the act.” The defendant contends that the exclusionary language of subsection (b) carries over into subsection (c) and that as a result the court has no jurisdiction with respect to Count 2. This court disagrees. In Process Control Corp. v. Witherup Fabrications, 439 F.Supp. 1284 (N.D.Ga.1977), Judge O’Kelley held that the subsection (b) exemption should not be read to have the far-reaching effect of excluding jurisdiction over nonresidents in all defamation cases despite a nonresident’s additional contacts with Georgia. Judge O’Kelley relied upon his former opinion in Southard v. Forbes, Inc., Civil Action No. C74-1984A (N.D.Ga. March 25, 1975) (O’Kelley, J.) aff’d on other grounds 588 F.2d 140 (5th Cir. 1979), in which he stated: One of the most basic tenets of defendant’s argument, and one with which this court strongly disagrees, is the contention that subsection (b) was enacted with the plain meaning and intention that no Georgia resident would even be able to sue any [defendant] for defamation of his character in any court of law in Georgia under any circumstances, no matter how significant that [defendant’s] contacts might be with this state so long as that [defendant] is a nonresident within the meaning of Ga.Code Ann. § 24-117. While such an interpretation would not completely bar a defamed plaintiff from seeking redress, it would certainly place an undue hardship on such plaintiff, forcing him to travel to some possibly distant forum, which forum would generally be inconvenient with respect to plaintiff’s evidence, and the forum would be unfamiliar with his reputation and the possible damage done by the libel..... Such an interpretation is patently unreasonable to this court.... Slip Op. at 3-4, quoted in Process Control Corporation v. Witherup Fabrications, 439 F.Supp. at 1287. The Southard court rejected the reasoning of Judge Edenfield in A. B. R. Metals and Services, Inc. v. Astralloy-Vulcan Co., Civil Action No. C76-298A (N.D.Ga. Aug. 27, 1976) which held that the Southard decision led to an anomalous result. In Process Control, the court held that a proper reading of Southard would interpret subsection (b) to mean that a Georgia court could exercise personal jurisdiction over any nonresident who committed a tortious act or omission within Georgia except for defamation, in which case the non-resident must also have sufficient minimum contacts with the state other than the contacts which arise from the acts constituting the defamation. The Fifth Circuit concurred with this interpretation in Attwell v. LaSalle National Bank, 607 F.2d at 1161, where the court held that for tortious conduct to constitute a basis for the exercise of personal jurisdiction under subsection (b), the conduct vesting jurisdiction must be an act or omission separate and apart from the alleged defamatory behavior. The result of these decisions and the view adopted by this court is that the tortious act of defamation alone is insufficient to grant jurisdiction over a non-resident. There must be other contacts with the state before jurisdiction may properly be invoked. The defendant further contends that subsection (c) of the Long Arm Statute subsumes within it the defamation exception contained in subsection (b). This position was formally espoused by Judge Edenfield in A. B. R. Metals and Services, Inc., supra; however, in his March 30,1979, order in this case, he retreats from that position, concluding that jurisdiction over a non-resident defendant pursuant to subsection (c) is not precluded in a defamation action. The defendant relies on Cassells v. Bradlee Management Services, Inc., 161 Ga.App. 325, 291 S.E.2d 48 (1982), for the proposition that subsection (c) may not serve as a basis for personal jurisdiction. The Georgia Court of Appeals, in rejecting the reasoning of the federal courts in Process Control, and LaSalle National Bank, held that since subsection (b) expressly excludes an action based on defamation and since “there is essentially no difference between subsections (b) and (c),” subsection (c) may not serve as a basis for jurisdiction for a defamation action. Although Clarkson Power Flow holds that there is “essentially no difference” between subsections (b) and (c), a careful reading of that case reveals that the Georgia Supreme Court was holding that the minimum contacts set forth in subsection (c) are also constitutionally mandated under subsection (b). It is the requirement of additional contacts with the forum state that underlies the similarity between subsections (b) and (c); total exclusion of a cause of action based on defamation is not the preeminent factor. The court in Process Control followed this reasoning when it required contacts other than the defamatory act itself before a cause of action for defamation could be brought under subsection (b). With these principles in mind, jurisdiction is proper under both subsections (b) and (c).