As the building services manager for Fulton County, Georgia, Steve Fullard oversaw custodial services. Fullard determined which services to contract for, received the bids, and recommended the selection of a vendor. After the selection of Total Quality Maintenance of Georgia, (TQM) on a particular contract, Fullard supervised TQM’s performance and received and processed its invoices. Later, TQM, assigned its unpaid invoices to American Factors of Nashville, Inc., which forwarded copies to Fullard with a statement rubber stamped on each invoice. The statement began with the word “NOTICE” and the name, address, and phone number of American Factors. It also said, “Remittance to to other than American Factors of Nashville, Inc., does not constitute payment of this Invoice”. Included with each invoice was a certification by TQM’s president that the invoice had been assigned to American Factors. Nevertheless, the county paid TQM on these invoices, and American Factors filed a suit in a Georgia State Court against the county claiming it still owed American