Ward v. Ward

The trial court properly determined that the transfer of the stock certificates issued to the appellant did not comply with O.C.G.A. § 14-2-621 subsection b because the family-owned corporation board of directors did not authorize the transfer pursuant to its bylaws.

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This case involves a dispute between shareholders regarding majority ownership, management, and control over B & W Carry-Out, Inc. “B & W”, a small, family-owned corporation. Gordon Frank Ward, Jr. the appellant filed a complaint against his sisters, Pamela Ward and Denise Eilers the appellees, seeking a declaratory judgment and asserting claims for injunctive relief, accounting, money had and received, misappropriation and waste, and attorney fees. The appellees each filed answers and counterclaims seeking a declaratory judgment and asserting claims for accounting, conversion, tortious interference with contractual relations, tortious interference with business relations, intentional infliction of emotional distress, punitive damages, and attorney fees. The trial court entered a declaratory judgment, finding that the issuance of certain shares of stock did not comply with Georgia law and, thus, that the appellant is not the majority shareholder of the corporation. The trial court did not rule on the parties’ other claims, which remain pending below. The appellant appeals the trial court’s order on declaratory judgment. For the following reasons, we affirm.

1. We first address our jurisdiction. The appellees contend that the appellant’s direct appeal from the order on declaratory judgment is not properly before this Court. The appellees contend that the order is not a final judgment subject to direct appeal because the parties’ other claims remain pending. However, we find that we have jurisdiction. A declaratory judgment is directly appealable because it has the “force and effect of a final judgment” and is reviewable as such. OCGA § 9-4-2 a. This is so even if other issues in the case remain pending before the trial court. Building Block Enterprises, LLC v. State Bank and Trust Co., 314 Ga. App. 147, 150 1 723 SE2d 467 2012.

Ward v. Ward

The trial court properly determined that the transfer of the stock certificates issued to the appellant did not comply with O.C.G.A. § 14-2-621 subsection b because the family-owned corporation board of directors did not authorize the transfer pursuant to its bylaws.

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