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Benfield v. Wells III

The trial court did not abuse its discretion in dismissing the plaintiff's shareholders' derivative suit.

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Sharon Benfield, a shareholder in SunTrust Banks Inc., appeals from the trial court’s dismissal, pursuant to OCGA § 14-2-744 a, of her shareholders’ derivative suit alleging breaches of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets by current and former members of SunTrust’s Board of Directors “the Board” and executive officers.1 Benfield contends that the trial court erred in failing to find that material questions of fact remain regarding the independence of the Demand Review Committee “DRC” that was authorized to investigate Benfield’s claims and to determine whether it was in SunTrust’s best interest to maintain an action on its behalf. For the reasons that follow, we affirm.

A motion to dismiss a shareholder’s derivative action pursuant to OCGA § 14-2-744 a is essentially a hybrid summary judgment motion for dismissal. See Thompson v. Scientific Atlanta, Inc., 275 Ga. App. 680, 683 621 SE2d 796 2005; Millsap v. American Family Corp., 208 Ga. App. 230, 233-234 5 430 SE2d 385. 1993. Accordingly, we may look beyond the pleadings to the evidence in the record to resolve the appeal. We review a trial court’s order dismissing a shareholder’s derivative action, however, only for an abuse of discretion. See Stephens v. McGarrity, 290 Ga. App. 755, 761 2 a 660 SE2d 770 2008; Goldstein v. Wells, 295 Ga. App. 870 673 SE2d 325 2009.

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