Beginning in 2006, Carol Walker, who is a physician and a Georgia resident, sold nutritional supplements purchased from Amerireach.com, LLC d/b/a AmeriSciences pursuant to an agreement which provided, among other things, that “any disputes arising from the terms hereof or relating hereto will be brought in the state and/or federal court of Harris, Texas, the convenience of which I hereby recognize.” On February 5, 2009, Dr. Walker sent a written termination of the agreement and a demand that AmeriSciences repurchase certain unopened and unused products at a price not less than 90 percent of the original net cost pursuant to OCGA § 10-1-415 d 1 of the Sale of Business Opportunities Act SBOA. After expiration of the 30-day statutory waiting period provided in OCGA § 10-1-399 b of the Fair Business Practices Act FBPA, Dr. Walker filed a damage suit in the State Court of Gwinnett County on April 7, 2009 against AmeriSciences and three of the company’s corporate officers Appellants under the FBPA for failure to disclose and comply with the repurchase requirements of OCGA § 10-1-415 d 1. See OCGA § 10-1-417 b. AmeriSciences previously had filed a declaratory judgment action on February 13, 2009 against Dr. Walker in a Harris County, Texas state court. On June 3, 2009, the Texas court entered a final default judgment declaring that any damage suit for failure to repurchase, whether brought pursuant to the Georgia FBPA or otherwise, is subject to the forum selection clause in the parties’ contract, that this clause is enforceable, and that the filing of any such action in any forum other than Harris County, Texas constitutes a breach of contract.
Thereafter, the Georgia trial court granted summary judgment in favor of AmeriSciences, ruling that Dr. Walker’s claims are subject to an enforceable forum selection clause and barred by res judicata. In the same order, the trial court also dismissed the individual defendants for lack of personal jurisdiction and held that, in any event, they are not subject to individual liability under the SBOA.
