Advanced Automation, Inc. AAI, appeals from the trial court’s grant of minority shareholder Barbara Fitzgerald’s Application for Inspection of Corporate Records and award of attorney fees pursuant to OCGA § 14-2-1604, contending that the trial court lacked jurisdiction under OCGA § 14-2-940 and, because there was a prior pending action, under OCGA § 9-2-5. The following facts are not disputed. Barbara Fitzgerald was employed in 1996 by AAI, a Georgia statutory close corporation engaged in assisting small and mid-sized companies with their computer networks, website design and hosting, and development of custom software applications. In 1998, Fitzgerald was appointed as corporate secretary and given a 3 percent interest in the outstanding shares of AAI as an inducement to stay. In 2000, she was promoted to vice-president of AAI and given an additional 17 percent interest in the outstanding shares, making her a 20 percent owner and minority shareholder of AAI. John Moore was the holder of the remaining 80 percent of the corporate shares and was the chief executive officer of AAI. Differences arose and Moore forced Fitzgerald out of AAI in May 2010. Moore then offered to purchase Fitzgerald’s shares for $48,000, which Fitzgerald contends is less than one-quarter of their actual value.
On September 23, 2010, Fitzgerald filed suit against Moore and AAI in the Superior Court of Fulton County pursuant to OCGA § 14-2-940, seeking damages from Moore for breach of fiduciary duty, punitive damages, and attorney fees. She also requested that the court require AAI to purchase her shares for their fair value as determined by the court. That same day, Fitzgerald’s counsel sent letters to AAI and its registered agent in Cobb County requesting that AAI’s corporate records be made available for her inspection pursuant to OCGA § § 14-2-1602 b and c. When there was no response from AAI, Fitzgerald filed her Application for Inspection and Motion to Compel in the Superior Court of Cobb County on October 14, 2010. Following a hearing on November 2, 2010, the Cobb Superior Court entered its order directing AAI to produce the records requested and awarding Fitzgerald attorney fees of $7,787.50.
