Carol Walker sued Amerireach.com LLC “AmeriSciences”, a health and nutrition multi-level distribution company based in Houston, Texas, which conducts substantial business activities in Georgia, alleging violations of the Georgia Fair Business Practices Act FBPA and the Georgia Sale of Business Opportunities Act SBOA. She also sued three of the company’s corporate officers individually.1 The trial court granted AmeriSciences’s motion for summary judgment on res judicata grounds based on a Texas court’s default judgment, and granted the officers’ motion to dismiss for lack of personal jurisdiction. Because Walker’s complaint is based on a statutory violation and not on breach of contract, however, AmeriSciences’s contractual defenses are inapplicable. Further, the trial court has personal jurisdiction over the individual defendants, who may be held liable under the SBOA. Accordingly, we reverse. For almost three years, physician Carol Walker participated in a “marketing program” buying and selling nutritional supplements she bought from AmeriSciences. When she ended the relationship she was holding $150,000 worth of inventory. On February 5, 2009, Walker sent notice to the company that, absent a settlement, she intended to sue the company in 30 days based on its failure to disclose her right to require the company to repurchase her inventory under certain conditions, as required by OCGA § 10-1-415 d 1 of the SBOA.
Before the expiration of Walker’s 30-day statutory waiting period required by OCGA § 10-1-399 b of the FBPA, during which she was barred from filing suit in Gerogia under the FBPA, AmeriSciences filed suit in Harris County, Texas, on February 13, 2009. The company sought a declaratory judgment that Walker’s FBPA action was subject to the Harris County, Texas, forum selection clause contained in the parties’ contract, that the forum selection clause was enforceable, and that an action for damages filed anywhere but Harris County constituted a breach of contract. On April 7, 2009, Walker sued AmeriSciences and the individual defendants in the Superior Court of Gwinnett County under the Georgia FBPA and SBOA. She contended that the company failed to disclose her right to require the company to repurchase her unsold, unopened inventory at any time as required by Georgia law, but instead represented in her contract and at elsewhere that AmeriSciences would only repurchase her inventory within 30 days after she bought it.
