Raakusin v. Radiology Assocs. of Atlanta PC

O.C.G.A. § 14-2-1325 a requires a corporation to accompany an offer of payment of the value of a shareholder's shares with certain information and documents, which the plaintiff did not do when it attempted to cash out the defendant's deceased husband's shares.

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Appellant Lee A. Rakusin is the personal representative and executrix of the estate of her late husband, who was employed by and owned stock in appellee Radiology Associates of Atlanta, P. C. The issue on appeal is whether Radiology Associates made a valid offer of payment to the executrix for the shares of her late husband, such that her failure to respond to the offer within the 30-day statutory deadline barred her claims for payment in excess of the amount offered by Radiology Associates. Because the uncontroverted evidence shows that Radiology Associates failed to make a valid offer of payment, we reverse the trial court’s order granting partial summary judgment to Radiology Associates and dismissing the executrix’s counterclaims. Summary judgment is appropriate where “there is no genuine issue as to any material fact and . . . the moving party is entitled to a judgment as a matter of law.” OCGA § 9-11-56 c. “A de novo standard of review applies to an appeal from a grant of summary judgment, and we view the evidence, and all reasonable conclusions and inferences drawn from it, in the light most favorable to the nonmovant.” Citation omitted. Salahat v. F. D. I. C. , 298 Ga. App. 624, 625 680 SE2d 638 2009.

So viewed, the record shows that Radiology Associates of Atlanta, P. C. is a professional corporation organized under the Georgia Professional Corporation Act, OCGA § 14-7-1 et seq. Dr. Arie Rakusin was a physician and shareholder in Radiology Associates for several years until his death in January of 2007. At the time of his death, the decedent owned 1,500 shares of the common stock of Radiology Associates.

Raakusin v. Radiology Assocs. of Atlanta PC

O.C.G.A. § 14-2-1325 a requires a corporation to accompany an offer of payment of the value of a shareholder's shares with certain information and documents, which the plaintiff did not do when it attempted to cash out the defendant's deceased husband's shares.

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