Kelley Mfg. Co. v. Martin

The plaintiffs qualified as shareholders under O.C.G.A. § § 14-2-1602 through 14-2-1604 with standing to pursue their claim seeking the inspection of the defendant's corporate records through their participation in the company's Employees Stock Ownership Plan account.

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Kelley Manufacturing Company KMC appeals from the trial court’s denial of its motion for judgment on the pleadings of Timothy J. Maxwell and James L. Martin. Maxwell and Martin filed this action seeking inspection of corporate records pursuant to OCGA § § 14-2-1602 through 14-2-1604. In reviewing a trial court’s denial of a motion for judgment on the pleadings, we must determine “whether the undisputed facts appearing from the pleadings entitle the movant to judgment as a matter of law. All well-pleaded material allegations by the nonmovant are taken as true, and all denials by the movant are taken as false. But the trial court need not adopt a party’s legal conclusions based on these facts.” Citations and punctuation omitted. Southwest Health & Wellness, LLC v. Work , 282 Ga. App. 619, 623 2 639 SE2d 570 2006. Accordingly, a motion for judgment on the pleadings “should be granted only where the pleadings disclose with certainty that the plaintiff would not be entitled to relief under any state of provable facts.” Citation omitted. Blier v. Greene , 263 Ga. App. 35 587 SE2d 190 2003.

So viewed, the allegations show that KMC’s Employees Stock Ownership Plan ESOP was established in 1990 and is subject to the Employee Retirement and Income Security Act of 1974 ERISA, 29 USC § 1001 et seq. All contributions to the plan are made by KMC to the ESOP on an annual basis. Each participant’s ESOP account is credited annually with a contribution based upon the employee’s compensation. KMC’s annual contribution is generally made in cash and the ESOP is invested in KMC stock. One hundred percent of KMC’s stock is owned by the ESOP.

Kelley Mfg. Co. v. Martin

The plaintiffs qualified as shareholders under O.C.G.A. § § 14-2-1602 through 14-2-1604 with standing to pursue their claim seeking the inspection of the defendant's corporate records through their participation in the company's Employees Stock Ownership Plan account.

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