In this appeal, Gail Vautrot challenges a finding by the trial court of willful contempt, the dismissal of her claims against the court-appointed receiver, and the court’s decision that she was individually liable for the attorney fees incurred by the receiver and his law firm. Because the trial court erred in each of these rulings, we reverse. Citing a deadlock in the management of corporate affairs, Deborah A. West filed a complaint for judicial dissolution of A Healing Touch Day Spa & Gift, Inc., in which she and Vautrot were sole shareholders and directors. Vautrot filed a complaint in intervention to oppose the appointment of West as custodian and to assert counts against West for assault and battery, breach of fiduciary duty, and usurpation of corporate opportunity. The trial court allowed Vautrot to intervene.
After a hearing, the court ordered the judicial dissolution of the corporation under OCGA § 14-2-1430 and appointed Barry A. Lee as receiver. By order of November 18, 2003, the court made Lee responsible for winding up the corporation’s affairs and for making all decisions relating to the management and disposition of all corporate property. As to Lee’s compensation, the order directed that Lee be paid “from any proceeds that are in his possession, without prior approval of this court.” The court further stated, however, that if there are no funds to pay those fees, then each shareholder of the Corporation . . . shall be equally, jointly and severally responsible for those fees, expenses and costs and shall pay those within twenty days of the date of the invoice or be held in automatic contempt of this order. This case shall not be closed without the receiver’s fees, costs and expenses being first paid in full. In early February 2004, Lee filed his report. He found few assets and calculated the retail value of the inventory as $5,222.89 and the corporate indebtedness as $74,424.73. At a hearing held on February 5, 2004, Lee recommended splitting the assets and debts immediately. But West and Vautrot disagreed about the value of certain assets, the liability for particular debts, and whether West was receiving a unilateral benefit by continuing to remain and work on the leased premises. When West and Vautrot could not reach any understanding, Lee agreed to change the locks on the premises and Vautrot’s counsel gave him $140 in cash toward the cost for doing so.
