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Albany Bone & Joint Clinic PC v. Philip D. Hajek MD

A medical clinic's bylaws, which entitled all departing shareholders to the book value of their stock, did not constitute a financial "penalty" on shareholders who left the clinic to work for a competitor.

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Albany Bone & Joint Clinic, P. C. “the Clinic” appeals from an order of the Superior Court of Dougherty County granting partial summary judgment in this declaratory judgment action to Phillip D. Hajek, M. D. The Clinic argues the superior court erred in construing a shareholder stock valuation provision of the Clinic’s corporate bylaws as a restrictive covenant in restraint of trade. We agree and reverse. Summary judgment is proper when no genuine issue of material fact remains for jury resolution and the movant is entitled to judgment as a matter of law. OCGA § 9-11-56 c. We review a grant of summary judgment de novo and view the evidence, and all reasonable conclusions and inferences drawn from it, in the light most favorable to the nonmovant. Matjoulis v. Integon Gen. Ins. Corp ., 226 Ga. App. 459 1 486 SE2d 684 1997. So viewed, the record reveals the following relevant evidence.

The Clinic, a professional corporation comprised of medical doctors, was incorporated by the Secretary of State of Georgia in May of 1999. At the time of incorporation, the shareholders included Hajek and two other doctors. In April of 2003, Hajek left the Clinic’s employ. Upon his departure, he sought compensation for the value of his shares in the corporation. A dispute arose concerning the proper method for valuing those shares, and Hajek filed the instant declaratory judgment action.

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