Carter v. Parish

Enforcement of an oral agreement between the parties is barred by the Statute of Frauds, because it was a promise for the individual parties to answer for the debt of their corporation.

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Defendants M. S. Carter and John F. Leonard appeal from the Cobb County Superior Court’s grant of partial summary judgment to plaintiffs Charles Robert Parish, Jr. and George R. C. Kingston on Carter and Leonard’s counterclaims raised in the underlying action. For the reasons set forth below, we affirm. “To prevail at summary judgment under OCGA § 9-11-56, the moving party must demonstrate that there is no genuine issue of material fact and that the undisputed facts, viewed in the light most favorable to the nonmoving party, warrant judgment as a matter of law.” Lau’s Corp. v. Haskins , 261 Ga. 491 405 SE2d 474 1991. We review the trial court’s grant of summary judgment de novo. City of McCaysville v. Cardinal Robotics, LLC , 263 Ga. App. 847 589 SE2d 614 2003.

So viewed, the record shows that in 1993, Carter, Leonard, Parish, and Kingston entered into an agreement to purchase real property located at 2671 South Cobb Drive, Smyrna, Georgia. Contemporaneously, the parties formed Car Care Enterprises, Inc. “CCE”, a Georgia corporation, which held title to the real property. Each of the parties was issued 25 of the outstanding shares of stock in CCE, and each was named as a director. The parties, as CCE’s directors, unanimously adopted corporate by-laws which required that “all actions taken by the Board of Directors . . . be by unanimous vote.” According to Carter, they also entered into an oral agreement under which Carter would be compensated for running the day-to-day operations of the business, and under which all four parties would be equally responsible for the costs, expenses and capital expenditures incurred on behalf of CCE.

Carter v. Parish

Enforcement of an oral agreement between the parties is barred by the Statute of Frauds, because it was a promise for the individual parties to answer for the debt of their corporation.

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