R.W. Holdco, Inc. “Holdco” brought this action against a former employee and officer, its former attorneys, and its former accountants, to recover damages arising from the allegedly unauthorized sale of Holdco’s assets. The trial court granted partial summary judgment to the defendants. In the main appeals1 Holdco challenges the grant of partial summary judgment to appellees. We find that the grant of partial summary judgment was correct, and we affirm. In separate cross-appeals, Holdco’s former attorneys, Andersen, Davidson & Tate, P.C. and R. Bradley Carr collectively “ADT”, and Holdco’s former accountants, Moore Stephens Tiller, LLC and Gregory Hayes collectively “MST”, challenge the trial court’s findings that Holdco pled a sufficient claim for civil conspiracy to defraud and that any such claim was still viable. In addition, in Case No. A04A0480, ADT challenges the trial court’s failure to grant its motion for summary judgment as to Holdco’s claim for professional negligence and on the remedies of attorney fees and costs under OCGA § 13-6-11 and punitive damages. Further, in Case No. A04A0481, MST appeals the trial court’s denial of its motion for summary judgment on its affirmative defense of ratification. We conclude that summary judgment was warranted on these issues, and we reverse.
The record shows that Holdco, a holding company for various businesses and real estate holdings in Georgia, is wholly owned by Rudolf Walther, a German citizen with business interests throughout the world. In 1996, Walther hired Alan Johnson to handle all his interests in America. Johnson was titled Executive Vice President of Holdco, but essentially he performed all functions usually performed by the President and CEO of a corporation. In 1996, Johnson retained ADT to handle several legal matters, including a merger of companies and the formation of Holdco. ADT handled the transfer of Walther’s shares in Holdco to Rudolf Walther Holding AG the AG company, a German holding company governed by a three-member board of directors consisting of Karl Frank, Walther Schneider, and Werner Falke. The board of directors in turn was supervised by a multi-member supervisory board, over which Walther presided. Late in 1996, Johnson also hired MST to perform accounting and tax services for Holdco on an as-needed basis.
