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Cook v. Regional Communications Inc.

Plaintiff failed to show that her former business partner held her relinquished shares in corporation unlawfully, so plaintiff had no standing to sue for judicial dissolution of corporation.

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Sheila Cook appeals from the trial court’s grant of Regional Communications, Inc.’s motion to dismiss her Verified Petition for Judicial Dissolution and Interlocutory Injunction.1 We conclude that the trial court properly granted Regional Communications’s motion to dismiss. Because Cook was not a shareholder in Regional Communications at the time her petition was filed, she did not have standing to institute a petition for judicial dissolution. Her complaint therefore failed to state a claim upon which relief could be granted.

The record shows that Regional Communications was incorporated in July 1997 as a close corporation under OCGA § 14-2-901 through 14-2-943. Cook and Michael Jackson were the sole shareholders, with each holding 50 percent of the stock. After a dispute between Cook and Jackson, in April 1998 Jackson filed suit against Cook seeking damages and injunctive relief. The parties entered into an agreement in settlement of this action on April 20, 1998. Pursuant to the agreement, Cook tendered all of her shares in the corporation to Jackson. On May 22, 1998, Jackson changed the name of the corporation to Regional Communications, Inc. Contending that Jackson breached the agreement by continuing to pursue his legal action against her, Cook attempted to rescind the tender of her shares in the corporation and filed this petition seeking dissolution of the corporation.

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