Amerireach.com, LLC., et al. v. WalkerAnnotate this Case
Dr. Carol Walker, a physician who sold nutritional supplements, filed a damage suit in the State Court of Gwinnet County against AmeriSciences and three of the company's corporate officers (appellants) under the Fair Business Act (FBPA), OCGA 10-1-399(b), for failure to disclose and comply with the repurchase requirements of the Sale of Business Opportunities Act (SBOA), OCGA 10-1-415(d)(1). On appeal, appellants contended that the Court of Appeals erred in failing to give res judicata effect to an earlier Texas declaratory judgment. The court held that Dr. Walker was barred by the Texas judgment from filing an FBPA claim against AmeriSciences in Georgia and a Georgia court could not make its own determination regarding whether the forum selection clause precluded the filing of an FBPA claim in Georgia. Also at issue was whether the State Court of Gwinnett County had personal jurisdiction over the individual defendants. The court held that because the "fiduciary shield" doctrine did not apply in Georgia, the allegations of the complaint were sufficient to withstand appellants' attack on the trial court's jurisdiction over the individual defendants on the ground that they acted in their corporate capacities. Appellants further contended that, even if the trial court had personal jurisdiction over the individual defendants, they could not be personally liable for violations of the SBOA because none of them was a "seller" within the meaning of OCGA 10-1-410(10). The court held that pursuant to OCGA 10-1-399(a) and 10-1-417(b), each individual defendant was subject to personal liability for any violation of the SBOA which he had committed and which was proved by Dr. Walker.