2020 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 10 - Professional Associations
§ 14-10-7. Relationship Between Person Rendering and Person Receiving Professional Service; Liability of Members for Debts of or Claims Against Association

1. This chapter does not modify any law applicable to the relationship between a person furnishing and a person receiving professional service, including liability arising out of such professional service and including the confidential relationship between the person rendering and the person receiving such professional service, if any. All confidential relationships enjoyed under the laws of this state prior to April 5, 1961, or enacted thereafter shall remain inviolate.
2. Subject to subsection (a) of this Code section, the members or shareholders of any professional association organized pursuant to this chapter shall not be individually liable for the debts of, or claims against, the professional association unless such member or shareholder has personally participated in the transaction for which the debt or claim is made or out of which it arises.

(Ga. L. 1961, p. 404, § 7.)

- Privileged communications generally, § 24-5-506 et seq.

- For article on incorporating the professional practice through a partnership of professional corporations, see 17 Ga. St. B. J. 102 (1981).

JUDICIAL DECISIONS

Failure to sign in representative capacity.

- The defendants' acts of negotiating a sublease for their professional association and signing the sublease, without denoting that each signature was in a representative capacity, did not constitute personal participation in the transaction since an association, like a corporation, can only operate through the actions of individuals and the sublease explicitly stated that the lease was between the plaintiff and the professional association. Swiss Bank Corp. v. Thomas, Conner & McDonald, 236 Ga. App. 890, 514 S.E.2d 68 (1999).

Cited in Holder v. United States, 289 F. Supp. 160 (N.D. Ga. 1968).

RESEARCH REFERENCES

Am. Jur. 2d.

- 6 Am. Jur. 2d, Associations and Clubs, §§ 44, 47.

- Liability of attorney for negligence in connection with investigation or certification of title to real estate, 59 A.L.R.3d 1176.

Liability of member of unincorporated association for tortious acts of association's nonmember agent or employee, 62 A.L.R.3d 1165.