Amerireach.com, LLC v. Walker
2011 Fulton County D. Rep. 4001
Ga.2011Background
- Walker, a Georgia physician, contracted to sell Amer-iSciences nutritional supplements under a forum clause designating Harris, Texas, as the forum.
- In 2009 Walker terminated the agreement and demanded repurchase under SBOA § 10-1-415 (d)(1) after a 30-day FBPA waiting period.
- Walker filed a Georgia FBPA damages action on April 7, 2009 against AmeriSciences and three officers for failure to disclose repurchase rights.
- AmeriSciences had filed a Texas declaratory judgment action (Feb 13, 2009); a Texas default judgment (June 3, 2009) held the forum clause enforceable and any non-Harris action breaches contract.
- Georgia trial court granted summary judgment enforcing the forum clause and res judicata, dismissed individual defendants for lack of personal jurisdiction, and held SBOA claims against individuals inappropriate; CA reversed on jurisdiction and SBOA theory.
- This Court granted certiorari to review the forum clause, res judicata effects, personal jurisdiction over individuals, and SBOA liability of individuals.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Effect of Texas judgment on Georgia FBPA claim | Walker contends Texas judgment does not bar GA FBPA claim. | AmeriSciences argues Texas judgment precludes GA action via full faith and credit and forum clause. | Texas judgment bars GA FBPA claim; full faith and credit applies. |
| Personal jurisdiction over individual defendants | Walker asserts individuals are subject to GA long-arm due to primary participation. | Appellants rely on fiduciary shield to avoid jurisdiction based on corporate capacity. | Fiduciary shield doctrine overruled; individuals subject to Georgia jurisdiction. |
| Sellers under SBOA and personal liability of individuals | Individuals were founding officers with substantive interest/control in AmeriSciences, making them sellers. | Defendants dispute individual seller liability under SBOA. | Individual defendants are sellers; they are personally liable under SBOA. |
| Applicability of forum clause to FBPA claim | Forum clause does not apply to Georgia FBPA claims. | Texas declaratory judgment and contract forum clause bind in Georgia. | Forum clause applies; Georgia action barred by Texas judgment. |
Key Cases Cited
- Calder v. Jones, 465 U.S. 783 (1984) (employment in a corporation does not shield individuals from jurisdiction)
- Keeton v. Hustler Magazine, 465 U.S. 770 (1984) (individuals may be subject to jurisdiction despite corporate status)
- Innovative Clinical & Consulting Services v. First Nat. Bank of Ames, Iowa, 279 Ga. 672, 620 S.E.2d 352 (Ga. 2005) (long-arm construction and fiduciary shield overruled; scope of OCGA 9-10-91)
- Club Car v. Club Car (Quebec) Import, 362 F.3d 775 (11th Cir. 2004) (fiduciary shield doctrine not controlling for personal jurisdiction)
- Aero Toy Store v. Grieves, 279 Ga. App. 515 (Ga. App. 2006) (minimum contacts and transaction of business analysis standard)
- Kreutter v. McFadden Oil Corp., 522 N.E.2d 40 (N.Y. 1988) (fiduciary shield principles and due process considerations)