Anderson v. Daniel
314 Ga. App. 394
| Ga. Ct. App. | 2012Background
- Alpha Bank & Trust shareholders sue former directors for negligent misrepresentation about bank’s financial condition inducing them to hold stock that became worthless after failure.
- Bank chartered in 2006; regulated by DBF and FDIC; shareholders bought resalable stock at $10 per share in 2006.
- Regulators warned about the bank’s adverse condition from 2007–2008; alleged misrepresentations/omissions by directors occurred in four communications to shareholders.
- August 2008 capital-raising efforts publicized adverse information; stock offering failed as condition entered the public domain.
- Bank failed and was taken over by the FDIC in October 2008; stock became worthless.
- Alleged misrepresentations occurred in four communications: May 9 proxy statement, May 23 audited financial statement with cover letter, May 27 annual meeting, June 2 summary letter; plaintiffs claim justifiable reliance from these communications.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether holder claim is pleaded under Holmes v. Grubman | Shareholders allege direct communications and reliance | Communications were to shareholders generally, not direct to individuals | No; no direct communication or specific reliance pleaded |
Key Cases Cited
- Holmes v. Grubman, 286 Ga. 636 (2010) (holder claim limitations: direct communication and specific reliance)
- White v. BDO Seidman, LLP, 249 Ga.App. 668 (2001) (requires justifiable reliance; direct communication element)
- Stendahl v. Cobb County, 284 Ga. 525 (2008) (state-of-proof standard for 12(b)(6) dismissal; construed in filing party’s favor)