Beale v. O'Shea
319 Ga. App. 1
Ga. Ct. App.2012Background
- Beale and O’Shea were 50/50 partners in Flight-Works, Inc. from 2000 to 2010.
- O’Shea sought to buy Beale’s 50% stake amid mounting disputes regarding governance and finances.
- Beale asserted claims for fraud, breach of contract, and breach of fiduciary duty against O’Shea related to a stock-purchase dispute.
- Shareholders Agreement (effective Jan 1, 2005) provided a five-person board and a framework for buyouts and distributions.
- Change in Control Protection Agreements were created for Lucey and Lewis (Beale’s successors on the board) to receive severance if control shifted away from O’Shea.
- The trial court granted Beale partial summary judgment on the stock-purchase breach, granted O’Shea summary judgment on most other claims, and Beale appealed analyze damages and distributions issues.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Damages from Change in Control Protection Agreements | Beale argues the agreements devalued his shares and caused damages. | O’Shea contends no damages were shown; value issues should not go to jury. | jury question exists; Beale presented admissible evidence of damages. |
| Distributions withheld under Shareholders Agreement | Beale alleges O’Shea illegally withheld distributions to Beale. | Evidence shows distributions were credited against Beale’s loans, not harmed him. | summary judgment affirmed for O’Shea on Counts 4–5. |
Key Cases Cited
- Cowart v. Widener, 287 Ga. 622 (Ga. 2010) (denial of summary judgment requires no genuine dispute of a material fact)
- Strength v. Lovett, 311 Ga. App. 35 (Ga. App. 2011) (summary judgment standard in appellate review)
- Vann v. Finley, 313 Ga. App. 153 (Ga. App. 2011) (standard of review for de novo summary judgment)
- Pollman v. Swan, 289 Ga. 767 (Ga. 2011) (economic damages basis for summary judgment not required to prove exact amount)
- Dyer v. Honea, 252 Ga. App. 735 (Ga. App. 2001) (value generally for jury determination in damages cases)
- Williams v. State, 246 Ga. App. 347 (Ga. App. 2000) (owner can testify as to value with knowledge and experience)
- Southern Cellular Telecom v. Banks, 208 Ga. App. 286 (Ga. App. 1993) (value testimony and damages—jury question)
- Rental Equip. Group v. MACI, 263 Ga. App. 155 (Ga. App. 2003) (shareholder value/testimony admissible to compute damages)
- Duncan v. Klein, 313 Ga. App. 15 (Ga. App. 2011) (appellate review can affirm on alternative reasoning)