Georgia Dermatologic Surgery Centers, P.C. v. David B. Pharis, 341 Ga. App. 305

David Pharis and Mark Baucom were co-owners/practitioners at Georgia Dermatologic Surgery Centers, P.C. (GDSC); Baucom removed Pharis as employee, officer, and director.
Pharis sued; trial court (and this Court on appeal) held Baucom lacked authority to terminate Pharis and ordered reinstatement; later trial on damages proceeded.
After removal, Pharis operated his own clinic; corporate records and filings listed Baucom as the sole officer/director for years after the termination.
Prior to the damages trial, Baucom threatened suit alleging Pharis breached fiduciary duties; Pharis then sued for declaratory relief and, relevant here, indemnification under OCGA § 14-2-852 for expenses from a separate earlier 2013 suit in which Pharis prevailed.
GDSC and Baucom counterclaimed derivatively for breach of fiduciary duty, usurpation of corporate opportunities, civil conspiracy, and fees; the trial court granted summary judgment to Pharis on all counterclaims based on equitable estoppel and granted Pharis summary judgment ordering GDSC to indemnify him under OCGA § 14-2-852.
On appeal this Court affirmed the indemnification ruling but vacated the grant of summary judgment on the counterclaims and remanded for further proceedings.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Baucom and GDSC were estopped from asserting Pharis remained an officer/director, defeating derivative counterclaims for breach of fiduciary duty and usurpation of corporate opportunity	Pharis: corporate records and subsequent conduct showed he was not reinstated as officer/director; Baucom’s conduct (listing himself sole officer/director and operating without Pharis) estops Baucom from later asserting otherwise	Baucom/GDSC: factual disputes exist on elements of equitable estoppel; trial court relied on equitable principles improperly	Vacated: appellate court found the record insufficiently developed to affirm on the trial court’s equitable-estoppel reasoning and remanded for further proceedings
Whether GDSC must indemnify Pharis under OCGA § 14-2-852 for reasonable expenses from his successful defense in the 2013 litigation	Pharis: statute mandates indemnification for a director who was wholly successful in the defense of a proceeding in which he was sued because he was a director	Baucom/GDSC: contention that a fact question exists whether Pharis was sued in his capacity as a director (versus other capacities), which could preclude indemnification	Affirmed: court held the statutory mandatory indemnification applied because the 2013 complaint alleged claims against Pharis as a director and he was wholly successful in his defense

Georgia Dermatologic Surgery Centers, P.C. v. Pharis, 323 Ga. App. 181 (2013) (prior appellate decision addressing Pharis’s wrongful termination and reinstatement)
Kim v. Park, 277 Ga. App. 295 (2006) (elements of equitable estoppel)
Collins v. Grafton, Inc., 263 Ga. 441 (1993) (no estoppel where parties have equal knowledge)
City of Gainesville v. Dodd, 275 Ga. 834 (2002) ("right for any reason" affirmance principle)
Bullington v. Blakely Crop Hail, Inc., 294 Ga. App. 147 (2008) (requirements for affirming on alternative grounds presented below)
McRae v. Hogan, 317 Ga. App. 813 (2012) (appellate options when trial court bases decision on one theory)
Crocker v. Stephens, 210 Ga. App. 231 (1993) (OCGA § 14-2-852 mandatory indemnification analysis)
Kim v. Lim, 254 Ga. App. 627 (2002) (discussing limits of Crocker on other grounds)