Grapefields, Inc. v. Kosby
309 Ga. App. 588
| Ga. Ct. App. | 2011Background
- Kosby Trust, a Grapefields stockholder, demanded inspection of Grapefields' corporate records under OCGA § 14-2-1602; Grapefields did not respond.
- Kosby sought an inspection order and attorney-fee recovery under OCGA § 14-2-1604 in superior court.
- The superior court ordered inspection and copying and awarded Kosby $25,220 in attorney fees under OCGA § 14-2-1604(c).
- Grapefields challenged the award, presenting only a written response to an attorney affidavit; the hearing transcript was omitted from the record.
- The appellate court applied the any-evidence standard and affirmed the fee award, noting Grapefields waived any evidentiary challenge.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the attorney fees were properly awarded | Kosby: fees incurred to obtain the order were proper; good-faith doubt not shown. | Grapefields: some fees were not incurred to obtain the order or were unreasonable. | Affirmed; some evidence supports the award and good-faith standard not met by Grapefields. |
| Whether Grapefields waived its evidentiary challenge to the fees | Kosby argues Grapefields waived by not presenting live evidence and relying on a written response. | Grapefields contends it preserved challenges by record, but failed to present hearing evidence. | Waived; appellate record shows opportunity for evidentiary challenge but right was waived. |
| Whether the court's standard of review was proper under OCGA § 14-2-1604(c) | As the statute uses mandatory 'shall,' any evidence suffices to uphold if not proven in good faith. | Challenge to reasonableness and scope of fees should be scrutinized with evidentiary testing. | Correct standard; there was sufficient evidence to support the fee award. |
Key Cases Cited
- Barnett v. Fullard, 306 Ga.App. 148 (2010) (discusses procedure under 14-2-1604(a)-(c))
- Tavakolian v. Agio Corp., 304 Ga.App. 660 (2010) (evidentiary hearing waiver considerations)
- Motor Warehouse v. Richard, 235 Ga.App. 835 (1998) (limitations on evidentiary presentation at fee hearing)
- Haggard v. Bd. of Regents, etc., of Ga., 257 Ga. 524 (1987) (mandatory nature of award unless good faith denial shown)