Jubilee Development Partners, LLC v. Strategic Jubilee Holdings, LLC
809 S.E.2d 542
| Ga. Ct. App. | 2018Background
- Jubilee Investment Holdings (FI), formed to hold 2,718 acres in Florida; Jubilee Manager was formed to manage development. Membership of Jubilee Manager included Appellants Jubilee Development Partners and Minchew Enterprises and Respondent Strategic Jubilee Holdings.
- Dispute arose when Strategic Jubilee Holdings (Freeman, Novak) alleged Appellants failed to make required capital contributions and voted to remove Jubilee Manager as managing member, intending to donate much of the land to Florida.
- Appellants (and Jubilee Manager) sued in Florida seeking damages and injunctive relief and recorded a lis pendens; they also sent a letter to the Santa Rosa County Attorney asserting Jubilee Manager remained the managing member and mentioning the Florida suit.
- Florida court dissolved the lis pendens; Appellants voluntarily dismissed the Florida suit.
- Respondents then sued Appellants in Georgia for declaratory relief (that certain entities were not members due to missed contributions), breach of contract, and breach of fiduciary duty. Appellants moved to strike/dismiss under Georgia’s anti‑SLAPP statute. Trial court denied the motion; this appeal followed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Georgia claims are subject to OCGA § 9-11-11.1 (anti‑SLAPP) | Appellants: Georgia suit arises from their petitioning/free‑speech activity (Florida suit and county‑attorney letter), so anti‑SLAPP applies | Respondents: Georgia claims arise from corporate‑governance disputes and membership/compliance with operating agreements, not from protected speech | Court: Anti‑SLAPP does not apply because the Georgia claims arise from corporate governance/membership issues, not acts in furtherance of petition or free speech |
Key Cases Cited
- Rogers v. Dupree, 340 Ga. App. 811 (discussing de novo review and anti‑SLAPP standards)
- Emory Univ. v. Metro Atlanta Task Force for the Homeless, Inc., 320 Ga. App. 442 (threshold showing required that claims arise from statements/petitions connected to official proceeding)
- Adventure Outdoors, Inc. v. Bloomberg, 307 Ga. App. 356 (anti‑SLAPP protects against suits initiated in response to protected statements)
- Denton v. Browns Mill Dev. Co., Inc., 275 Ga. 2 (statute does not apply where claims do not arise from protected acts)
- Barnett v. Holt Builders, LLC, 338 Ga. App. 291 (defamation claims based on litigation‑related email subject to anti‑SLAPP)
- Metzler v. Rowell, 248 Ga. App. 596 (letter connected to pending litigation was protected; subsequent suit based on that letter subject to anti‑SLAPP)