Kent v. Mitchell
319 Ga. App. 115
Ga. Ct. App.2012Background
- Mitchell obtained a fee arbitration award against Kent, P.C. for a $2,500 retainer refund; the arbitrators awarded Mitchell a refund from Kent, P.C. on February 20, 2009.
- Mitchell then applied to confirm the arbitration award under the State Bar of Georgia’s Fee Arbitration Rules and OCGA § 9-9-12; the application was granted, yielding judgment.
- In Mitchell’s confirmation petition, the respondent was changed to “Jeffrey B. Kent” personally, omitting the corporate respondent.
- Kent argued he was not a party to the arbitration or award, but the trial court entered judgment against him individually.
- The record showed the arbitration award named Mitchell and Jeffrey B. Kent, P.C. as the parties, with the panel ruling against Kent, P.C. for a fee dispute; the corporation and the individual are distinct legal entities.
- The majority reversed, holding that changing the respondent from the professional corporation to the individual is a substantive modification of the award.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the trial court substantively modified the award by changing the respondent. | Mitchell | Kent | Yes; modification was substantive and improper. |
| Whether Kent, as an individual, could be bound under the State Bar rules. | Mitchell | Kent | The court should treat Kent as personally liable based on the State Bar rules and evidence in the record. |
| Whether the record supports confirming the award against Kent personally. | Mitchell | Kent | Record insufficient for personal liability; reversal warranted on this basis. |
Key Cases Cited
- Thacker Constr. Co. v. A Betterway Rent-A-Car, 186 Ga. App. 660 (1988) (an award can be modified but not substantively)
- Boats for Sail v. Sears, 158 Ga. App. 74 (1981) (record completeness and rights to remedy on appeal)
- Farley v. Bothwell, 306 Ga. App. 801 (2010) (State Bar arbitration framework and fairness)
- Henderson v. HSI Financial Svcs., 266 Ga. 844 (1996) (professional corporation and shareholders’ rights)
- Clarence L. Martin, P.C. v. Wallace, 248 Ga. App. 284 (2001) (corporate entity distinct from individual; autonomy of entity)
- Boats for Sail v. Sears, 158 Ga. App. 74 (1981) (record completeness and remedy framework)