*1 258 Dan Carroll may job-related.” complained of injury ity that the 741) (1984); also see Mills, 558, Ga.
River (124 SE2d Reavis, App. Auto Transit Complete that standard, agree with the we Applying that suffi- not constitute did Gossage or his wife February by 1985 contact said to indi- nothing was because under OCGA cient notice notice The written injury job-related. that possibility cate 1985, 10, salvage could attorney March Gossage’s on by mailed not made because timely notice if was shown that claim Review of above. Code section the reasons delineated one of showing. to make that Gossage failed that the entire record discloses prejudiced obviously was department the fire emphasizes He by the fire chief’s notice, timely as demonstrated by give his failure to the claim dif- not have handled would testimony department injuri- him immediately informed ferently Gossage had even However, concomitant ignores he job. on the ous sneeze occurred giving excuse for showing a reasonable evidentiary burden of fact, never Gossage proceeding, Throughout requisite notice. department fire timely notifying the for not proffered any excuse court, board, nor this superior neither the job-related injury, and sufficient, timely notice of for the claimant. No may court invent one case, in this employer having given job-related injury Gossage’s law claim was barred. a matter of J., J., concur. Birdsong, Pope, Judgment reversed. Decided March Rehearing denied March Jr., Conn, Ferguson, A.
Ann B. John appellants. Hartman,
Don L. appellee. COMPANY, 73017. GEORGE C. CARROLL CONSTRUCTION COMPANY. INC. v. LANGFORD CONSTRUCTION (355 SE2d Judge.
Beasley, appeals grant Langford’s motion for Carroll complaint. of Carroll’s four-count judgment as to counts one and two Langford on contractor who subcontracted with Carroll is an Alabama per- Troup County. alleged Count one projects two construction recovery mater- sought of labor and formance under one contract and perform on the other expended. alleged ials Count two readiness profits contract Langford; damages but non-utilization for lost were demanded. motion,
Both answer and that Carroll had Langford asserted of access to courts because it was a nonresident con- comply requirements tractor which failed had with the bond *2 An OCGA 48-13-32. affidavit the construction con- established § $10,000. in tracts involved sums excess of In opposition, complied Carroll’s with affidavit stated that had tax Georgia the and license laws of and had been audited several times the state. It was also shown that Carroll had received a cer- authority tificate of of State to transact business Further, in Georgia pursuant seq. to OCGA et 14-2-310 Carroll had § registered agent registered and a office in this state. that, The trial agreements court concluded since both involved $10,000 consideration exceeding and Carroll did not file a bond with the state Revenue required by Commissioner as OCGA § Carroll had rights Georgia no access to the. courts. OCGA 48-13-37. § Partial judgment granted and counts one and two were dismissed.
Under OCGA seq. 48-13-30 et a nonresident contractor as de- § (OCQA 48-13-30), fined engage contracting who desires to the § in Georgia, register must with the Revenue Commissioner price when the total contract compensation or to be received amounts (OCGA $10,000 48-13-31), to more than contracting and before § (OCGA 48-13-32). must execute a bond register One who fails to or § comply any provision with of the article forfeits to maintain an action to recover on the contract. OCGA 48-13-37. §
Carroll contends it should not be considered a nonresident con- tractor because of its activities and because obtained a authority. certificate of provides that a foreign cor- § poration with a enjoy the same duties, restrictions, etc., and be subject to the same as a corporation. domestic urges compliance Carroll with OCGA 14- seq. 2-310 et seq., took it out of OCGA et effect that the former controls the latter. Carroll contends further that its activi- ties and conduct jury question the state were such that at least a presented as to its status. corpo-
OCGA 14-2-311 does not foreign serve to domesticate a merely It gives foreign corporation equal gener- an status ration. ally, corporation but a foreign with a certificate of is not entirely equivalent corporation. to a domestic thing, legis- For one grant lative “rights privileges” foreign corporation to a does immunity regulation enjoyed by include from taxation or do- Roberts v. corporations. Lipson, mestic
(1973). Statutory
Image
Mills v.
construction was undertaken
(1978):
(1) (245
Vora,
“[a]
reg-
Georgia
without
lawfully transact business
corporation cannot
and,
22-1401,
regis-
if
Ann.
mere
Code
istering
accordance with
Georgia
resident
thereby became
corporation
that a
tering meant
rendered
then
Code section would be
purposes,
Code
8-108
transacting business
foreign corporation
virtually meaningless, as no
Therefore, con-
could be a “nonresident” thereunder.
within
assertion,
shows
of the two statutes
trary
appellant’s
construction
necessarily
its
8-108
shed
does
Georgia.”
business within
by transacting
nonresidence
legislative
rule in
construction
enactments
“The cardinal
Assembly
passage
true
of the General
to ascertain the
intention
498).
371, 106 ALR
Heery,
of the law. Gazan
When statute the nonresident contractor was enacted in Geor- specifically corporations excluded authorized to do business 1961, p. During gia registration requirements. from its Ga. L. (Ga. predecessor time the to OCGA 22-1601 Corp. provided corpora- of foreign Code of domestication powers tions which then have the same and as Geor- would corporations. corporate completely In code revised gia 1968 the was of by Corp. genesis enactment of the Ga. Business Code. This the (a): present foreign corporation of language the “No right shall have the to transact business this state until it shall procured have a certificate of to do so from State, except requires foreign that when another statute corporations particular qualify a class to to transact thereunder requirements gov- state of such other statute shall this ern.”
In delete the 1972 the nonresident contractor act amended to in the provision foreign corporation to do business that “a authorized required provisions. shall not act’s register” state be to under the Co., Power Thompson v. Ga. a principle “revising enunciated statute is effect
legislative declaration that is the new statute whatever embraced prevail, shall is shall and whatever excluded therefrom be discarded.” Clearly required since a register nonresident contractor is to to action payment performance order maintain an to recover interpretation contract the courts of this No state. is viable. language The is as is express legislature, clear intent of the result- ing application a harmonious the two code sections. laws,
Had there in the con- conflict act would trol as the last expression legislative spe- will because is and it cifically oriented and directed Since 48- exact issue. OCGA § seq. law, 13-30 et applicable properly as a matter of trial court defendant’s motion for as to one judgment counts and two. Judgment J., Birdsong, McMurray, J., Carley P. affirmed. Sognier, Banke, JJ., J.,
and concur. P. in the judgment concurs Deen, only. J., Pope Benham, JJ., P. dissent.
Benham, Judge, dissenting.
I am agree unable to with the harsh results obtained from the ruling that, of the majoriy law, every as a matter of contractor is a corporation that to file fails a bond the State Reve- required nue Commissioner as OCGA thereby 48-13-32 denied rights access courts under In my OCGA 48-13-37. view, scheme, the statutory as well the cases these interpreting laws, contemplates that a foreign corporation when such obtains acquires status of a resident contractor it privi- same leges corporation, as a Georgia whether has done is a so question jury. fact to determined (a)
OCGA pertinent part: corpo- recites in “No foreign shall ration have the this transact business state until procured have a certificate of to do so from the Secre- tary Any of State. . . . to which *4 is shall subject licensing to all the and regulatory of relating statutes kind to businesses of the which the for- eign corporation in proposes to this OCGA 14-2-311 transact state.” revoked, provides that until withdrawn or once a certificate of author- ity same, issued “enjoy but and, greater, rights corporation and domestic . . . ex- as a provided cept chapter, as otherwise subject this shall be to the duties, restrictions, penalties and or im- same liabilities now hereafter posed upon corporation a domestic of like character.” Vora, Image
While
held in
Mills v.
App.
this court
(245
882)
compliance
(1978),
registration
with
that mere
SE2d
foreign corporation necessa-
does
mean that a
not
holding
rily
status,
not
that
does
dictate
sheds its nonresident
obtaining
Here,
a
of
so.
to
certificate
cannot do
addition
pertinent,
appellant,
State,
all times
at
registered
Columbus,
a business office
a
office and
maintained
Georgia.
LaGrange,
Georgia,
The
license
obtained
president
appellant’s
filed
state tax
showed that he had
all
affidavit
and
acquired
question
reports
years
withholding
for the
tax returns and
necessary
licenses; in
addi-
all the
state business
vehicle
appel-
Department
an audit of
the State
of Revenue conducted
tion
lant’s
Georgia,
including
paid
records,
a review of all taxes it
years
through
10- months of
V2
Supreme
Fowler,
in Gorrell v.
248 Ga.
The
Court stated
(5) (286
13) (1982) (appeal dismissed,
SC
does not obtain a certificate voidable at the instance of party to the contract. contemplates OCGA 48-13-35 further nonresident contractor would unlikely to establish an office within requires state since it a nonresident appoint contractor Secretary of agent process. State as for service of
There was appellant uncontradicted evidence this case that had submitted itself jurisdiction to the complied this state and applicable all the statutes to achieve the status of a domestic corporation or Moreover, resident appellant contractor. showed that duly paid it had all fees, state and local thereby taxes and license posing no risk of loss of revenue require which would the posting of a nonresidence bond. There being explicit statutory definition of what a is, nonresident in my opinion contractor the motion partial for summary judgment should have been denied and the issue as to whether appellant was a nonresident contractor or a resident contrac- tor with standing to sue should have been submitted jury. Ac- cordingly, I respectfully dissent.
I am authorized to state that Presiding Judge Judge Deen and Pope join this dissent.
Decided March 1987.
J. Philip Day, appellant. for
Timothy Minors, S. appellee. Bowers, Michael J. Attorney General, Perry Michael, H. First Assistant Attorney General, Verley Spivey, Runnion, J. A. David General, Senior Assistant Attorneys amicus curiae.
73059. In of C. D. B. Interest Benham, Judge.
Appellant, father, D. B.’s appeals natural from an order ter- minating parental his granting adoption petition an filed by C. D. B.’s mother’s husband. Appellant first application filed an discretionary appeal Supreme Court. application denied, When that
filed timely appeal direct Supreme that court. The Court trans- ferred the case to this court because the constitutional issues on which the invocation of that court’s jurisdiction was based were not raised the trial court.