Case Information
*1 THIRD DIVISION
BARNES, P. J.,
MILLER аnd BRANCH, JJ. NOTICE: Motions for reconsideration must be physically received in our clerk’s office within ten days of the date of decision to be deemed timely filed.
http://www.gaappeals.us/rules/
November 12, 2014 In the Court of Appeals of Georgia
A14A1369. RIGBY et al. v. BOATRIGHT et al.
M ILLER , Judge.
The Satilla Rural Electric Membership Corporation (“Satilla”) disqualified
Jerry E. Boatright from running for the Board of Directors (“the Board”) seat
representing Bacon County. Thereafter, both in his individual capaсity and
derivatively on behalf of Satilla’s members, Boatright sued Satilla and the individual
Board members, as well as members of the Board’s Credentials and Elections
Committee for injunctive and declaratory relief and for a writ of mandamus to place
his name on the ballot for the Board election. The parties stipulated to сertain facts
and, after a hearing, the trial court granted Boatright a writ of mandamus, finding that
the decision to disqualify him was arbitrary and capricious. Five members of the
Board, Julian Rigby, Thomas J. Morris, Herman Sellers, Scott Day, and Fred C.
*2
Harrison, Sr. (collectively “Appellants”) appealed,
[1]
and the Georgia Supreme Court
reversed, holding that mandamus relief was not available to enforce thе purely private
right that Boatright asserted.
Rigby v. Boatright
,
On remand, the trial court reiterated that the decision to disqualify Boatright was arbitrary and capricious, granted Boatright’s requests for declaratory and injunctive relief, enjoined the Board from declaring Boatright disqualified and again ordered the Board to place Boatright on the ballot. Appellants appeal again to this Court, [2] contending that (1) the trial court erred in finding that the decision to disqualify Boatright was arbitrary and capricious and (2) the trial court erred in granting Boatright injunctive relief. For the reasons that follow, we affirm.
[A] trial court has broad discretion to fashion equitable remedies based upon the exigencies of each case, and we have held that a trial court should craft an injunction in a manner that is the least oppressive *3 to the defendant while still protecting the valuable rights of the plaintiff. Moreover, where there are conflicts in the evidence and a trial court, in reviewing those conflicts, grants an injunction, an appellate court will not disturb the injunction the trial court has fashioned unless there was a manifest abuse of discretion.
(Footnotes omitted.)
Goode v. Mountain Lake Investments, LLC
,
Satilla is a nonprofit public service electric cooperative serving members in South Georgia, including Bacon County, where Boatright and Rigby reside. The Board is made up of Satilla’s members and eаch Board member represents a separate district served by Satilla. Satilla’s Bylaws, Art. III, § 5.03; Art. IV, §§ 1-2. Candidates for Board membership are nominated by a committee made up of Satilla members who are appointed by the Board. Satilla’s Bylaws, Art. IV, § 3. Additional candidates may also be nominated by collecting the signatures of 150 Satilla mеmbers who live in the district that the candidate seeks to represent. Id. Petitions for nomination must be submitted at least 90 days prior to the election. Satilla’s Bylaws, Art. IV, § 3. The *4 Board also appoints a Credentials and Elections Committee (“the Elections Committee”), made up of Satilla members who are not currently Board members or members of the nominating committee. Satilla’s Bylaws, Art. IV, § 8.
Under Satilla’s bylaws, “no person shall be eligible to become or remain a
Board Member of Satilla unless . . . he/she is in no way employed by or financially
interested in a competing enterprise, a business selling electric energy, or a business
from which Satilla is presently contraсting with for services or supplies.” Satilla’s
Bylaws, Art. IV, § 2. See
Rigby
, supra,
On May 29, 2012, Boatright, who is a member of Satilla, timely submitted a
petitiоn to the Elections Committee nominating him as an additional candidate for the
October 2, 2012 election to the Board for the seat representing Bacon County. ,
supra,
On June 13, 2012, Rigby objected to Boatright’s qualifications to be a member
of the Board, based upon Bоatright’s financial interest in Pike Electric, LLC
*5
(“Pike”).
[3]
See
Rigby
, supra,
According to Satilla’s bylaws, Art. IV, § 8, it is the responsibility of the Elections Committee to:
establish or approve . . . аny ballot or other voting, . . . to rule upon all other questions that may arise relating to . . . the election of directors (including but not limited to the validity of petitions of nominations or the qualifications of candidates and the regularity of the nominations and elections of directors), and to pass upon any protest or objeсtion with respect to any election . . . . The [Elections] Committee’s decision (as reflected by a majority of those actually present and voting) on all matters covered by this Section shall be final.
Before the Elections Committee met with regard to Boatright’s petition, Satilla’s
attorney gave the Elections Committee а written opinion concluding that Boatright’s
*6
independently-held retirement plan and ownership of Pike stock did not create a
financial conflict of interest disqualifying Boatright from serving on the Board.
Additionally, Boatright sold his Pike stock and converted his Pike retirement account
before the meeting. See
Rigby
, supra, 294 Ga. at 253. Nevertheless, citing the
financial interest provision of the bylaws, the Elections Committee formally ruled on
June 21, 2012, that Boatright was not qualified to serve on the Board.
Rigby
, supra,
Thereafter, on June 28, 2012, Boatright filed what the parties stipulate was a
second petition for nomination as a candidate. See
Rigby
, supra,
1. Appellants contend that the trial court erred in granting relief to Boatright because the Elections Committee’s decision to disqualify Boatright wаs made in good faith and with honest judgment. We disagree.
“Satilla’s bylaws are construed according to principles of contract law.” ,
supra,
“The requirement that a party exercise good faith and honest judgment, even where the contractual language grants the party discretion, arises from the implied duty of good faith and fair dealing imposed upon virtually every contract under Georgia law.” (Citation omitted.) Capital Health Mgmt. Group, Inc. v. Hartley , 301 Ga. App. 812, 817 (1) (689 SE2d 107) (2009). “The concept of good faith encompasses basic notions of fairness and commercial reasonableness.” (Citation and punctuation omitted.) Id. Even where a Board’s decision is final, the Board’s discretion is not absolute and thе Board’s decisions are still subject to the standards of good faith and honest judgment. See Planning Technologies , supra, 290 Ga. App. at 719.
A decision that is made for arbitrary or capricious reasons, is based on an
improper pecuniary motive, or is predicated on dishonesty or illegality is not made
*8
in good faith. See
Planning Technologies
, supra,
Under these standards, by finding that the Elections Committee’s decision was
arbitrary and capricious, the trial court necessarily found that the Elections
Committee’s decision was not made in good faith.
Planning Technologies
, supra, 290
Ga. App. at 720. As set forth above, we review the trial court’s factual findings under
the clearly erroneous test, and we will not disturb the trial court’s findings of fact if
thеre is any evidence to sustain them. See
Patel v. Patel
,
Appellants argue that the Elections Committee acted reasonably by using the
date of Boatright’s initial application to determine whether he was disqualified due
to a financial conflict of interest and by refusing to consider Boatright’s second
petition, since the bylaws provide that the decisions of the Elections Committee are
*9
final. Satilla’s Bylaws, Art. IV, § 8. Regardless of the Elections Committee’s
discretion to decide which date to use, their decision to disqualify Boatright could not
be arbitrary and capricious. See
Planning Technologies
, supra,
Contrary to Appellant’s argument, some evidence supports the trial court’s
finding that thе Elections Committee’s decision was arbitrary and capricious. First,
at the time of the Elections Committee’s vote, it is undisputed that Boatright no
longer held any stock in Pike or any financial interest in Pike’s retirement plan and
thus was a qualified candidate. Second, even before Boatright sold his Pike stock and
converted his retiremеnt account, the Board’s own attorney recommended that
Boatright be deemed qualified on the ground that stock ownership and a retirement
account do not pose a significant financial conflict of interest. , supra, 294 Ga.
at 253. Third, Boatright was subjected to disparate treatment in that Rigby’s
qualifications to serve on the Board were never challenged despite the fact that he
owned an interest in a business that sold propane to Satilla during some part of his 15
years as a Board member. Finally, the Elections Committee refused to consider
Boatright’s second petition, even though that petition was timely filed more than 90
days before the election, and, as of the date of the second application, Boatright had
*10
undisputably divested himself of any financial interest in Pike and was a qualified
candidate. On this record, the trial court’s factual finding that the decision to
disqualify Boatright was arbitrary and capricious is supported by some evidence and
must be upheld. See
Patel
, supra,
2. Appellants contend that the trial court’s order that the Board place Boatright on the ballot is improper mandamus relief by another name. We discern no error.
After holding that Boatright was not entitled to a writ of mandamus, the
Supreme Court noted that “this does not mean that Boatright is left without a remedy.
Rather, the right hе seeks to enforce may be addressed by a court of equity.”
Rigby
,
supra,
As set forth above, trial courts have broad discretion to fashion equitable
remedies, and an appellate court will not disturb a trial court’s injunction absent a
manifest abuse of discretion. See
Goode
, supra,
Appellants contend that the only affirmative relief requested by Boatright wаs a writ of mandamus and make much of the fact that the trial court’s orders before and after remand contained identical language ordering the Board to place Boatright on the ballot. In his complaint, Boatright requested a writ of mandamus requiring the Elections Committee to place his name on the ballot. Boatright аlso requested injunctive relief prohibiting the Elections Committee from holding an election until it issued a ballot with Boatright’s name on it. In its initial order, issued on November 5, 2012, the trial court granted “Plaintiff’s prayers for declaratory judgment and a Writ of Mandamus” and ordered the Board to issue a ballot including Boatright as a candidate for the Board seat representing Bacon County. In the December 3, 2013 order issued on remand, the trial court granted “Plaintiff’s prayers for Declaratory Judgment and Permanent Injunction,” enjoined the Board from declaring Boatright disqualified and again ordered the Board to place Boatright on the ballot.
The mere fact that a court оrder is mandatory, rather than prohibitive, does not
transform injunctive relief into a writ of mandamus,
[5]
and an injunction is not void
merely because it is mandatory in nature. See
Taylor v. Evans
,
“A mandatory injunction is an extraordinary remedy, one of the most pоwerful
a court can issue.”
Mabry
, supra,
Nevertheless, where, as here, the trial court has declared that a party is
obligated to perform certain contractual duties, the trial court does not abuse its
discretion in issuing a mandatory injunction. See
Mabry
, supra,
In sum, the trial court’s finding that the Election Committee’s decision was arbitrary and capricious is supported by the evidence in the record and the trial court did not abuse its discretion in ordering injunctive relief.
Judgment affirmed. Barnes, P. J., and Branch, J., concur .
Notes
[1] The remaining members of the Board, as well as the members of the Credentials and Elections Committee and Satilla itself, did not appeal the trial court’s decision.
[2] Appellants initially filed this appeal in the Georgia Supreme Cоurt, which transferred the case to this Court.
[3] Rigby, whose nephew was a longtime Satilla employee, also objected to Boatright’s qualification on the ground that Boatright’s son was a manager at Satilla and had worked there for more than 20 years. Satilla’s nepotism policy prohibits the hiring of relatives (including children, nieces аnd nephews) of current employees and Board members. On appeal, however, Appellants have abandoned the claim that Boatright was disqualified under the nepotism policy.
[4] Satilla Bylaws, Art. IV, § 8.
[5] “Mandamus is an extraordinary remedy to compel a public officer to perform
a required duty when there is no other adequatе legal remedy.” (Citation omitted.)
James v. Montgomery County Bd. of Ed.
,