Atlanta Business Attorney Blog

If you are involved in a business dispute in Fulton County, you may be able to benefit from the county’s specially created business court. The Fulton County Business Court is unique to the county, and offers a forum for the speedy resolution of complex business cases. Though courts across the state have been hit with budget cuts that have greatly decreased the efficiency and resources available to the courts, the Fulton County Business Court has isolated funds that allow its continued operation.

In order to qualify for the Fulton County Business Court, Rule 1004 of the Business Case Division specifies that the case must be filed in the Fulton County Superior Court, involve a lawsuit where more than $1,000,000 must be in dispute. Rule 1004 specifies additional criteria that the lawsuit must have, including a claim Fulton County Business Court determines should allow it to take jurisdiction of the case, or a claim that falls under one of the following portions of the Official Code of Georgia:

• Georgia Securities Act of 1973;
• Uniform Commercial Code;
• Georgia Business Corporation Code;
• Uniform Partnership Act;
• Uniform Limited Partnership Act;
• Georgia Revised Limited Partnership Act; or
• Georgia Limited Liability Company Act.

Other types of cases may be heard by the Fulton County Business Court only with the express consent of all parties.

Many people in the Atlanta area turn exclusively to the courts to resolve business disputes and overlook arbitration as a means of effective alternative dispute resolution. Arbitration can be an effective means of dispute resolution, especially for parties who desire a fast resolution on a complex issue. The Official Code of Georgia, which generally states the laws of Georgia, contains a section laying out the necessary procedures for arbitration in Georgia. This section is generally referred to as the Georgia Arbitration Code, and is located at O.C.G.A. §9-9-1, et seq.

Arbitration, though very similar to the court system, can provide parties involved in business disputes with some unique advantages. First, it is the parties who dictate how they want the arbitration to proceed by designing their own timelines. Unlike in the Georgia court system, where it typically takes at least a year (or sometimes much longer) for a case to proceed to trial, the parties to an arbitration can schedule a final arbitration hearing within a few months after initiating the arbitration process. This is why many business contracts specify that arbitration is the required form of dispute resolution if a conflict arises. The caveat to this faster resolution is that unlike the court system – which is funded by taxpayer dollars and where parties need only pay nominal filing fees – arbitration associations are typically private business enterprises that require the parties to pay for the time of the arbitrator, who typically bills at a rate of several hundred dollars per hour.

Another advantage to arbitration is that the parties can select an arbitrator who has specialized training or experience in a technical or specialized area of the law. This is in marked contrast to the court system where judges, though generally knowledgeable on the law, may not have any pertinent experience related to a complex business matter, such as construction, intellectual property or employment. When parties use the court system, it is also important to note that they have no say in which judge is ultimately appointed to oversee their cases, while in arbitration, the parties typically collaborate in choosing a specific arbitrator.

When it comes time for a person to file a lawsuit in Georgia, there are many different courts to choose from. It is often confusing for a non-lawyer to determine which court is the proper one for his dispute. This blog will hopefully shed some light on the appropriate trial court in which to pursue disputes. However, this is by no means a comprehensive list. Make sure to contact an experienced business attorney for further guidance on choice of forum.

Superior Court: This court has exclusive jurisdiction to hear all civil business disputes concerning any amount of money between citizens of Georgia (1) where the party filing suit wants to force another party to act (affirmative equitable relief) and (2) where parties seek a determination as to ownership of land. Aside from these cases, superior courts can hear almost any other civil case, except those with certain specialized subject matter.

State Court: This court can hear almost all civil business cases between citizens of Georgia with the exception of cases where the superior court has exclusive jurisdiction or cases concerning specialized subject matter.

Continue reading " Courts in Georgia: Magistrate Court, State Court, Superior Court, Court of Appeals, Supreme Court, Federal District Court, Federal Appeals Court " »

Recently, we received an official looking letter in an official looking envelope sent to our client, a Georgia corporation. This letter instructed the Georgia corporation to fill out the included annual minutes requirement statement, and return the form along with a check for $125 to the address listed. The only indication that this letter came from a business was small type on the outer envelope, which stated “this is not a government document.” This letter is misleading as Georgia corporations DO NOT need to pay anyone to maintain corporate records, as it is perfectly acceptable for Georgia corporations to keep their own records. One of the only accurate assertions in the letter is that Georgia corporations may need to hold annual meetings and record minutes. For more information on records that should be kept by Georgia corporations, please refer to the Georgia Code or your corporation’s operating agreement.

It is important to note that some Georgia corporations do not need to keep corporate records. In order to avoid recordkeeping, Georgia corporations must identify themselves as statutorily close corporations by claiming the appropriate code section (O.C.G.A. §14-2-902) on the articles of incorporation filed with the Georgia Secretary of State. Corporations that are eligible for this election typically include small, family-owned corporations and ‘mom and pop’ businesses. However, prior to making the election, please contact an experienced Georgia business attorney to ensure that your business qualifies and that you properly make the election.

You go to the used car lot and fall in love with a specific car. You decide you absolutely have to have that car, but you only want it if it has never been in an accident. The salesman clearly tells you that the car is in perfect condition and has never been wrecked, so you happily sign the contract to purchase the car and drive it off the lot that day. Soon after purchasing the car, you take it to the mechanic for body and engine trouble, and you find out that the car had indeed been in an accident and that the salesman lied. What do you do?

This exact fact scenario occurred in the seminal case of City Dodge, Inc. v. Gardner, where the court stated the principle that the injured party gets to choose his remedy. The Georgia Court of Appeals stated in that case: “Where the purchaser of personal property has been injured by the false and fraudulent representations of the seller as to the subject matter thereof, he ordinarily has an election whether to rescind the contract, return the article, and sue in tort for fraud and deceit, or whether to affirm the contract, retain the article, and seek damages resulting from the fraudulent misrepresentation.”

The court in City Dodge, Inc. held that rescission was accomplished in the following scenario: When the buyer discovered the misrepresentation, “he notified defendant dealer that he was rescinding the purchase by reason of fraud simultaneously making an unconditional return of the automobile. When the dealer refused to accept such delivery the buyer made it a continuing tender by informing defendant he would place the car at his residence where it would remain and would not be used and where dealer was authorized to take possession thereof at any time.”

Continue reading " Fraudulent Representations involving Purchasing a Car - What should I do? " »

It is not uncommon for parties to a business dispute to completely disregard the mediation process and advance full steam ahead with litigation. Experienced business lawyers will tell you that this can be a costly mistake as sometimes all it takes to settle a dispute is a third party perform a reality check on the situation. Mediation allows parties to a business dispute to try to work out settlement terms that they can all live with, unlike a lawsuit, where a judge has the final decision.

In mediation, the parties employ a mediator, who is a third party neutral, to help them confidentially and cooperatively work toward a settlement. Typically, the parties will begin the process in the same room, where the mediator will explain how he or she operates. Then, the parties will each separately meet with the mediator and lay out their points of view and any possible resolutions. The mediator effectively guides the parties through the process and may assess each party’s position and point out how the dispute would likely play out in a court of law. During mediation, the parties can have as much or as little direct contact as they desire, which is sometimes to key to resolving disputes where there is bad blood between the parties.

The Georgia court system recognizes that mediation is a valuable tool in alternative dispute resolution, and many counties provide mediation and alternative dispute resolution information and resources on their court websites:

Continue reading " Mediation in the Greater Atlanta area (Alternative Dispute Resolution) " »

The Georgia Court of Appeals recently upheld a trial court ruling in the case of Wilks v. Overall Constr. Inc. that the 6 year statute of limitations from O.C.G.A. §9-3-24 applies for lawsuits to be filed in simple construction contract cases. This case makes two extremely important points: (1) people must abide by the time limits contained in the Official Code of Georgia if they want to ensure that their disputes will be heard; and (2) if you suspect something was constructed incorrectly, do NOT wait until you notice problems to have it inspected.

In this case, a homeowner hired a contractor to perform some construction on his home. This work was governed by a written contract signed by the parties. The work was completed on or about July 23, 1999, at which time the homeowner paid the contractor. Within a year, the homeowner began noticing problems, and over the course of the next 5 years, the contractor returned to perform repair work. Even after all of the repairs, the homeowner still noticed construction problems, and finally hired an engineer to inspect the construction in June 2007. The inspection revealed that there were deficiencies in the construction and the materials used, which prompted the homeowner to file suit in July 2007 for breach of contract – almost 8 years after the work was initially completed! Unfortunately for the home owner, he had waited too long to bring suit under the applicable statute of limitations, which resulted in dismissal of his lawsuit.

The important lesson to take from this case is that if you file suit for breach of a simple construction contract, you MUST make sure to do so within 6 years after work was substantially completed. Do NOT simply allow a contractor to make repairs, as the statute of limitations will not be adjusted to run from the most recent repair date. If only the homeowner in the Wilks case had ordered the inspection earlier, he could have filed suit prior to July 2005, thus ensuring that his case was heard.

Many people in the Atlanta area turn exclusively to the courts to solve business disputes and overlook arbitration as a means of effective alternative dispute resolution. Arbitration can be an effective means of dispute resolution, especially for parties who desire a fast resolution on a complex issue. The Official Code of Georgia, which generally states the laws of Georgia, contains a section laying out the necessary procedures for arbitration in Georgia. This section is generally referred to as the Georgia Arbitration Code, and is located at O.C.G.A. §9-9-1, et seq.

Arbitration, though very similar to the court system, can provide parties involved in business disputes with some unique advantages. First, it is the parties who dictate how they want the arbitration to proceed by designing their own timelines. Unlike in the Georgia court system, where it typically takes at least a year (or sometimes much longer) for a case to proceed to trial, the parties to an arbitration can schedule a final arbitration hearing within a few months after initiating the arbitration process. This is why many business contracts specify that arbitration is the required form of dispute resolution if a conflict arises. The caveat to this faster resolution is that unlike the court system – which is funded by taxpayer dollars and where parties need only pay nominal filing fees – arbitration associations are typically private business enterprises that require the parties to pay for the time of the arbitrator, who typically bills at a rate of several hundred dollars per hour.

Another advantage to arbitration is that the parties can select an arbitrator who has specialized training or experience in a technical or specialized area of the law. This is in marked contrast to the court system where judges, though generally knowledgeable on the law, may not have any pertinent experience related to a complex business matter, such as construction, intellectual property or employment. When parties use the court system, it is also important to note that they have no say in which judge is ultimately appointed to oversee their cases, while in arbitration, the parties typically collaborate in choosing a specific arbitrator.