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Kenneth Callaway et al.v.Larry Garner, Sr. et al.

CourtCourt of Appeals of Georgia
Docket No.A13A2150
DecidedMarch 25, 2014
Reporter327 Ga. App. 67, 755 S.E.2d 526
JudgesPresiding Judge Barnes authored the opinion; Judge Miller concurred, and Judge Ray concurred in the judgment only
Tags
CivilContract LawBusiness LawContract InterpretationPreservation of ErrorDamagesCivil ProcedureReversal
Case Summary

The Callaway Estate was ordered to specifically perform an agreement to purchase the Garners’ shares in Callaway Blue Springs Water Company for $1.2 million. The Estate argued that the agreement violated shareholder transfer restrictions, that prejudgment interest was unavailable, and that attorney fees were improper. The Georgia Court of Appeals held that the parties formed a binding unconditional contract at a meeting where the price and subject shares were accepted. The other shareholders had actual notice of the transaction and waived any contractual option rights by pursuing an alternative deal instead of objecting. The Court also upheld prejudgment interest in a specific-performance case. It reversed the attorney-fee award, however, because the trial court’s findings showed bad faith by other family members rather than by the decedent who made the purchase agreement. The Court affirmed in part and reversed in part.

Opinion

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Kenneth Callaway et al. v. Larry Garner, Sr. et al. — The Atlanta Gleaner