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