Georgia Business Litigation

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Sale of business; liquidated damages for breach of contract

And they call some tort cases frivolous!?
In Caincare Inc. v. Ellison, decided 3/15/05 in the Georgia Court of Appeals, a contract for sale of a pharmacy provided liquidated damages if the buyer failed to cease all use of the old store name within six months. An employee programmed the old name in the header … Continue Reading

Employment contract – covenant not to compete held unreasonable and overbroad

In Fellows v. All Star Inc., decided 3/17/05, the Georgia Court of Appeals held that the non-competition covenant in an employment contract was unreasonable and overbroad when it prohibited the former employees from contacting or soliciting any customer of the employer, no matter where located and no matter whether the employees had had contact with … Continue Reading

Shareholder’s Rights, Covenants Not to Compete

In Albany Bone & Joint Clinic PC v. Philip D. Hajek MD, the Georgia Court of Appeals ruled on 3/11/05 that a medical clinic’s bylaws, which entitled all departing shareholders to the book value of their stock, did not constitute a financial “penalty” on shareholders who left the clinic to work for a competitor. The … Continue Reading

A win for the home team in dentist’s disability insurance case

A federal court win for the home team was just published at Giddens v.The Equitable Life Assurance Society of the United States, 356 F.Supp.2d 1313(N.D.Ga.,2004) [Westlaw $$$].
We represented a dentist / real estate developer on a disability insurance claim after he had liver failure requiring a liver transplant at the Mayo Clinic. The insurance company … Continue Reading

Work Product Privilege; Piercing Corporate Veil; Unjust Enrichment

The McKesson – HBOC merger led to a legal morass due to allegations of accounting irregularies at HBOC. A few months later, McKesson discovered that, due to accounting fraud, HBOC’s common stock had been overvalued and that, consequently, McKesson had paid too much for it. McKesson hired a law firm and accounting firm to … Continue Reading

Breach of Contract, Implied Duty of Good Faith and Fair Dealing; Fraud

Company A entered two intellectual property licensing agreements with Company B, but a year later was $3 million behind on payments and unable to pay the debt. Company B agreed to forgive the debt in exchange for software developed by Company A, with a provision that Company B would pay Company A net profits from … Continue Reading

Real estate litigation — buyer’s failure to get complete environmental assessment treated as contributory or comparative negligence

In Prime Retail Dev. Inc. v. Marbury Eng’g Co., Case # A04A1275, decided by the Georgia Court of Appeals on 11/19/04, the court held that evidence that the plaintiff chose to close on commercial real estate, which used to be a service station, without reviewing the Phase 1 environmental audit conducted by the defendant supported … Continue Reading