East Point Amusement Co. v. Storey

Duckworth, Chief Justice. The exceptions are to the judgments overruling demurrers to a petition and renewals of these demurrers to the petition as amended, and in this fashion there is built up a record of 178 pages. This is a minority stockholder’s action under Code §§ 22-710 and 22-711. The amended petition alleges that two of the directors, representing stockholders owning 50% of the corporate stock, gave assets of the corporation to the president in exchange for all of his stock, the value of said assets exceeding the value of his stock in the approximate amount of $75,000. It alleges that these two stockholders, each of whom owns one-fourth of the corporate stock, before the purchase of the president’s one-fourth made the trade for the purpose of thereby acquiring for themselves control of the corporation. These allegations are treated as true on demurrer, and they show this large loss to the corporation in order that these stockholders might thereby acquire corporate control. The decision in Collier v. Mayflower Apartments, 196 Ga. 419 (26 S. E. 2d 731), is clearly applicable, and requires an affirmance of the judgments overruling the demurrers. Judgment affirmed. All the Justices concur. C. Baxter Jones, Jr., Sutherland, Asbill & Brennan, for plaintiffs in error. Philip H. Alston, Jr., Alston, Sibley, Miller, Spann ■& Shackelford, Bird & Howell, Eugene Branch, Frazer Durrett, Jr., contra.