Comolli v. Comolli Granite Co., 29353
| Decision Date | 08 January 1975 |
| Docket Number | No. 29353,29353 |
| Citation | 211 S.E.2d 750,233 Ga. 461 |
| Parties | Felix COMOLLI v. COMOLLI GRANITE COMPANY et al. |
| Court | Georgia Supreme Court |
Kaler, Karesh & Frankel, Ira L. Rachelson, Glenville Haldi, Atlanta, for appellant.
Heard, Leverett & Adams, E. Freeman Leverett, Elberton, for appellees.
Syllabus Opinion by the Court
This is an appeal from an injunction ordered by the Superior Court of Elbert County in a suit concerning management of a closely held corporation. The facts surrounding the litigation and the points of law applicable thereto being of interest only to the parties, no detailed discussion will be given herein; and except as supplemented and modified in the following discussion, the comprehensive opinion of the superior court is adopted as the opinion of this court, and we affirm on the basis thereof.
1. Appellant's contention that equitable estoppel to contest the validity of certain share certificates will not lie against him because he has been guilty of no deception to the injury of the adverse party, is inapplicable to these facts. The estoppel operating here is well exemplified by the following language from Chalverus v. Wilson Mfg. Co., 212 Ga. 612(4), 94 S.E.2d 736: '(W) here stockholders in a corporation participate in the performance of an act, or acquiesce in and ratify the same, they are estopped to complain thereof in equity.' A similar estoppel was described in Bloodworth v. Bloodworth, 225 Ga. 379, 386, 169 S.E.2d 150, 156: 'The plaintiff widow, owning and controlling 119 shares of Sunrise stock, knew of and acquiesced in said agreement (between Sunrise and others) and its application and consummation for over 10 years, accepted the results thereof, and is estopped from setting up or claiming any alleged invalidity or impropriety thereof.' The superior court did not err in applying the estoppel complained of.
2. We will not consider here any attack on the validity of the shares held in the name of Mario Comolli nor the proxy applicable thereto, as this question was raised for the first time on this appeal.
3. Considering the superior court's ruling designated 'Seventh,' holding that shareholders may act through an attorney at law in calling a special meeting of the corporation's shareholders, this holding is directly supported by Code Ann. § 22-604(a) which permits the notice of the meeting to be given 'by or at the direction of the . . . persons calling the meeting . . .' (Emphasis supplied) as well...
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...find any mention of such a claim. We will not consider a theory of recovery raised for the first time on appeal Comolli v. Comolli Granite Co., 233 Ga. 461, 211 S.E.2d 750 (1975). See also Delta Air Lines v. Issacs, 141 Ga.App. 209, 233 S.E.2d 212 (1977).6 Although the issue of punitive dam......
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...acquiescence); Bloodworth v. Bloodworth, 225 Ga. 379, 386-387, 169 S.E.2d 150 (1969) (10 year acquiescence); Comolli v. Comolli Granite Co., 233 Ga. 461(1), 211 S.E.2d 750 (1975) (acquiesced over 10 In view of the facts in the case sub judice, we are not persuaded that the equitable doctrin......
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Comolli v. Comolli
...election motivated by Louis and he was elected president and general manager. This action was approved in Comolli v. Comolli Granite Co., 233 Ga. 461, 211 S.E.2d 750 (1975). At that time the stock ownership in Comolli Granite Company was as follows: Felix Comolli 375 shares; Louis Comolli 3......