Dunbar v. Green

• Court: Georgia Supreme Court
• Writing for the Court: UNDERCOFLER
• Citation: Dunbar v. Green, 194 S.E.2d 435, 229 Ga. 829 (Ga. 1972)
• Decision Date: 04 December 1972
• Docket Number: No. 27540,27540
• Parties: W. George DUNBAR v. George F. GREEN et al.

Page 435

194 S.E.2d 435

229 Ga. 829

W. George DUNBAR v. George F. GREEN et al.

No. 27540.

Supreme Court of Georgia.

Dec. 4, 1972.

Harrison & Garner, G. Hughel Harrison, Lawrenceville, for appellant.

Cubbedge Snow, Macon, Louis H. Rozier, Sparta, for appellees.

Syllabus Opinion by the Court

UNDERCOFLER, Justice.

This litigation involves a professional association known as the Sparta Medical Clinic, P.A. The pleadings show that the stock of the association is owned by three doctors in equal amounts. In acquiring his stock the defendant Dunbar gave a promissory note to each of the other two stockholders. These stockholders claimed the notes were delinquent and each filed suit thereon. The defendant in his third defense in each suit counterclaimed. He alleged that the plaintiffs without notice wrongfully terminated his employment with the Sparta Medical Clinic, P.A., as a senior physician on August 4, 1972; that this is part of a scheme to deprive and defraud the defendant of his employment and interest in the Sparta Medical Clinic, P.A., and to wrongfully appropriate the assets of said professional association; that the value of the stock in said association has been grossly understated and that the accountant who established its value was not independent and impartial as required by law; that in particular the accounting fails to include accounts receivable in excess of $100,000; that plaintiffs are wrongfully attempting to prevent defendant Dunbar from practicing medicine in Hancock County and at the Hancock Memorial Hospital in Sparta, Georgia.

The trial court granted the plaintiffs' motions for summary judgment as to defendant's third defenses and counterclaims. The defendant appeals from these judgments. The issues in each case are identical and have been consolidated on appeal.

The evidence in support of the motions for summary judgment consists of an affidavit by each of the plaintiffs and an affidavit by William S. Rozier, a certified public accountant. The plaintiffs' affidavits stated that the Sparta Medical Clinic, P.A., had discharged the defendant on August 31, 1971; that neither the articles of incorporation of said association nor the by-laws state a price at which the association or its shareholders may purchase the shares of a retired or expelled shareholders; and that they have offered to purchase the defendant's share at its book value as determined by William S. Rozier, C.P.A., as of July 31, 1971. William S. Rozier's...