Pandora Franchsing, LLC v. Kingdom Retail Grp., LLLP.

• Decision Date: 03 October 2016
• Docket Number: S16G0490
• Parties: Pandora Franchsing, LLC v. Kingdom Retail Group, LLLP.
• Court: Georgia Supreme Court

299 Ga. 723

791 S.E.2d 786

Pandora Franchsing, LLC

v.Kingdom Retail Group, LLLP.

S16G0490

Supreme Court of Georgia.

Decided: October 3, 2016

Robert Claude Norman, Jr., Hays Baumhauer McQueen, Jones Cork & Miller, LLP, P.O. Box 6437, Macon, Georgia 31208, Heather Carson Perkins, Kara Lyons, Faegre Baker Daniels, LLP, 3200 Wells Fargo Center, 1700 Lincoln Street, Denver, Colorado 80203–4532, D. Lucetta Pope, Faegre Baker Daniels, LLP, 202 South Michigan Street, Suite 1400, South Bend, Indiana 46601, for Appellant.

Gregory Floyd Harley, Ashby K. Fox, Burr & Forman, LLP, 171 17th Street, N.W., Suite 1100, Atlanta, Georgia 30363, for Appellee.

Dennis T. Cathey, David Alan Sleppy, Cathey & Strain, LLC, P.O. Box 689, Cornelia, Georgia 30531–0689, for Amicus Appellee.

Kathryn S. Whitlock, Martin Adam Levinson, Hawkins Parnell Thackston & Young LLP, 4000 SunTrust Plaza, 303 Peachtree Street N.E., Atlanta, Georgia 30308, for Amicus Appellant.

Benham, Justice.

Appellant Pandora Franchising, LLC (“Pandora”) is a foreign limited liability company. In its application for certificate of authority to transact business in Georgia, Pandora identifies its principal place of business as being located in Maryland.¹ Appellee Kingdom Retail Group (“Kingdom”) filed suit against Pandora in Thomas County Superior Court, alleging Pandora wrongfully withheld its consent to Kingdom's bid to acquire a number of Pandora franchises. Kingdom alleged venue is proper in Thomas County pursuant to OCGA § 14–2–510 (b) (4) because this is the county where the cause of action originated.² While subsection (b) (4) of the statute establishes venue for tort actions against corporations “in the county where the cause of action originated,” it also establishes a procedure for removal from that county: “If venue is based solely on this paragraph, the defendant shall have the right to remove the action to the county in Georgia where the defendant maintains its principal place of business.” Over Kingdom's objection, the trial court granted Pandora's request to remove the complaint to Gwinnett County where, Pandora claimed in its notice of removal, “it maintains its registered office as its principal place of business in Georgia.”

The Court of Appeals granted Kingdom's application for interlocutory review and reversed the grant of removal. Kingdom Retail Group v. Pandora Franchising, LLC , 334 Ga.App. 812, 780 S.E.2d 459 (2015). This Court granted certiorari to determine whether the Court of Appeals correctly construed OCGA § 14–2–510 (b) (4) to mean that, in a claim in which the basis for venue is the allegation that the cause of action originated in the county where the claim was filed, only a corporation with its worldwide principal place of business, or “nerve center” in Georgia has the right to remove the claim to the county in Georgia where that principal place of business is located. Pandora asserts the legislature meant to permit a company such as itself, which maintains its worldwide principal place of business in a place other than Georgia, to remove such a claim to the county in which it maintains its Georgia principal place of business. The Court of Appeals, according to Pandora, improperly re-wrote subsection (b) (4) of the corporate venue statute, and eliminated the constitutionally protected removal right for companies headquartered outside Georgia, contrary to the statute's plain meaning and purpose. We affirm the Court of Appeals' decision and adopt the reasoning set forth in that court's opinion. Pandora challenges that reasoning on three basic grounds.

1. (a) Citing Fed. Deposit Ins. Corp. v. Loudermilk,³ Pandora argues that, naturally read, subsection (b) (4) of the venue statute does not eliminate removal rights for companies like itself that are headquartered outside Georgia. Pandora asserts the Court of Appeals disregarded the plain language of this subsection by interpreting “principal place of business” to mean a company's single headquarters in the world. But we find instructive the analysis applied by federal courts when determining the state where a corporation has its “principal place of business” for purposes of diversity of jurisdiction. As the United States Supreme Court stated in Hertz Corp. v. Friend,⁴

[W]e conclude that the phrase “principal place of business” refers to the place where the corporation's high level officers direct, control, and coordinate the corporation's activities. Lower federal courts have often metaphorically called that the place the corporation's “nerve center.”

A corporation's “nerve center” is typically one single place, and we conclude that for purposes of determining the right to remove to another county pursuant to subsection (b) (4) of the corporate venue statute, “principal place of business” refers to only one single place. If that place is in a county in Georgia, a corporate defendant sued for tort in a complaint asserting jurisdiction under subsection (b) (4) has a right to remove to a court in that county; if that place is not in Georgia, the right to remove is not applicable.

The term “principal place of business” is not, and was not at the time subsection (b) (4) was enacted in 2000,⁵ defined in the Georgia Business Corporation Code, OCGA § 14–2–101 et seq. The term “principal office” is, however, defined as “the office in or out of this state so designated in the annual registration where the principal executive offices of a domestic or foreign corporation are located.” OCGA § 14–2–140 (22). Pandora asserts that the Court of Appeals effectively gives that same meaning to the term “principal place of business,” and had the legislature intended to limit removal to the place in Georgia, if any, where a company maintains it principal office it would have used that defined term.

The issue in this case, however, is not so much the meaning of “principal place of business,” but the significance of the placement of the phrase “in Georgia” within the sentence granting the right of removal. Pandora asserts the statute's language—“the county in Georgia where the defendant maintains its principal place of business”—should be interpreted as “the county where the defendant maintains its principal place of business in Georgia .” This argument ignores the fact that the term “principal place of business” has also been employed by the legislature in a number of other statutes defining venue for various purposes, but in each of these other venue statutes the operable phrase is “principal place of business in this state .”⁶ The statute at issue in this case, which defines venue for civil actions against corporations, appears to be the only venue statute in which the legislature employed the language “principal place of business” without the added phrase “in this state.” Most of the venue statutes cited herein that confer venue for a legal action to the county in which a business entity maintains it principal place of business in this state were enacted prior to the date the legislature amended § 14–2–510 in 2000 to add the removal provision contained in subsection (b) (4). Consequently, at the time subsection (b) (4) was enacted, the legislature knew how to make clear its intent to confer venue at the place where a business entity maintained its principal place of business in this state, whether or not it was its worldwide principal place of business. We must presume the legislature's failure to do so in this venue statute was a matter of considered choice. See, e.g., Citibank South Dakota , N.A. v. Graham, 315 Ga.App. 120, 122, 726 S.E.2d 617 (2012) (comparing statute addressing tax implications for a credit card company's bad debt and statute addressing tax implications for property returned to the merchant after purchase, it was obvious the legislature's failure to provide a refund for bad debts was a considered choice). “When we consider the meaning of a statute, we must presume that the General Assembly meant what it said and said what it meant.” (Citation and punctuation omitted.) Deal v. Coleman , 294 Ga. 170, 172 (1) (a), 751 S.E.2d 337 (2013).

Further, this Court determines the meaning and effect of a statute “with reference to and consideration of other statutes and decisions of the courts.” (Citation and punctuation omitted). Summerlin v. Ga. Pines Community Service Bd. , 286 Ga. 593, 594, 690 S.E.2d 401 (2010).

Applying the rules of statutory construction, we conclude the language of subsection (b) (4) confers the right of a company to remove an action in which venue is based upon this subsection only to the county in Georgia where the defendant maintains its worldwide principal place of business. If that place is not located in a Georgia county, then no right to remove is granted. We reject Pandora's argument that such a reading renders the phrase “in Georgia” meaningless. That phrase is in no way rendered meaningless by the fact that it appears before, rather than after, principal place of business. In our opinion, the most reasonable way of reading subsection (b) (4) is that it authorizes removal to the county in Georgia, if any, where the company maintains its single principal place of business. If the legislature had meant to authorize removal to a company's Georgia principal place of business as opposed to its single principal place of business, if that place is in a county in Georgia, it would have placed the phrase “in Georgia” or “in this state” after the term “principal place of business,” as it did in the other cited venue statutes.⁷

(b) In its notice of removal filed in the trial court, Pandora asserted its principal place of business is Gwinnett County because that is the place where it maintains its registered office and registered agent. In support of that position, it relied, in part, upon OCGA § 14–2–510 (b) (1), which establishes that venue for both foreign and domestic corporations “[i]n civil proceedings generally [is] in the county in this state where the corporation maintains its...