Reading Associates, Ltd. v. Reading Associates of Georgia, Inc.
Decision Date | 18 May 1976 |
Docket Number | No. 31023,31023 |
Citation | 225 S.E.2d 899,236 Ga. 906 |
Parties | READING ASSOCIATES, LTD., et al. v. READING ASSOCIATES OF GEORGIA, INC. |
Court | Georgia Supreme Court |
Patterson & Parks, Clayton Sinclair, Jr., Lovett, Ledbetter, Millkey & Corlew, Harold Corlew, John M. Millkey, Atlanta, for appellants.
Henning, Chambers & Mabry, Edward J. Henning, Atlanta, for appellee.
This litigation involves a rapid reading program system termed 'optimation.' The plaintiff, Reading Associates of Georgia, Inc., acquired certain rights to market 'optimation' in Georgia by contract with Reading Associates, Ltd., a limited partnership, and The Reading Foundation of California, a nonresident Illinois nonprofit corporation. Among other agreements the plaintiff in accordance with the contract transferred one half of its authorized capital stock (10,000 shares) to Reading Associates, Ltd. Thereafter the plaintiff brought the instant suit to rescind the contract and recover its stock. It also claims certain damages. It alleges that Robert B. Ayers as agent for Reading Associates, Ltd., made certain fraudulent representations which caused plaintiff to enter into said contract. The defendants are Reading Associates, Ltd., The Reading Foundation of California, Reading Associates, Inc., which is the sole general partner of Reading Associates, Ltd., and Robert B. Ayers, a California resident who is an agent of Reading Associates, Ltd., an officer of The Reading Foundation of California, president of Reading Associates, Inc., and an officer of the plaintiff corporation.
Defendants, except Reading Associates, Inc., having dismissed their trial counsel and having acquired new counsel to pursue this appeal, appeal from three orders of the trial court, namely, (1) the denial of Robert B. Ayers' motions to dismiss for lack of personal jurisdiction and improper venue, and Reading Associates, Ltd.'s motion to dismiss for improper venue; (2) permanently enjoining Reading Associates, Ltd., from voting, transferring or encumbering the stock of plaintiff corporation; and (3) finding all defendants except Reading Associates, Inc., in default for failure to file answers in proper time and therefore liable as prayed. The trial court reserved questions of damages for a jury trial.
Defendants admit that plaintiff has stated a cause of action and if proved would entitle it to the equitable remedy of rescission. The issues raised on this appeal are procedural. Held:
1. In our opinion the trial court was correct in denying the motions to dismiss for improper venue. The action was brought in DeKalb County where the contract was entered into by the parties. All defendants are nonresidents of Georgia except Reading Associates, Ltd., had an office in Fulton County at the time the cause of action arose and when suit was filed; however, its sole general partner, Reading Associates, Inc., is a nonresident corporation. A partnership may be sued in any county in which one of the partners resides. Code § 3-204. Where the sole general partner is a nonresident, personal jurisdiction may be exercised under the 'Long Arm Statute' by the courts of this state as if he were a resident and venue is established in the county where the...
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